8-KLeadership Changes

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Executive Changes (Jan 7, 2016)

Filed January 7, 2016For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) announced on January 7, 2016, a strategic expansion of its Board of Directors, increasing the number of directors from 14 to 16. This move is positioned as a continuation of the Board's evolution and preparation for the upcoming retirement of three long-serving directors in April. The appointments of Daniel R. Hesse, former CEO of Sprint Corp., and Michael J. Ward, Chairman and CEO of CSX Corporation, are designed to bring fresh perspectives and valuable experience to PNC's governance. Both Mr. Hesse and Mr. Ward have been deemed independent by NYSE standards and appointed to key committees, with Mr. Hesse joining the Risk Committee and its Technology Subcommittee, and Mr. Ward appointed to the Personnel and Compensation Committee and the Nominating and Governance Committee. These appointments reflect a proactive approach to board refreshment and a commitment to enhanced oversight and strategic guidance for the company.

Key Highlights

  • 1PNC Financial Services Group, Inc. expanded its Board of Directors from 14 to 16 members.
  • 2Daniel R. Hesse, former President and CEO of Sprint Corp., was appointed as a new director.
  • 3Michael J. Ward, Chairman and CEO of CSX Corporation, was also appointed as a new director.
  • 4Both new directors are considered independent under NYSE standards.
  • 5The board expansion is intended to prepare for the retirement of three long-serving directors in April.
  • 6Mr. Hesse was appointed to the Risk Committee and its Technology Subcommittee.
  • 7Mr. Ward was appointed to the Personnel and Compensation Committee and the Nominating and Governance Committee.

Frequently Asked Questions

PNC expanded its Board of Directors to increase the number of members from 14 to 16. This strategic move is aimed at evolving the Board and preparing for the anticipated retirement of three long-serving directors in April 2016, ensuring a smooth transition and continued robust governance.

The two new directors appointed are Daniel R. Hesse, the former President and Chief Executive Officer of Sprint Corp., and Michael J. Ward, the Chairman and Chief Executive Officer of CSX Corporation. Both were appointed effective immediately and are considered independent under NYSE standards.

Daniel R. Hesse has been appointed to the Risk Committee and the Technology Subcommittee of the Risk Committee. Michael J. Ward has been appointed to the Personnel and Compensation Committee and the Nominating and Governance Committee.

The filing notes that CSX Corporation has ordinary course credit relationships with PNC Bank, National Association. These relationships were conducted on standard terms, similar to those with other customers, and did not involve an increased risk of collectability or unfavorable features, indicating no unusual conflicts of interest.