Welcome, everybody. Good morning. We're so excited to be here with all of you, Deb Lindway and myself. I am Lydia Carr. I'll be your moderator today.And joining me is Deb Lindway. She is the executive vice president at PNC Bank, where she leads both the technology m and a office and corporate security. Deb, welcome, and thank you for being with us here today.

Well, thank you, Lydia. And, really happy to be here today, at the Women in Tech Global Conference.

Deb, let's dive in then since everybody's here. Can you give us an overview of what an a day like at, M and A PNC Bank?

Yes. So, PNC, for those that may not know, PNC is the sixth largest bank in The US. And like all large banks, PNC has grown over the years, with a history of acquisitions, as well as organic growth. So PNC, the last significant acquisition that PNC did was in 2021, with a US bank that was roughly 25 to 30% of PNC's, size to grow in terms of assets and customers. And it was a strategic acquisition that was really, put together as a deal to build out our further footprint across the Southwest Part Of The United States. So that's kind of a quick, you know, our our last biggest deal. An interesting point to make about that one is, as I mentioned, it was in 2021. So we were still largely living in a pandemic type environment, where most people were working remote.

And so compared to a lot of the other m and a deals that I've worked on in the past, we had to figure out new ways of connecting and sharing information, and we weren't able to, you know, be face to face, side by side like you typically are in a large acquisition deal. And also we, we executed this deal within a ten months time frame, you know, again, during a pandemic environment. So it was a very fast paced, exciting acquisition for us. So

And during the pandemic. So that sounds like definitely a success story there.

Yes. Yes.

In your experience, what are some of the critical factors, to consider when when engaging in an m and a?

Yeah. We work very closely. We have a corporate m and a office. So, with an m and a, you're always looking at, you know, from a finance perspective, is this a good deal, for for p and c to consider? From a business strategy perspective, how does it play into our overall growth strategy? Does it help to build us out in new markets that we're looking to expand to? Does it help round out and improve a product platform that we use to service our customers? And also from the perspective I look at, you know, from a tech and security perspective, potentially, is there a new tech element that that we may be interested in? But also probably most importantly, understanding, you know, are we able to successfully and in a very aggressive timeline, be able to map over and, bring over all of the data, especially data is huge when you're looking at any any M and A deal from a technology perspective.

Are we able, you know, to have a very high success rate and ensuring that we, you know, make the customer experience, as minimally disruptive as possible and that we can be well prepared in terms of, bringing over the data, doing all the testing, those types of things, and and always kinda keep that customer journey, customer experience in mind too.

Right. It sounds like there are a lot of folks and teams involved. In such a project, how long typically does it take and what type of teams are involved in the unique?

Yeah. So we have playbooks, that we have in place so that we are ready to kind of activate a deal at any point in time. So we've identified across, for example, in my space and technology security, we've got, you know, leads identified from every key function that we need. We take what we call kind of a three in a box approach for, for, M and A acquisition deals, where we have a lead from every function line of business within technology. And then we also have their peer counterpart at the acquired bank. And then we have a third role that is kind of our program project, key role oversight to make sure that we are staying on track with all the many deliverables and timeline, that we're held accountable to, and and that we kind of escalate where needed and roll it up at an aggregate level, with kind of a command center approach to make sure that we are staying, on the the right path for timeline and and quickly addressing issues across the team, where we've got the the peer counterparts working closely together.

So it's a very large complex team, but, you know, we we've got good playbooks to kinda keep the structure together.

Yeah. Thanks for those playbooks because it it is a big team, based on what you're telling us. When you're evaluating a potential m and a target, what specifically does PNC Bank look for?

I would say what PNC Bank looks for, again, you know, on the business side and the finance side, you're always looking for strategically, how does it fit with our growth plan? On the finance side, you're looking for opportunities to both, increase and grow revenue, with new customers. Also understanding are there synergies, from an expense reduction that as you're bringing, you know, two companies together, you know, where can we, find potential cost save opportunities as well, typically in in any type of m and a deal. So really it's enabling our growth, you know, helping us from a revenue and a cost perspective. And then also in terms of evaluating, understanding, are there potentially any unique products that, you know, we would wanna add to our portfolio? And then also, you know, I know we've talked about this a little bit before in terms of a risk perspective.

We need to make sure that, you know, P and C is very conservative. Our our brand name is that we are brilliantly boring, which means that, you know, we take a very deliberate approach into, you know, the trust that our customers place in us to maintain, the safety, and and soundness of their data, of their accounts. And we have to make sure that any potential m and a target, you know, has a similar leadership and culture and and structure to support that.

I love hearing that because by default, as a consumer, I trust my bank and if there the banks are expected to be trusted. But it's so good to hear from you that one of the first things that you're looking at, not just as a bank, but all those targets and the potential m and a's you're looking at is the risk factor and the trust factor that aligns with your values and your vision as well to protect the customers.

Mhmm.

What are some of the make it or break it factors that are nonnegotiable for the bank?

From a make it or break it perspective, again, it kinda goes back to that, security and risk profile of a potential target, that we have, confidence. And we also have, you know, our regulators and our internal risk functions that participate in this, that making sure any potential target, doesn't have, you know, the potential or the past history of having incidents where, something is breached or, you know, there are incidents from a risk security data perspective.

So from from our perspective, my perspective in particular, that's always a a key element of understanding. And, again, I think, you know, part of that too is the is the people part of it, the leadership, and just, you know, you kinda get a sense for that as you're going through the due diligence phase of a deal.

Mhmm. Speaking of risk factors, let's talk about regulations. Can you touch base on some of the regulations landscape and some red flags that could potentially derail a deal?

