Debra Cafaro

About Debra A. Cafaro

Debra A. Cafaro (age 67) has served on PNC’s Board since 2017 and is an independent director. She is Chairman and Chief Executive Officer of Ventas, Inc. and brings decades of corporate leadership in the financial and real estate sectors; she holds a JD from the University of Chicago Law School and a BA from the University of Notre Dame . At PNC, she chairs the Human Resources Committee and serves on the Audit and Executive Committees .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Cafaro and all non-employee directors are independent under NYSE rules; only the CEO is non-independent .
• Committee assignments: Human Resources (Chair); Audit; Executive Committee (as HR Chair, a standing member) .
• Committee activity: Audit Committee held 11 meetings in 2024; HR Committee held 8; Technology held 6; Risk held 9; Corporate Responsibility held 4 .
• Attendance: Board held 10 meetings (including 2 strategic sessions) with average director attendance of ~98.5%; all directors attended the 2024 annual meeting; each director met the 75% attendance threshold .
• Executive sessions: Independent directors hold regular executive sessions each quarterly Board meeting, presided over by the Presiding Director .
• Overboarding limits: Audit Committee members may not serve on >3 public company audit committees; the Board reviews availability if a director serves on >3 other public company boards .
• HR Committee governance: Uses an independent compensation consultant (Meridian) with no conflicts; oversees CEO goals/compensation, incentive risk-balancing, clawback policies, and succession planning for senior executives .

Fixed Compensation

Director pay program (2024–2025 term):

• Board cash retainer: $105,000; Equity retainer (DSUs): $170,000 .
• 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 in 2024–2025) .

Performance Compensation

PNC does not use performance-based pay for non-employee directors.

Other Directorships & Interlocks

• Public company boards: Ventas, Inc. (Chairman & CEO) .
• Compensation committee interlocks: None—HR Committee members (including Cafaro) were independent; no PNC executive served on boards/comp committees of entities with reciprocal executive overlap in 2024 .
• Outside service limits: See overboarding rules above; Cafaro’s disclosed roles align with independence and service policies .

Expertise & Qualifications

• Corporate leadership and strategic acumen; oversight of financial/accounting matters; recognized repeatedly by Harvard Business Review and Modern Healthcare among top leaders .
• Community and civic engagement across business and academic institutions .
• Legal training (JD) and broad sector perspective relevant to HR chair responsibilities and governance oversight .

Equity Ownership

• Annual DSU grant: 1,075 DSUs on Apr 24, 2024; accrues dividend equivalents, no voting rights; payout in stock at retirement/death .
• Ownership guideline: Non-employee directors must own ≥5x annual base retainer (as of Dec 31, 2024, $525,000); all directors met the threshold .
• Hedging/pledging: Prohibited for directors and covered family members (no short-selling, options, hedging ETFs primarily investing in banks; no pledging PNC securities) .
• Ordinary-course relationships: PNC may provide banking/wealth/credit services to directors or affiliates on substantially the same market terms; loans subject to Regulation O (no preferential treatment) .

Governance Assessment

• Strengths: Independent status; Chair of HR Committee with robust mandate and independent consultant oversight; strong Board-level attendance and executive session cadence; strict restrictions on hedging/pledging; clear director ownership requirements with confirmed compliance .
• Potential conflicts/RED FLAGS: Cafaro is a sitting CEO of Ventas while chairing PNC’s HR Committee—elevated time commitment risk, but within PNC’s outside service policies and independence standards; no compensation committee interlocks reported; any banking relationships are ordinary-course and nonpreferential under Regulation O .
• Committee effectiveness signals: HR Committee actively oversees CEO goals/compensation and succession, evaluates incentive risk, and engages an independent consultant; meeting cadence suggests active oversight .

Director Compensation Program Details (Reference)

Notes:

• Cafaro’s 2024 actual director compensation: $155,000 cash (deferred), $169,915 equity (1,075 DSUs), $5,000 other; total $329,915 .
• DSU grant-date: Apr 24, 2024; price $158.06; dividend equivalents accrue; no voting rights .