Andrew Feldstein - Presiding Director | PNC FINANCIAL SERVICES GROUP (PNC) Executive Profile & Compensation

About Andrew T. Feldstein

Independent Presiding Director (lead independent director) of PNC; age 60; director since 2013. Former CEO and CIO of BlueMountain Capital Management (now Assured Investment Management) with deep credit, risk management, and structured finance expertise; previously a Managing Director at JPMorgan leading Structured Credit, High Yield Sales/Trading/Research, and Global Credit Portfolio. Education: BA, Georgetown University; JD, Harvard Law School. Independence affirmed under NYSE standards; serves as Presiding Director and chair of the Nominating & Governance (N&G) Committee, and member of the Human Resources (HR), Risk, and Executive Committees .

Past Roles

Organization	Role	Tenure	Committees/Impact
BlueMountain Capital Management (Assured Investment Management)	Chief Executive Officer; Chief Investment Officer	Not disclosed	Built leading alternative asset manager; risk management leadership
Assured Guaranty	Chief Investment Officer	Not disclosed	Oversight of investment/risk at financial guaranty provider
JPMorgan Chase & Co.	Managing Director; Head of Structured Credit; Head of High Yield Sales/Trading/Research; Head of Global Credit Portfolio	Over a decade (dates not disclosed)	Led major credit portfolio and structured credit businesses

External Roles

Organization	Role	Tenure	Notes
Harvard Law School Leadership Council	Member	Not disclosed	Governance/leadership network affiliation

Board Governance

Presiding Director responsibilities include approving Board agendas, presiding over independent director executive sessions, acting as principal liaison to Chair/CEO, engaging with major shareholders, and leading annual Board/committee self-evaluations via N&G .
Committee assignments: N&G (Chair), HR (member), Risk (member), Executive Committee (Presiding Director chairs Executive Committee; members are CEO and chairs of Audit, HR, N&G, Risk) .
Independence: Board determined Feldstein is independent; 92% of PNC’s Board is independent. NYSE “bright-line” tests applied; PNC also maintains guidelines for nonmaterial relationships to preserve independence .
Attendance and engagement: Board held 10 meetings in 2024 (plus 2 strategic sessions); each director met ≥75% attendance; average attendance ~98.5%. Presiding Director chairs independent executive sessions; stakeholder engagement included ~280 investor meetings, with Presiding Director participation as applicable .
Risk oversight: As Risk Committee member, participates in ERM oversight across credit, liquidity, market, operational (including compliance, cybersecurity), climate and reputational risks; CRO appointment/compensation oversight .
Presiding Director letter: Feldstein addressed shareholders highlighting strong 2024 performance and independent directors’ engagement with management and strategy execution .

Fixed Compensation

Component	Amount	Notes
Fees Earned (Cash) – 2024	$215,000	Includes Board cash retainer, Presiding Director retainer, and applicable committee chair/member retainers; Feldstein deferred $215,000 under the Directors Deferred Compensation Plan .
Annual Equity Retainer (DSUs) – 2024	$169,915	1,075 DSUs granted on April 24, 2024 at $158.06 per share (fair value under FASB ASC 718); DSUs vest immediately and are paid in stock at retirement or death .
All Other Compensation – 2024	$5,000	Charitable matching gifts (up to $5,000 cap) .

Director pay program elements (2024–2025 term):

Board annual cash retainer: $105,000; Presiding Director cash retainer: $50,000; Committee chair retainers: Audit/Risk $30,000; HR/N&G/Tech/CR $25,000; Committee member retainers: Audit/Risk $15,000; HR/N&G/Tech/CR $10,000 (new component for 2024–2025); Annual equity retainer: $170,000 in DSUs .

Performance Compensation

PNC does not tie non-employee director equity to performance metrics; DSUs vest immediately and pay out at retirement/death. Directors may also receive/accumulate phantom stock units via deferrals; DSUs/phantom units accrue dividend equivalents; no voting rights .
Recent Form 4 transactions (Phantom Stock Units): | Filing Date | Transaction Date | Type | Securities Transacted | Post-Transaction Units | Security Name | Ownership Type | |---|---|---|---|---|---|---| | 2025-10-03 | 2025-10-01 | Award (A) | 195 | 19,963 | Phantom Stock Unit | Indirect | | 2025-07-03 | 2025-07-01 | Award (A) | 513 | 19,590 | Phantom Stock Unit | Indirect |

Other Directorships & Interlocks

Company	Role	Committees	Notes
None (past 5 years)	—	—	No current public company boards disclosed in past five years .

Expertise & Qualifications

Financial and risk management expertise across structured credit, high yield, and global credit portfolio leadership; alternative asset management CEO/CIO experience; regulatory and risk culture oversight as lead independent director .
Board leadership: Presiding Director with agenda-setting, executive sessions leadership, shareholder engagement, and governance evaluation responsibilities; chairs N&G Committee overseeing director recruitment, independence, orientation/education, shareholder engagement on governance .
Education: BA (Georgetown), JD (Harvard); external leadership council membership enhancing governance perspective .

Equity Ownership

Metric (as of Jan 31, 2025)	Amount
Common stock ownership (shares)	128,508
Common stock units (payable in shares within 60 days)	10,060
Total beneficial ownership (shares)	138,568
Cash-payable common stock unit ownership (phantom units)	24,667
Total shares plus cash-payable units	163,235

Stock ownership guideline compliance:

Non-employee directors must hold ≥5x annual base retainer; 2024 threshold $525,000; all directors met the requirement. Feldstein deferred full cash fees in 2024 into phantom stock units, aligning incentives with shareholders .

Governance Assessment

Positive signals:
- Lead independent governance: Presiding Director with robust responsibilities and independence; chairs N&G and serves on HR and Risk—strong alignment with board effectiveness and oversight .
- Ownership alignment: Significant personal share ownership (138,568 shares beneficially owned) plus 24,667 cash-payable stock units; meets director stock ownership guidelines; full deferral of cash fees supports long-term alignment .
- Engagement and oversight: Regular independent executive sessions; Board average attendance ~98.5%; active investor engagement, with Presiding Director involvement as appropriate .
- Risk and compensation governance: Active Risk Committee member; HR Committee member; N&G Chair overseeing director independence and governance practices. HR Committee utilizes independent consultant Meridian; no conflicts found .
- Trading restrictions: PNC prohibits director hedging/pledging of company stock; insider trading controls with preclearance, blackout windows; no waivers in 2024—reduces alignment risk .
Potential conflicts/related-party exposure:
- PNC’s Related Person Transactions Policy requires independent review/approval; ordinary-course financial services to directors/families/affiliates must comply with Regulation O and nonpreferential terms. 2024 director relationships summarized under policy; no impairment to independence when compliant .
Red flags:
- None disclosed specific to Feldstein. Directors are prohibited from hedging/pledging; ordinary course relationships monitored; compensation structure for directors is standard (cash retainers and DSUs) without performance-metric dilution or option repricing. Say-on-pay and executive comp controversies not indicated in director context within provided materials .
Implications for investors:
- Feldstein’s leadership as Presiding Director, risk governance experience, and material personal ownership support investor confidence in board independence and risk oversight. His multi-committee roles centralize governance acumen across nominations, pay, and risk—beneficial in a complex banking environment, with safeguards against conflicts via NYSE independence tests and PNC policies .