8-KLeadership Changes

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Executive Changes (Aug 10, 2017)

Filed August 10, 2017For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) filed an 8-K on August 10, 2017, to announce a change to its Board of Directors. The Board has been expanded from 13 to 14 members with the immediate appointment of Debra A. Cafaro. Ms. Cafaro is a seasoned executive, currently serving as Chairman and CEO of Ventas, Inc., and has also been appointed to PNC's Audit Committee and as a director of PNC Bank, National Association. Ms. Cafaro has been deemed independent by the New York Stock Exchange, a key consideration for board composition and oversight. Her compensation will follow the standard program for non-employee directors. While Ventas, Inc. has existing ordinary course credit relationships with PNC Bank, these are on standard terms and do not represent unusual risk, which is a standard disclosure for related party appointments. This addition to the board signals a strengthening of governance and potentially brings new perspectives to the company's strategic direction.

Key Highlights

  • 1PNC Financial Services Group, Inc. expanded its Board of Directors from 13 to 14 members.
  • 2Debra A. Cafaro was appointed as a new director, effective immediately.
  • 3Ms. Cafaro also appointed to the Board's Audit Committee.
  • 4Ms. Cafaro appointed as a director of PNC Bank, National Association.
  • 5Ms. Cafaro is considered independent under NYSE standards.
  • 6Her compensation will be in line with PNC's non-employee director compensation program.
  • 7Disclosure regarding ordinary course credit relationships between Ventas, Inc. (Ms. Cafaro's employer) and PNC Bank, confirming standard terms and no unusual risk.

Frequently Asked Questions

Debra A. Cafaro is the Chairman and CEO of Ventas, Inc. She was appointed to PNC's Board of Directors to increase board size and bring her executive experience and independent perspective to the company's governance and oversight, particularly through her role on the Audit Committee.

Yes, the Board determined that Ms. Cafaro is independent under the director independence standards established by the New York Stock Exchange.

The filing notes that Ventas, Inc. has ordinary course credit relationships with PNC Bank. These relationships are on standard terms similar to those with other customers and do not involve more than the normal risk of collectability or present other unfavorable features, indicating no significant conflicts of interest.

Ms. Cafaro will be compensated in accordance with PNC's established non-employee director compensation program, as detailed in the company's 2016 Proxy Statement.