Martin Pfinsgraff
PNC FINANCIAL SERVICES GROUPAbout Martin Pfinsgraff
Independent director of The PNC Financial Services Group, Inc. (PNC) since 2018; age 70 as of April 23, 2025. Former Senior Deputy Comptroller for Large Bank Supervision at the Office of the Comptroller of the Currency (OCC), with deep regulatory, credit and market risk expertise. Education: Allegheny College (BBA in Psychology) and Harvard Business School (MBA) . He serves on PNC’s Audit Committee and chairs the Risk Committee; he also sits on the Board’s Executive Committee by virtue of chairing a key committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office of the Comptroller of the Currency (OCC) | Senior Deputy Comptroller, Large Bank Supervision | Retired Feb. 2017 | OCC Executive Committee; Senior Supervisors Group (international supervisors) |
| OCC | Deputy Comptroller for Credit and Market Risk | 2011–2013 | Led credit/market risk oversight |
| iJet International | COO and CFO | 2000–2009 | Operating risk management solutions provider |
| Prudential Insurance | Treasurer | 1989–2000 | Treasury leadership |
| Prudential Securities | CFO and President, Capital Markets | 1989–2000 | Capital markets leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards (past 5 years) | None | — | No other public company directorships within 5 years |
Board Governance
- Committee assignments: Audit Committee member; Risk Committee Chair; Executive Committee member (Exec Committee includes chairs of Audit, HR, N&G, Risk plus CEO; chaired by Presiding Director) .
- Independence: Determined independent under NYSE rules; 12 of 13 directors (92%) independent; CEO is not independent .
- Board/committee activity: Board held 10 meetings in 2024; Risk Committee held 9; Audit Committee held 11; Technology 6; Human Resources 8; N&G 5; Corporate Responsibility 4 .
- Attendance and engagement: All directors attended at least 75% of Board and applicable committee meetings in 2024; average director attendance ~98.5%; all incumbent directors attended the 2024 annual meeting .
- Risk oversight scope (as Chair): Oversees ERM Framework, risk appetite, capital stress testing and capital/liquidity management; appoints and evaluates Chief Risk Officer; reviews risk components of incentive plans with HR Committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $165,000 | Includes Board retainer and committee chair/member retainers per program |
| Annual Equity Retainer (DSUs) | $169,915 | 1,075 DSUs granted on Apr. 24, 2024 at $158.06/share; DSUs vest immediately and pay out at retirement/death; dividends reinvested into DSUs |
| All Other Compensation | $0 | No matching gifts or other benefits reported for 2024 |
Program details impacting fees:
- Board cash retainer: $105,000; Presiding Director retainer $50,000 (not applicable to Pfinsgraff) .
- 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 .
Performance Compensation
| Performance Metric Linkage | Applies to Director Compensation? | Detail |
|---|---|---|
| Company financial/TSR metrics tied to director equity | No | Director DSUs are service-based, vest immediately, and pay out at retirement/death; no performance conditions disclosed |
| Discretionary performance adjustments | No | Not applicable to non-employee director compensation; performance structures apply to executives, not directors |
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|
| None (past 5 years) | — | — | None disclosed |
Expertise & Qualifications
- Regulatory and risk management: Led OCC Large Bank Supervision; Deputy Comptroller for Credit and Market Risk; member of international Senior Supervisors Group .
- Finance and capital markets: Former CFO and President, Capital Markets at Prudential Securities; Treasurer of Prudential Insurance .
- Operations and risk solutions: COO/CFO at iJet International (operational risk management solutions) .
- Education: Harvard MBA; Allegheny College BBA in Psychology .
Equity Ownership
| Ownership Category | Shares/Units | Notes |
|---|---|---|
| Common stock owned | 1,009 | Includes shares held jointly with spouse |
| Common stock units (payable in shares) | 8,544 | Vested or vest within 60 days of Jan. 31, 2025 |
| Total beneficially owned | 9,553 | Beneficial ownership per SEC rules |
| Cash-payable common stock units | — | None shown for Pfinsgraff |
| Ownership as % of outstanding | <1% | Each individual <1%; 395,764,896 shares outstanding |
Stock ownership alignment:
- Director stock ownership guideline: Minimum 5x annual base retainer; minimum threshold valued at $525,000 as of Dec. 31, 2024; all directors met the guideline .
- Restrictions: Directors prohibited from hedging or pledging PNC securities; also prohibit day-trading, short-selling, and derivatives (other than plan securities) .
Governance Assessment
- Board effectiveness: Pfinsgraff’s regulatory depth and risk leadership as Risk Committee Chair strengthen ERM oversight, capital and liquidity governance, and CRO accountability—critical for investor confidence in a large bank .
- Independence and attendance: Independent status under NYSE rules and strong overall attendance metrics support robust oversight and engagement; quarterly executive sessions reinforce independent challenge culture .
- Compensation alignment: Balanced director pay mix (cash plus DSUs) with deferred equity paid at retirement enhances long-term alignment; DSUs vest immediately but are settled later, promoting sustained horizon .
- Potential conflicts/related-party exposure: PNC’s Code prohibits hedging/pledging; Related Person Transactions Policy requires independent committee approval, arm’s-length terms, and Regulation O compliance for any director banking relationships; ordinary course services to directors are on nonpreferential terms and do not impair independence per guidelines .
- RED FLAGS: None disclosed specific to Pfinsgraff—no other public boards (reduces overboarding risk), no pledging, no related-party transactions tied to him reported. Note that the CEO sits on the Risk Committee by design; however, the committee remains majority independent and Pfinsgraff chairs it, mitigating management influence risk .