Discover’s Top Lawyer Exits Amid $35 Billion Capital One Merger

Discover Financial Services disclosed in a late Friday securities filing that its chief legal officer, general counsel, and corporate secretary Hope Mehlman will resign to take a job with another company.

Mehlman and Discover didn’t respond to requests for comment about her exit, which comes as the company faces legislative and regulatory hurdles to its proposed $35 billion merger with Capital One Financial Corp. Discover said in the filing that Mehlman will depart as of Nov. 29 or earlier in the event that the Capital One deal closes before that date.

Both companies have said they expect their combination to be completed by later this year or early 2025. Discover said it has waived Mehlman’s obligation to repay a sign-on bonus of roughly $3.4 million and that she’ll receive a lump sum cash payment of $850,000 or $1 million subject to her not resigning or being terminated for cause by Nov. 29.

Discover hired Mehlman, a former administrative and legal chief at BancWest Corp.’s Bank of the West, in January 2023. She succeeded Discover’s former legal chief, Wanjiku “Wanji” Walcott, who left the suburban Chicago-based credit card giant to become the top lawyer at Pinterest Inc. Discover’s most recent proxy statement shows that Mehlman earned more than $6.6 million in 2023.

Roughly $3 million of that sum was a reimbursement from Discover for a change in control payment that Mehlman was due from Bank of the West’s $16.3 billion sale last year to the Bank of Montreal. Mehlman owns more than $4 million in Discover stock, according to Bloomberg data.

Sullivan & Cromwell is representing Discover on its deal with Capital One, which is being advised by Wachtell, Lipton, Rosen & Katz.