Linda Medler
PNC FINANCIAL SERVICES GROUPAbout Linda R. Medler
Retired U.S. Air Force Brigadier General; Founder, President and CEO of L A Medler & Associates (cybersecurity consulting). Age 68, independent director at PNC since 2018, serving on the Risk and Technology Committees; education includes BBA (University of Arkansas at Little Rock), MS (Naval War College), and MBA (University of Arizona) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L A Medler & Associates, LLC | Founder, President & CEO | Active; founded post-2014 | Boutique cybersecurity consulting; advises commercial and DoD clients |
| Raytheon Missile Systems | Chief Information Security Officer | Prior to 2014 | Led enterprise information security; cyber risk leadership |
| U.S. Air Force / U.S. Department of Defense | Brigadier General; Director of Capability & Resource Integration, U.S. Cyber Command; Director of Communications & Networks (Joint Staff); Joint Chiefs Deputy CIO; Chief of Staff, Air Force Materiel Command; Commander/Vice Commander, 75th Air Base Wing | 30 years total military service; retired 2014 (27 years USAF) | Led mission-critical business, technology and cybersecurity strategies; enterprise-scale communications and cyber oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Target Hospitality Corp. | Director | Within past 5 years | Current public company board (within last 5 years) |
Board Governance
| Committee | Role | 2024 Meetings | Oversight Focus |
|---|---|---|---|
| Risk Committee | Member | 9 | ERM framework; capital & liquidity; credit/market/operational risks; CRO appointment and compensation |
| Technology Committee | Member | 6 | Technology strategy; cybersecurity, cyber fraud, information and physical security; business continuity; vendor tech risk |
- Independence: Board determined Ms. Medler is independent under NYSE rules .
- Attendance: All directors attended at least 75% of Board and committee meetings; average director attendance ~98.5%; all incumbents attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session quarterly, led by the Presiding Director .
- Outside commitments: Audit Committee members limited to ≤3 audit committees; Board reviews directors serving on >3 other public boards .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Board annual cash retainer | $105,000 | Paid in quarterly installments |
| Risk Committee member retainer | $15,000 | Annual, paid July 1 |
| Technology Committee member retainer | $10,000 | Annual; new component starting 2024–2025 term |
| Fees Earned (2024) | $130,000 | Reported total cash retainers for 2024 |
| Annual equity retainer (target) | $170,000 | Granted as DSUs; vest immediately; paid in stock at retirement/death |
| DSU grant (2024 actual) | 1,075 units; $169,915 | Granted April 24, 2024; $158.06 grant-date price |
- Deferred compensation: Non-employee directors may defer up to 100% of cash retainers into accounts tracking PNC stock or plan interest; DSUs vest at grant and pay out in stock upon retirement or death .
- Perquisites: Matching charitable gifts up to $5,000; no incidental benefits to Ms. Medler in 2024; no aircraft personal-use costs reported .
Performance Compensation
PNC does not use performance-based equity or options for non-employee directors; DSUs vest at grant and are paid in shares at retirement/death; there are no director-level performance metrics tied to compensation .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company boards | Target Hospitality Corp. (within past 5 years) |
| Interlocks | None disclosed; Board confirmed independence and applies a Related Person Transactions Policy for potential conflicts . |
| Ordinary-course relationships | PNC provides standard banking/credit services to many directors/affiliates on nonpreferential terms; such relationships do not impair independence per guidelines . |
Expertise & Qualifications
- Cybersecurity, information technology, and digital transformation expertise from USAF and Raytheon leadership roles .
- Strategic and operational oversight experience at U.S. Cyber Command and Joint Staff; multi-function leadership credentials .
- Committee fit: Expertise aligns directly with Technology Committee’s cyber/technology oversight; supports Risk Committee’s operational risk governance .
Equity Ownership
| As of Jan 31, 2025 | Count |
|---|---|
| Common shares owned | 71 |
| Stock-payable common stock units | 8,544 |
| Total beneficially owned shares (incl. units vesting within 60 days) | 8,615 |
| Cash-payable common stock units | 1,069 |
| Total beneficially owned + cash-payable units | 9,684 |
- Ownership guideline: 5× annual base retainer (threshold valued at $525,000 as of 12/31/2024); all directors met minimum ownership at that time .
- Hedging/pledging: Prohibited for directors and certain senior employees (no derivatives, short sales, or pledging PNC securities) .
- Options: None outstanding for directors as of Jan 31, 2025 .
Governance Assessment
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Strengths: Independent director with deep cyber/technology expertise placed on Risk and Technology Committees; strong committee engagement (9 and 6 meetings in 2024), Board-wide high attendance; ownership guideline compliance; hedging/pledging prohibitions enhance alignment .
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Compensation alignment: Cash retainer plus DSUs (paid at retirement) supports long-term alignment; no performance-based director pay (consistent with market practice) .
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Conflicts and related-party risk: No related-party transactions disclosed for Ms. Medler; robust policy and independence determinations reduce conflict risks .
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RED FLAGS: None disclosed specific to Ms. Medler (no hedging/pledging, no related-party transactions, independent status affirmed). Continued monitoring of ordinary-course relationships for any changes remains prudent .