PNC FINANCIAL SERVICES GROUP INC
For the period ended Apr 23, 2025. Filed Mar 12, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 23, 2025 · Filed Mar 12, 2025
Contents
Total compensation framework
To help achieve our compensation objectives, we evaluate our executive pay program and make pay decisions using a total compensation framework, similar to many of our peers.
| ∎ | Each NEO has a total compensation target for the year that consists of (1) a base salary and (2) an incentive compensation target amount. |
| ∎ | The HR Committee generally sets these total compensation targets in the first quarter of the year or when an executive joins PNC or assumes new responsibilities. |
| ∎ | The incentive compensation target is composed of annual cash and long-term equity-based awards, and the HR Committee establishes a specific minimum percentage of compensation that will be delivered through long-term equity-based awards. |
| ∎ | Under our program, the CEO receives at least 70% of total compensation (i.e., base salary and incentive compensation) in the form of long-term equity-based incentive awards, as illustrated below. All other NEOs receive at least 50% of total compensation in the form of long-term equity-based incentive awards. |
Once the HR Committee sets the total compensation target, base salary, the only fixed source of cash compensation, is paid during the performance year. After year-end, what remains to be awarded within the total compensation framework is variable incentive compensation—the annual cash incentive award and the long-term equity-based incentive award. These amounts are evaluated and approved by the HR Committee during the first quarter of the following year, as discussed in more detail in “—2024 performance and compensation decisions—2024 incentive compensation decisions” below.
| 64 | THE PNC FINANCIAL SERVICES GROUP, INC. - 2025 Proxy Statement |
Total incentive compensation evaluated together. Under PNC’s total compensation framework, annual cash and long-term incentive awards are evaluated together, not as separate programs. The HR Committee makes a single decision on the level of incentive compensation to award relative to target incentive compensation based on performance. Given this structure, the HR Committee cannot adjust the annual cash incentive element or the long-term incentive element without also adjusting the other elements. The HR Committee may, however, increase the percentage of the long-term incentive award within the overall pay mix.
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