Richard Harshman
PNC FINANCIAL SERVICES GROUPAbout Richard J. Harshman
Richard J. Harshman (age 68) has served on PNC’s board since 2019 and is an independent director with deep leadership experience as former Chairman, President and CEO of Allegheny Technologies Incorporated (ATI), and prior roles as COO and CFO; he holds a BS in Accounting (Robert Morris University) and was previously a CPA licensed by California . He currently chairs PNC’s Audit Committee and serves on the Human Resources, Nominating & Governance, and Executive Committees, reflecting finance, audit and human capital expertise aligned with board oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ATI Inc. (formerly Allegheny Technologies) | Chairman, President & CEO | 2011–2018 | Led complex, global specialty materials manufacturer; oversight across operations, sustainability, finance |
| ATI Inc. | President & COO | 2010–2011 | Enterprise operations leadership |
| ATI Inc. | EVP & CFO | 2000–2010 | Finance, accounting, capital allocation |
| Teledyne, Inc. (predecessor to ATI) | Internal Auditor | Began career in 1978 | Foundation in controls and audit discipline |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ameren Corporation | Director (public company) | Current (within past 5 years) | Utility governance; prior lead independent director experience at another public company noted |
| Pittsburgh Cultural Trust | Immediate past chair; current Executive Committee member | Current/past | Community and cultural oversight |
| United Way of Southwestern Pennsylvania | Executive Committee member | Current | Community investment governance |
| Allegheny Conference on Community Development | Past Chair | Past | Regional economic development leadership |
| Robert Morris University | Past Trustee | Past | Academic governance |
Board Governance
- Committee assignments: Audit (Chair), Human Resources Committee member, Nominating & Governance Committee member, Executive Committee member .
- Independence: Board determined Harshman is independent under NYSE standards; PNC maintains 92% board independence (12 of 13 directors) .
- Attendance and engagement: Board held 10 meetings (plus 2 strategic sessions) in 2024; each director attended at least 75% of applicable meetings, average ~98.5% attendance; all incumbent directors attended the 2024 annual meeting; independent directors meet in executive session quarterly .
- Audit Committee activity: Audit Committee held 11 meetings in 2024; all members are financially literate and “audit committee financial experts”; Harshman signed the Audit Committee Report as chair .
- HR and N&G Committee cadence: HR Committee held 8 meetings in 2024; N&G held 5 meetings; mandates include CEO compensation oversight, succession planning, board evaluations, director compensation oversight .
- Governance practices: Majority vote standard and annual elections; presiding director leads independent oversight; robust committee structure including Technology and Corporate Responsibility committees .
Fixed Compensation
| Component (Directors) | Structure | Harshman 2024 Actual |
|---|---|---|
| Board annual cash retainer | $105,000; paid quarterly | Included in total fees earned $170,000 |
| Committee chair retainers | Audit/Risk: $30,000; HR/N&G/Tech/CR: $25,000; paid annually | Audit Chair component included in fees |
| Committee member retainers | Audit/Risk: $15,000; N&G/Tech/CR: $10,000 (added for 2024–2025 term) | Member components included in fees |
| Total fees earned (cash) | Sum of retainers and roles | $170,000; $42,500 deferred under Directors Deferred Compensation Plan |
| All other compensation | Matching gifts (max $5,000); travel/expenses; no tax gross-ups | $5,000 (charitable matching) |
2024 director compensation totals: Fees earned $170,000; Stock awards $169,915; All other $5,000; Total $344,915 .
Performance Compensation
| Equity Element | Grant Date | Units / Terms | Grant-Date Value | Performance Metrics |
|---|---|---|---|---|
| Annual DSU grant | April 24, 2024 | 1,075 DSUs; vest immediately; paid in stock at retirement/death; dividends reinvest as DSUs; no voting rights | Fair value $169,915 at $158.06/share | None; director equity is not tied to operating metrics |
PNC does not disclose performance metrics for director compensation; DSUs are time-based and deferred for alignment (no performance hurdles) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Ameren Corporation |
| Compensation committee interlocks | None: HR Committee members (including Harshman) were not PNC officers; no reciprocal interlocks with other companies’ boards/comp committees in 2024 |
Expertise & Qualifications
- Financial, audit and operational leadership: Former CEO, CFO, COO; Audit Committee chair; board-designated audit financial expert composition supports rigorous oversight .
- Human capital and sustainability: Experience in talent management and sustainability from public company leadership; HR Committee membership aligns with oversight responsibilities .
- Community leadership: Executive roles in regional nonprofits contributing to stakeholder engagement and reputation .
Equity Ownership
| Holder | Common Shares | Common Stock Units (payable in shares within 60 days) | Beneficial Ownership (SEC) | Cash-Payable Stock Units | Total Incl. Cash Units |
|---|---|---|---|---|---|
| Richard J. Harshman | 1,150 (includes joint with spouse) | 7,305 | 8,455 | 1,843 | 10,298 |
| Percent of outstanding | <1% for each individual; group ~0.4% | — | — | — | — |
- Ownership guidelines: Directors must hold at least 5× base retainer (threshold $525,000 as of 12/31/2024); all directors satisfied, indicating alignment .
- Hedging/pledging: PNC prohibits directors from hedging and pledging PNC securities; insider trading controls include blackout periods and preclearance; DSUs/phantom units governed by deferral policies .
Governance Assessment
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Strengths:
- Audit Committee leadership with high meeting cadence (11 in 2024) and “financial expert” composition supports robust financial reporting oversight; Harshman signed the committee’s report affirming independence and PCAOB-required discussions with PwC .
- Multi-committee service (HR and N&G) enhances cross-functional governance (compensation, succession, board evaluation) while maintaining NYSE independence .
- Director pay structure balances cash and equity with deferred DSUs, clear clawback and no tax gross-ups—aligned with shareholder-friendly practices .
- Ownership alignment via stock ownership guidelines and prohibitions on hedging/pledging enhances investor confidence .
-
Potential risks/monitoring points:
- Workload management: Chairing Audit while serving on HR and N&G requires continued attention to meeting load and scheduling; PNC discloses committee meeting counts and dissolved a subcommittee to manage workload in 2024 .
- Ordinary-course relationships: PNC provides banking services to directors/families/affiliates under Regulation O and independence guidelines—monitor for any changes; policy entails non-preferential terms and board oversight .
- Say-on-pay environment: Corporate say-on-pay support was strong (94.25% in 2024), but continued investor outreach remains prudent for compensation governance consistency .
Overall, Harshman’s audit and finance background, independence, attendance, and ownership alignment, combined with PNC’s governance structures (majority voting, executive sessions, clawbacks, hedging/pledging bans), present a positive governance profile with standard banking oversight sensitivities to monitor (committee workload and related-person ordinary-course engagements) .