Marjorie Rodgers Cheshire
PNC FINANCIAL SERVICES GROUPAbout Marjorie Rodgers Cheshire
Marjorie Rodgers Cheshire, age 56, is an independent director of PNC, serving on the Board since 2014. She is Principal of A&R Development Corp., with prior roles as its President & COO (2004–2021), and has senior leadership experience in media and sports at the NFL, Oxygen Media, and ESPN; she holds a BS in Economics from Wharton and an MBA from Stanford GSB . She currently chairs PNC’s Corporate Responsibility Committee and serves on the Risk and Nominating & Governance Committees; the Board determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A&R Development Corp. | Principal | Not disclosed | Diversified real estate investment focus in Baltimore/Washington, DC markets |
| A&R Development Corp. | President & Chief Operating Officer | 2004–2021 | Led operations, asset management, strategic initiatives |
| National Football League | Senior Director, Brand & Consumer Marketing | Not disclosed | Senior leadership in marketing |
| Oxygen Media | Vice President, Business Development | Not disclosed | Senior leadership role |
| ESPN | Director & Special Assistant to the Chairman & CEO | Not disclosed | Senior leadership role |
| The Boston Consulting Group | Consultant | Early career | Strategy consulting |
| Nestlé Foods | Brand Management | Early career | Consumer brand management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Exelon Corporation | Director | Not disclosed | Listed among other public company directorships within last 5 years |
| Empowerment & Inclusion Capital I Corp. | Director | Until Dec 2022 | Past public company directorship |
| Baltimore Equitable Insurance | Chair of the Board | Not disclosed | Private/Mutual insurer role |
| Johns Hopkins Medicine/Johns Hopkins Hospital | Trustee | Not disclosed | Non-profit board roles |
Board Governance
- Independence: Board determined she is independent under NYSE rules; Board composition is 92% independent .
- Committee assignments (2024/2025): Corporate Responsibility (Chair); Risk; Nominating & Governance; previously chaired the Compliance Subcommittee (dissolved April 2024 after one meeting) .
- Attendance and engagement: In 2024 each director attended at least 75% of Board and applicable committee meetings; average director attendance was ~98.5%; all incumbent directors attended the 2024 annual meeting. The Board holds regular executive sessions of independent directors each quarterly meeting, presided over by the Presiding Director (Andrew T. Feldstein) .
| Committee | Role | 2024 Meetings | Scope/Notes |
|---|---|---|---|
| Corporate Responsibility | Chair | 4 | Oversees corporate responsibility strategy, Community Benefits Plan, and related disclosures/engagement |
| Risk | Member | 9 | Oversees ERM framework, risk appetite, capital stress testing, and CRO oversight |
| Nominating & Governance | Member | 5 | Governance, director nominations, Board/committee evaluations, director compensation oversight |
| Compliance Subcommittee | Chair (until dissolution) | 1 | Subcommittee dissolved April 2024; comprised solely of independent directors |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned (Cash) | 165,000 | Includes Board annual cash retainer and additional retainers for committee chair/member roles; $33,000 voluntarily deferred under the Directors Deferred Compensation Plan |
| Stock Awards (DSUs) | 169,915 | 1,075 DSUs granted 4/24/2024; grant-date price $158.06 per share under 2016 Incentive Award Plan |
| All Other Compensation | 5,000 | Charitable matching gifts (capped for directors at $5,000/year) |
| Total | 339,915 | Sum of components above |
Additional program features:
- Outside Directors Deferred Stock Unit Program: DSUs vest immediately; paid out in PNC shares at retirement or death; accrue dividend equivalents; no voting rights .
- Directors Deferred Compensation Plan: May defer up to 100% of cash retainers into phantom stock units (track PNC stock) or an interest-rate account; payouts in cash per elected schedule; no above-market or preferential earnings .
- No outstanding stock options or unvested stock awards for non-employee directors as of 12/31/2024 .
Performance Compensation
| Feature | Status | Notes |
|---|---|---|
| Performance-based equity (PSUs/options) | Not disclosed for directors | Annual director equity is DSUs that vest immediately; no options outstanding for non-employee directors |
| Performance metrics tied to director pay | None disclosed | Director equity grants are not performance-conditioned |
| Clawback/forfeiture (executive-focused) | Company maintains clawback and forfeiture policies; executive-focused | Framework described for executives; not specific to director equity |
Other Directorships & Interlocks
| Company | Type | Status/Timing | Committee Roles (if disclosed) |
|---|---|---|---|
| Exelon Corporation | Public | Within past 5 years (current not explicitly dated) | Not disclosed |
| Empowerment & Inclusion Capital I Corp. | Public (SPAC) | Until Dec 2022 | Not disclosed |
- Conflicts/interlocks: PNC discloses it provides ordinary-course financial services and credit to most directors and certain affiliated entities on non-preferential terms; loans/extensions of credit must comply with Regulation O, with independence impaired if a director’s credit does not comply. Such relationships, when on market terms, are deemed non-material under Board guidelines .
Expertise & Qualifications
- Real estate operations and investing; marketing/media leadership; community engagement in Baltimore .
- Committee leadership: Corporate Responsibility Chair; prior Compliance Subcommittee Chair (independence and risk oversight familiarity) .
- Education: BS, Wharton (UPenn); MBA, Stanford GSB .
- Board skills matrix areas broadly emphasized by PNC include marketing/branding/retail, corporate responsibility, and public company board experience—areas aligned with her background .
Equity Ownership (as of Jan 31, 2025)
| Metric | Amount | Notes |
|---|---|---|
| Common stock (beneficial) | 218 | Sole/shared voting and investment power as defined by SEC rules |
| Common stock units (payable in shares) | 10,060 | Includes units vested or vesting within 60 days; counted toward beneficial ownership under SEC rules |
| Total shares beneficially owned | 10,278 | Sum of common stock and share-payable units |
| Cash-payable common stock units | 9,445 | Phantom stock units; not counted as beneficial ownership under SEC rules |
| Total shares beneficial + cash-payable units | 19,723 | Beneficial ownership plus cash-payable units |
| % of outstanding shares | <1% | Each individual director’s beneficial ownership is <1%; 395,764,896 shares outstanding |
Ownership alignment policies:
- Director stock ownership guideline: Minimum 5x annual base retainer; as of 12/31/2024 the threshold was $525,000; all directors serving at that time satisfied the threshold .
- Hedging/pledging: Directors are prohibited from hedging or pledging PNC securities; also prohibited from short sales and derivatives of PNC securities (outside compensation plans) .
Governance Assessment
-
Strengths
- Independent director with long tenure (since 2014) and demonstrated committee leadership as CR Chair and prior Compliance Subcommittee Chair—valuable for oversight of reputational, regulatory, and community-related risks .
- Active on Risk and Nominating & Governance Committees, enhancing Board effectiveness in ERM and governance continuity; Board-wide attendance robust (avg ~98.5% in 2024) and regular independent executive sessions support strong oversight .
- Director pay structure balanced between cash and equity (DSUs), with meaningful ownership requirements met, and prohibitions on hedging/pledging—supporting alignment with shareholders .
-
Monitoring points
- Ordinary-course banking and credit relationships may exist between PNC and directors or their affiliated entities; while conducted on non-preferential terms under Regulation O and treated as non-material, they warrant continued transparency given her role as a real estate investor and principal at A&R Development .
- No red flags identified related to attendance, director-related perquisites (limited to small matching gifts), or option repricing; no director stock options outstanding as of year-end 2024 .
-
RED FLAGS
- None disclosed specific to Ms. Cheshire. Company-wide policies prohibit hedging and pledging by directors, mitigating key alignment risks .