Yes. No. Great question. We work very closely with our regulatory partners and are very transparent as far as, you know, I've mentioned our playbook. So we've recently refreshed, our our playbooks from a tech security perspective. We have some new technology platforms in place, and and then we make sure that our playbooks reflect again exactly how we would activate if there were to be a deal opportunity. And the regulators really look to make sure that we are able to do that, from a process and people perspective. And also that we can do it with everything else that we still need to do, you know, from business as usual. So, you know, they really wanna see how we've structured it, how we've, you know, build out our strategy and our plan for resources, how we're going to execute, and then, you know, to make sure that red flags, again, we could potentially, look at with a target.

And then also that, you know, we ourselves don't have any issues that they think we need to address before we, you know, move on to a significant M and A deal. So, but we work very closely with them, you know, as far as the transparency of everything we have in place.

Okay. Thank you. I'm just gonna stay with regulations one more time. But bring in AI because, you know, lately, it's all about AI technology, fintech. How is PNC managing AI and the regulations aspect?

No, that's a great question. And, my last role prior to stepping into my current role, I, led the AI, team, including governance, what we're building around it, in, you know, the past, six months to twelve months. So, you know, from an AI perspective, AI has been around a very long time. So there are many elements of, I'd say, traditional AI that banks and every company's out there using to be more efficient, you know, to be able to have more capacity and free up our resources to do other things. But when you start talking about the machine learning and generative AI and large language models, that's where, you know, there's a little more caution in terms of what types of use cases are ready to deploy, what types of data is being used and making sure that, you know, however, as we're building out our own models or we're leveraging, you know, third parties and vendors that, you know, we really understand how the models are being trained, the data, etcetera.

So we're taking, I would say, a very, cautious approach to that. Mhmm. Make sure that we're focused on a very small number of use cases with high ROI value return. But but definitely, taking a a cautious approach when it comes to, especially, the the new types of AI out there for for p and c. And, again, being very open with our risk and regulatory partners on, you know, how we're governing that and and managing that for approval across, P and C.

K. Thank you for that. Yeah. And going looking forward, how does P and C, prepare for a future M and A opportunity?

Yeah. So I think I've mentioned a few of the points. You know, we have to make sure we're ready and continue to refresh. You know, as things continue to change and within our environment, as we advance new technologies within P and C that our, our playbooks and our plans reflect that, in terms of how we would actually execute. And we also need to stay close to what's going on, around us as well. So we stay close to, you know, some of our external partners and understand, you know, what is going on, in terms of potential opportunities and, you know, readiness for for large bank deals to start to emerge. So we do continue to refresh, you know, our strategies, understanding again where we've got strategic fit, where we've got a financial fit, and again, balancing and making sure that we have the resources and our playbooks and the support, to execute, when when time, when the time is right.

Okay. I heard playbooks a lot. Yeah. I know. I know. I know.

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Yeah, absolutely. And with your playbooks, does it like, do you build new ones or does, is it, does it different from acquisition to acquisition or the industry that you're acquiring?

Mhmm. We try and keep it at a higher level where it can apply to different size deals. There are some nuances depending on, you know, if it's a a smaller deal less than 10% of our size or 20%, you know, that deal, for example, would not be as disruptive to what we do every day, you know, business as usual. As you scale up past, you know, 50% or larger of our size, there are some, you know, different challenges or nuances that we need to consider in terms of, you know, assessing from a resource perspective, you know, what other work do we potentially need to pause or stop or, you know, reduce scope, in order to find that balance of being able to do both.

K. So there there are nuances as you get to a large deal size, but the overarching framework, will remain the same.

Okay. Thank you for that. Mhmm. We have a couple of minutes left, and I just wanna ask questions on behalf of our audience here. I have two questions, actually. One of them is if I was, if I am a founder and I wanna be acquired by PNC, how could I prepare for that?

I think, you know, there's fundamentally understanding, what PNC, what our strategy is, where we are looking to grow, where there may be a unique opportunity from a product or a solution or, you know, service offering, familiarity with, you know, our how we approach our customers.

You know, we're we're tagged as again, brilliantly boring. Also, we describe ourselves as a main street bank. So we have, you know, local teams, regional presidents out in every single market. So, you know, very hands on, you know, focused on on the client relationships. So I think it's kind of understanding where the fit is, in terms of a product offering and also understanding, you know, our growth strategy and, again, sort of the culture, and the the customer focus of the company.

Okay. I mean, one more question for you. For those of you who wanna, grow in their career, m and a field, how can I get started? What are some of the skills that I need?

From a I'd say from my perspective, again, more tech and and security, data analytics is is huge because, you know, the biggest part of, a successful integration is successfully bringing over all the data that we need to and mapping it, the data mapping, the product mapping, leveraging AI to your point about AI, where can we be more efficient?

So how do we continue to improve our processes and leverage AI? So having, you know, somewhat of a analytical type background, but also, you know, being able to demonstrate you can work well within teams and well within driving, you know, very aggressive timelines and, you know, having the type of background to manage, a lot of surprises and issues that you will always find as you're, acquiring and integrating a new company.

That's just part of it to be able to work quickly through that effectively.

K. Sounds like a lot of project management roles too.

Yes. Mhmm. Absolutely.

Yeah. Data, AI, technical, and project management.

Yes.

Deb Deb, thank you so much for joining us. We're here at the end of our session today. It was a pleasure to hear and learn all about M and A and to have you here. And I just wanna thank everyone else who joined us here today.

Yes. And and thank you very much, Lydia. And, really enjoyed being here and be able to share a little bit about, what we're doing at PNC. So thank you.