Bryan Salesky
PNC FINANCIAL SERVICES GROUPAbout Bryan S. Salesky
Bryan S. Salesky (age 44) is an independent director of PNC since 2021. He is Co‑founder and CEO of Stack AV Co. and previously founded and led Argo AI; earlier roles include Google’s self‑driving hardware program and Carnegie Mellon University’s National Robotics Engineering Center (NREC). He holds a BS in Computer Engineering from the University of Pittsburgh; the Board cites his strategic technology and AI entrepreneurship credentials as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Argo AI, LLC | Founder & CEO | 2016–2022 | Scaled autonomous driving platform with OEM partnerships |
| Google (Self‑Driving) | Led development/manufacture of self‑driving hardware portfolio | Not disclosed | Built sensors/computers and multiple vehicle programs |
| CMU – National Robotics Engineering Center (NREC) | Program leader; co‑led 2007 DARPA Urban Challenge winning team | Not disclosed | Managed major autonomous systems programs (e.g., Caterpillar mining trucks) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stack AV Co. (private) | Co‑founder & CEO | 2023–present | Advanced autonomous systems for trucking |
| Allegheny Conference on Community Development | Board; Chair, Inclusive Growth Committee | Not disclosed | Regional economic development leadership |
| University of Pittsburgh | Board of Trustees, Member | Not disclosed | Governance of academic institution |
Board Governance
- Independence: The Board determined Salesky is independent under NYSE rules; 12 of 13 directors are independent .
- Committees: Corporate Responsibility Committee member; Technology Committee member; not a chair .
- Committee meeting cadence: Corporate Responsibility (4 meetings in 2024); Technology (6 meetings in 2024) .
- Board operations and attendance: Board held 10 meetings in 2024 (including 2 strategy sessions); each director attended at least 75% of aggregate Board/committee meetings and average attendance was ~98.5% .
- Executive sessions: Regular executive sessions of independent directors are led by the Presiding Director .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Board annual cash retainer | $105,000 | |
| Technology Committee member retainer | $10,000 | |
| Corporate Responsibility Committee member retainer | $10,000 | |
| Total Fees Earned (2024) | $125,000 | |
| Annual equity grant (DSUs) – grant date | April 24, 2024 | |
| Annual equity grant – number of DSUs | 1,075 | |
| Annual equity grant – grant date fair value | $169,915 (based on $158.06/share) | |
| All Other Compensation (2024) | — |
- Deferred compensation election: Salesky deferred $62,500 of his 2024 cash fees into the Directors Deferred Compensation Plan (tracks PNC stock or plan interest rate) .
- DSU structure: Non‑employee director DSUs vest immediately and are paid out in PNC shares at retirement or death; dividends accrue as additional DSUs; no voting rights .
Performance Compensation
Directors do not receive performance‑based equity; annual grants are time‑based DSUs.
| Award Type | Grant Date | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | Apr 24, 2024 | 1,075 | Immediate; settle in shares at retirement/death | None (time‑based) |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Prior public company boards (past 5 years) | None |
| Private/other boards | University of Pittsburgh (Trustee); Allegheny Conference (Inclusive Growth Committee Chair) |
| Potential interlocks/conflicts | None disclosed; PNC’s Related Person Transactions Policy governs any transactions and requires independent review and arm’s‑length terms . |
Expertise & Qualifications
- Technology/AI/Robotics executive with deep software/hardware autonomy experience (Google, CMU NREC; Argo AI founder; Stack AV CEO) .
- Contributes to Technology Committee oversight of technology strategy, cybersecurity, data risk, third‑party tech/vendor risks, and business continuity .
- Community leadership and corporate responsibility engagement consistent with Corporate Responsibility Committee remit .
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock directly owned | 410 shares |
| Common stock units (payable in shares; vested/within 60 days) | 3,475 units |
| Total shares beneficially owned (SEC definition) | 3,885 shares |
| Cash‑payable common stock units (phantom units) | 1,326 units |
| Total including cash‑payable units | 5,211 units/shares |
- Ownership guideline: Directors must hold PNC stock equal to 5x base retainer (threshold $525,000 as of 12/31/2024); all directors met the threshold (phantom stock units under the Directors Deferred Compensation Plan count toward the guideline) .
- No options: Non‑employee directors had no outstanding stock options or unvested stock awards at 12/31/2024 .
- Hedging/pledging: Directors are prohibited from hedging or pledging PNC securities; short‑selling and derivatives (outside compensation plans) are prohibited .
Governance Assessment
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Positives and alignment signals:
- Independent director with domain expertise matched to committee responsibilities (Technology, Corporate Responsibility), enhancing oversight of technology risk and corporate responsibility disclosures and initiatives .
- Transparent director pay with meaningful equity via DSUs that defer payout until retirement/death, encouraging long‑term alignment; he further aligned by deferring a portion of cash fees into stock‑tracking units .
- Compliance infrastructure: robust related‑party transaction review; strict insider trading, hedging and pledging prohibitions; annual independence determinations; regular executive sessions .
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Watch items:
- External CEO role at Stack AV implies potential vendor/customer interactions in broader tech ecosystems; any dealings with PNC would be subject to the Related Person Transactions Policy requiring independence and arm’s‑length terms, with committee oversight as applicable .
- Time‑commitment oversight: Board monitors external commitments; audit committee service limits apply; Board reviews directors with >3 other public boards—Salesky holds none currently, limiting overboarding risk .
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Attendance/engagement context: While individual attendance percentages are not disclosed, each director met at least the 75% threshold, and average attendance was ~98.5% in 2024; Board held 10 meetings, including two strategy sessions, indicating high engagement .