Joseph Alvarado
PNC FINANCIAL SERVICES GROUPAbout Joseph Alvarado
Independent director at PNC since 2019; age 72. Former Chairman, President and CEO of Commercial Metals Company (CMC), with four decades of leadership across accounting, sales, manufacturing, planning and global operations. Education: BA in Economics (University of Notre Dame) and MBA (Cornell University, SC Johnson Graduate School of Management). Current PNC board committees: Audit and Corporate Responsibility. Other public company directorships within past five years: Arcosa, Inc.; Kennametal, Inc.; Trinseo PLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial Metals Company (CMC) | Chairman, President & CEO | ~2011–2018 | Led strategic, global operations across >200 locations, ~9,000 employees |
| Commercial Metals Company (CMC) | EVP & COO | 2010–2011 | Full P&L and operating responsibility |
| Wingate Partners; The Edgewater Funds | Operating Partner | 2009–2010 | Deal evaluation; portfolio company management |
| United States Steel Tubular Products, Inc. | President | 2007–2009 | Led tubular products business |
| Lone Star Technologies | President & COO | 2004–2007 | Operational leadership |
| ArcelorMittal | VP, Long Product Sales & Marketing, North America | 1998–2004 | Regional commercial leadership |
| Birmingham Steel | EVP, Commercial | 1997–1998 | Commercial leadership |
| Inland Steel Company | Various roles; President, Inland Steel Bar Company | 1976–1997; 1995–1997 (President) | Business unit leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arcosa, Inc. (NYSE: ACA) | Director | Current | Director compensation disclosed in ACA proxies (fees and stock awards) |
| Kennametal, Inc. | Director | Current/past 5 yrs | Listed in PNC proxy as other public board |
| Trinseo PLC | Director | Current/past 5 yrs | Listed in PNC proxy as other public board |
Board Governance
- Committee assignments: Audit Committee member; Corporate Responsibility Committee member. Audit met 11 times; Corporate Responsibility met 4 times in 2024 .
- Independence: Determined independent under NYSE standards; PNC board is 92% independent (12 of 13 directors) .
- Attendance: In 2024, each director attended at least 75% of aggregate board/committee meetings; average director attendance was ~98.5%; all incumbent directors attended the 2024 annual meeting .
- Service and leadership context: Director since 2019; Presiding Director (lead independent director) is Andrew T. Feldstein; robust independent oversight, majority vote standard, executive sessions each quarter .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (2024) | $130,000 | Board cash retainer + applicable committee member retainers |
| Stock Awards (2024) | $169,915 | Annual DSUs grant (1,075 DSUs at $158.06 grant-date price) |
| All Other Compensation (2024) | — | No matching gift or incidental benefits reported for Alvarado in 2024 |
| Total (2024) | $299,915 | Sum of fees and stock awards |
| Program Element (2024–2025 term) | Value | Description |
|---|---|---|
| Board annual cash retainer | $105,000 | Paid quarterly in advance |
| Annual equity retainer (DSUs) | $170,000 | Granted post-annual meeting; vests immediately |
| Presiding Director cash retainer | $50,000 | Paid quarterly in advance |
| Committee chair retainers (Audit, Risk) | $30,000 | Paid annually |
| Committee chair retainers (HR, N&G, Tech, CR) | $25,000 | Paid annually |
| Committee member retainers (Audit, Risk) | $15,000 | Paid annually |
| Committee member retainers (HR, N&G, Tech, CR) | $10,000 | Added in 2024–2025 term |
Deferred compensation: Directors may defer up to 100% of cash retainers into accounts tracking PNC stock or an interest rate; no above-market earnings; DSUs vest immediately and are paid out in PNC shares at retirement or death .
Performance Compensation
| Award Type | Grant Date | Number of DSUs | Grant Date Fair Value | Vesting | Payout | Dividend Treatment |
|---|---|---|---|---|---|---|
| DSUs (Outside Directors DSU Program) | Apr 24, 2024 | 1,075 | $169,915 | Immediate | Shares at retirement or death (1 DSU = 1 share) | Dividends reinvested into additional DSUs (rounded down) |
- No stock options outstanding or unvested stock awards for non-employee directors as of Dec 31, 2024 .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock Notes |
|---|---|---|---|
| Arcosa, Inc. | Industrials | Director | Ordinary course relationships with directors are permitted on nonpreferential terms per independence guidelines; monitor for business dealings with PNC (none specifically disclosed for Alvarado) |
| Kennametal, Inc. | Industrials | Director | Listed as other public company board; no specific related-party transaction disclosed in PNC proxy |
| Trinseo PLC | Chemicals | Director | Listed as other public company board; no specific related-party transaction disclosed in PNC proxy |
- PNC 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 .
Expertise & Qualifications
- Senior leadership across large industrials; deep experience in accounting, sales, manufacturing, planning, and global operations supporting Audit and Corporate Responsibility oversight .
- Financial and operational acumen from CEO/COO roles; broad industry exposure (steel, metals, energy, chemicals) .
- Education: BA Economics (Notre Dame); MBA (Cornell SC Johnson) .
Equity Ownership
| Metric (as of Feb 2, 2024) | Amount |
|---|---|
| Common Stock Ownership (Beneficial) | 1,120 shares |
| Common Stock Units (vest/pay within 60 days) | 5,990 units |
| Total Shares Beneficially Owned | 7,110 shares |
| Cash-Payable Common Stock Units | — |
- Director stock ownership guideline: minimum 5x base retainer; threshold valued at $525,000 as of Dec 31, 2024; all directors met the guideline .
Governance Assessment
- Strengths: Independent director with substantial operating and accounting expertise; sits on Audit (financially literate; Audit Committee designated “financial experts”) and Corporate Responsibility committees, supporting credible oversight of financial reporting, conduct risk, and ESG programs . High board engagement evidenced by 2024 attendance metrics and quarterly executive sessions of independent directors . Strong ownership alignment via DSUs and compliance with stock ownership guidelines; hedging and pledging of PNC securities prohibited for directors, reinforcing alignment .
- Watchpoints: Multiple public company directorships (three listed) approach PNC’s stated review threshold for outside commitments; confirm audit committee memberships at other boards to ensure compliance with “≤3 audit committees” rule and monitor time demands across boards .
- Conflicts/related-party exposure: PNC permits ordinary-course banking relationships with directors under nonpreferential terms and Regulation O; no Alvarado-specific related person transactions disclosed in the proxy . No code of ethics waivers for directors in 2024; restrictions on hedging/pledging and insider trading preclearance apply to directors .