Daniel Hesse
PNC FINANCIAL SERVICES GROUPAbout Daniel R. Hesse
Independent director of PNC since 2016; age 71. Former President and CEO of Sprint Corporation; chairs PNC’s Technology Committee and serves on the Nominating & Governance and Risk Committees. Education: BA (University of Notre Dame), MBA (Cornell University), MS (MIT, Brooks Thesis Prize) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sprint Corporation | President & CEO | 2007–2014 | Led large-scale wireless operations; governance emphasis on technology, risk, sustainability |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akamai Technologies, Inc. | Director | Within past 5 years (current status as disclosed) | Not specified in proxy |
| Tech and Energy Transition Corporation | Director | Until March 2023 | Not specified in proxy |
Board Governance
- Committee assignments and chair roles: Technology (Chair), Nominating & Governance (member), Risk (member) .
- Technology Committee: Held 6 meetings in 2024; oversight of tech strategy, cybersecurity, vendor risk, business continuity, and audits of 1LOD/2LOD programs .
- Attendance and engagement: In 2024, each director attended at least 75% of Board and applicable committee meetings; average attendance ~98.5%. All incumbent directors attended the 2024 annual meeting. Board held 10 meetings (2 strategy sessions) .
- Independence: Board determined Hesse is independent under NYSE rules; 92% of the Board is independent .
- Lead Independent Director context: Presiding Director oversees executive sessions and agendas; Board holds regular independent director executive sessions each quarter .
- Outside service limits and director education: Limits on number of external boards; Audit Committee service cap; mandatory retirement age 75; orientation and continuing education overseen by N&G .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $165,000 | Includes Board cash retainer and committee chair/member retainers; Hesse deferred $165,000 under the Directors Deferred Compensation Plan |
| Stock Awards (DSUs) | $169,915 | Annual DSU grant (1,075 DSUs) granted April 24, 2024, at $158.06 per share |
| All Other Compensation | — | No matching gifts or other items disclosed for Hesse |
| Total | $334,915 | Sum of cash and DSUs |
Director Compensation Program (April 2024–April 2025):
| Pay Component | Value/Amount | Additional Information |
|---|---|---|
| Board member – annual cash retainer | $105,000 | Paid quarterly in advance |
| Board member – annual equity retainer | $170,000 (DSUs) | Granted post annual meeting |
| Presiding Director – cash retainer | $50,000 | Paid quarterly in advance |
| Committee chair – Audit, Risk | $30,000 | Annual, paid July 1 |
| Committee chair – HR, N&G, Tech, CR | $25,000 | Annual, paid July 1 |
| Committee member – Audit, Risk | $15,000 | Annual, paid July 1 |
| Committee member – HR, N&G, Tech, CR | $10,000 | New component for 2024–2025 term |
Deferred Compensation: Directors may defer up to 100% of cash retainers into phantom units (tracking PNC stock) or a plan interest rate; payout in cash lump sum or installments; no above-market earnings .
Performance Compensation
Director Equity Award Details (2024):
| Item | Terms |
|---|---|
| DSUs granted | 1,075 DSUs per director on April 24, 2024 |
| Grant date fair value | $169,915 at $158.06 per share |
| Vesting | Immediate vest; paid out in PNC shares at retirement or death, 1-for-1 |
| Dividends | DSUs accrue dividend equivalents, reinvested as DSUs |
| Voting rights | None |
| Options/Unvested stock | None outstanding for non-employee directors as of 12/31/2024 |
Performance metrics tied to director compensation:
| Metric Category | Disclosure |
|---|---|
| Performance-based conditions (PSUs/TSR/financial targets) | None; director DSUs are not performance-conditioned |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards | Akamai Technologies, Inc. |
| Prior public company boards (5-year lookback) | Tech and Energy Transition Corporation (until March 2023) |
| Interlocks | HR Committee disclosed no compensation committee interlocks in 2024; consultant (Meridian) independent and conflict-free |
| External commitments policy | Board reviews outside board load; Audit Committee service limits; preclearance required for new roles |
Expertise & Qualifications
- Former Fortune 500 CEO with deep wireless communications and technology oversight experience; brings perspective on technology risk and strategic initiatives .
- Technology/cybersecurity governance capabilities aligned with chairing PNC’s Technology Committee .
- Academic credentials across Notre Dame (BA), Cornell (MBA), MIT (MS) .
Equity Ownership
| Ownership As of Jan 31, 2025 | Shares/Units |
|---|---|
| Common stock owned | 1,100 |
| Common stock units (vested or vesting within 60 days) | 10,060 |
| Total beneficially owned (SEC definition) | 11,160 |
| Cash-payable common stock units (phantom/legacy units) | 6,204 |
| Total incl. cash-payable units (not beneficial under SEC rules) | 17,364 |
| Shares outstanding (PNC common) | 395,764,896 |
| Stock ownership guideline | 5× annual base retainer; minimum valued at $525,000 as of 12/31/2024; all directors met threshold |
| Hedging/Pledging | Prohibited for employees and directors; short sales also prohibited |
Notes: Units in “cash-payable common stock units” are not considered beneficially owned under SEC rules; director ownership table includes both beneficial holdings and unit counts for transparency .
Governance Assessment
- Board effectiveness: Chairing Technology Committee with robust remit across cybersecurity, vendor risk, and continuity indicates high engagement in systems resilience—critical for a bank’s operational risk profile . Attendance norms and independent executive sessions support governance quality and oversight rigor .
- Independence and conflicts: Board determined Hesse independent; no related person transactions involving Hesse disclosed; related person transactions subject to formal Audit/N&G oversight policy and arm’s-length requirements .
- Compensation alignment: Director pay mix balanced between cash retainers and DSUs; DSUs defer payout until retirement/death and accrue dividend equivalents, reinforcing long-term alignment; no options or performance-conditioned equity for directors, reducing risk of short-termism .
- Ownership alignment: Compliance with a stringent 5× retainer guideline and prohibitions on hedging/pledging enhance investor alignment and reduce risk signals .
- Consultant independence: HR Committee’s independent consultant (Meridian) had no conflicts; Willis Towers Watson provided market analyses for director pay benchmarking to management/N&G Committee .
RED FLAGS
- None disclosed regarding related-party transactions, pledging, hedging, or excessive perquisites; directors had no incidental benefits >$10,000 in 2024; no director stock options outstanding .