Douglas Dachille
PNC FINANCIAL SERVICES GROUPAbout Douglas A. Dachille
Independent director of The PNC Financial Services Group, appointed February 3, 2025; age 61 as of April 23, 2025; serves on the Board’s Risk Committee. Former Executive Vice President and Chief Investment Officer at AIG (2015–2021); previously CEO and co-founder of First Principles Capital Management, with earlier senior roles at Zurich Capital Markets and J.P. Morgan; BS via Union College/Albany Medical College joint program and MBA in finance from University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American International Group (AIG) | EVP & Chief Investment Officer | Sep 2015 – Jun 2021 | Oversaw investment portfolio; structured finance and risk management expertise cited by PNC Board . |
| First Principles Capital Management | Co-founder & Chief Executive Officer | Sep 2003 – Sep 2015 | Institutional fixed income manager acquired by AIG; strategic asset management experience . |
| Zurich Capital Markets | President & Chief Operating Officer | Prior to 2003 | Operational and risk leadership in capital markets . |
| J.P. Morgan & Co. | Global Head of Proprietary Trading; Co‑Treasurer | Early career | Senior trading and treasury leadership; foundational risk skillset . |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Equitable Holdings, Inc. (NYSE: EQH) | Independent Director | Jan 15, 2025 | Board determined independence; committees TBD at time of election . |
| BridgeBio Pharma, Inc. (NASDAQ: BBIO) | Director | In role during FY2024 | Confirmed director signatory on FY2024 Form 10-K . |
Board Governance
- Independence: PNC Board determined Dachille is independent under NYSE rules; 92% of PNC’s Board is independent (12 of 13 directors) .
- Committee assignment: Appointed to Risk Committee effective Feb 3, 2025; CEO Demchak is the sole non-independent committee member; Risk Committee oversees ERM, capital, credit, liquidity, market, operational risks and CRO appointment .
- Election/engagement signal: Received 99.32% “For” votes at the April 23, 2025 annual meeting (313,926,248 “For”; 2,137,221 “Against”)—strong shareholder support .
- Board operations: Directors strongly encouraged to attend annual meetings; in 2024 the Board held 10 meetings (2 strategic sessions) with average director attendance ~98.5% and all incumbents attended the annual meeting; Dachille joined in 2025 (no 2024 attendance) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $105,000 | Paid quarterly in advance; prorated when joining mid‑term . |
| Presiding Director cash retainer | $50,000 | Not applicable to Dachille unless designated Presiding Director . |
| Committee chair retainers (Audit/Risk) | $30,000 | Annual; paid July 1 . |
| Committee chair retainers (HR/N&G/Tech/CR) | $25,000 | Annual; paid July 1 . |
| Committee member retainers (Audit/Risk) | $15,000 | Annual; paid July 1 . |
| Committee member retainers (HR/N&G/Tech/CR) | $10,000 | Added in 2024–2025 term; annual; paid July 1 . |
| Directors Deferred Compensation Plan | Up to 100% of cash retainers may be deferred | Into phantom stock units tracking PNC common stock or a plan interest rate; no above‑market earnings; payouts in cash lump sum or installments . |
- Upon appointment, Dachille will receive compensation under PNC’s non‑employee director program; pro‑ration applies for mid‑year appointments (Board resolution referenced) .
Performance Compensation
| Element | Grant Mechanics | Vesting | Performance Metrics |
|---|---|---|---|
| Annual equity retainer (DSUs) | $170,000 in DSUs; number of units = award value ÷ closing price on grant date (rounded down) | DSUs vest immediately; paid out in shares at retirement or death (1:1); dividends reinvested as DSUs; no voting rights | None; director equity is time‑based only (no TSR/revenue/ESG hurdles) . |
- Reference point: In 2024, incumbent non‑employee directors each received 1,075 DSUs at $158.06 grant-date price ($169,915 fair value); Dachille was appointed in 2025 and did not receive 2024 compensation .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Considerations |
|---|---|---|
| Equitable Holdings (EQH) | Insurance/Asset Management | Adjacent sector expertise beneficial for PNC’s risk oversight; Board determined EQH independence; no PNC‑competitor board overlap disclosed . |
| BridgeBio Pharma (BBIO) | Biopharma | Unrelated to core banking; no supplier/customer conflicts disclosed at PNC . |
Expertise & Qualifications
- Deep investment management, structured finance, and enterprise risk management expertise; strategic perspective across insurance, banking, and asset management cited by PNC Board .
- Education: BS via Union College/Albany Medical College joint biomedical program; MBA in finance, University of Chicago .
- Orientation and continuing education: PNC provides tailored director orientation and ongoing education on complex products, risk, regulatory topics; overseen by N&G Committee .
Equity Ownership
| Date | Common Shares | Common Stock Units (vestable within 60 days) | Total Beneficial Ownership | % of Shares Outstanding | Notes |
|---|---|---|---|---|---|
| Jan 31, 2025 (record date) | — | — | — | — | Dachille appointed Feb 3, 2025; not a holder at record date . |
| Feb 3, 2025 | 100 | — | 100 | ~0.000025% | Open‑market purchase at $198.13 avg; 100 shares; outstanding shares 395,764,896 as of Jan 31, 2025 . |
- Ownership guidelines: Non‑employee directors must own at least 5x annual base retainer value; until met, must acquire at least 25% of annual retainer in stock or stock units; minimum threshold $525,000 as of Dec 31, 2024 (all incumbent directors at that time met threshold) .
- Hedging/pledging: Prohibited for directors and certain family members; options trading and derivatives also restricted; blackout/preclearance policies apply .
Insider Trades (last 12 months)
| Trade Date | Type | Shares | Price | Value |
|---|---|---|---|---|
| Feb 3, 2025 | Buy (Open market) | 100 | $198.13 | $19,813 . |
Governance Assessment
- Board effectiveness and fit: Dachille’s addition strengthens PNC’s Risk Committee with seasoned investment and risk leadership relevant to credit/market/liquidity oversight; independence affirmed by Board and NYSE standards .
- Shareholder confidence: 99.32% “For” vote on his election is a strong endorsement; overall say‑on‑pay support at 93.05% indicates constructive governance environment .
- Alignment and incentives: Director pay is balanced between cash retainers and time‑based DSUs; optional deferral into phantom stock units enhances alignment; initial share purchase upon appointment supports skin‑in‑the‑game, with stringent anti‑hedging/pledging policies reducing misalignment risk .
- Conflicts/related‑party exposure: No Dachille‑specific related‑party transactions disclosed; PNC maintains robust related person transaction policy with Audit/N&G oversight and Reg O compliance for insider credit extensions .
- RED FLAGS: None identified at this time—no hedging/pledging, no related‑party transactions flagged for Dachille, strong election support; note that personal attendance metrics are not yet disclosed due to his 2025 appointment .