PNC FINANCIAL SERVICES GROUP, INC.

In the first quarter of each year, the HR Committee evaluates performance for the prior year to (1) determine the prior year’s total incentive compensation awards and (2) set the total compensation target for the current year.

How the HR Committee assesses performance. The HR Committee evaluates executive performance using a balanced, multi-factor framework designed to reinforce long-term, risk-adjusted value creation. In determining annual incentive payouts, the HR Committee reviews performance across several dimensions—financial results, execution against strategic priorities, risk-management effectiveness, customer outcomes, talent development, financial discipline, and leadership. These factors are considered collectively to provide a comprehensive assessment of performance.

Why the HR Committee applies a principles-based framework. The HR Committee has intentionally adopted a principles-based approach that emphasizes informed judgment rather than reliance on a rigid formula. Relying solely on formulas can overemphasize short-term or externally driven outcomes and may not fully capture progress on longer-term strategic initiatives critical to sustainable shareholder value. A broader set of quantitative and qualitative indicators allows the HR Committee to evaluate performance more holistically and with appropriate rigor.

Aligning stakeholders. Where feasible, the HR Committee aligns performance considerations with the interests of shareholders, management, and our regulatory framework. Because these objectives can diverge—such as the balance between returns and acceptable risk levels—the HR Committee believes a diversified set of metrics, combined with the ability to apply structured, risk-based adjustments, provides a more responsible and effective approach to compensation determination. This framework supports sound governance, reinforces prudent risk management, and promotes long-term value creation.

Governance safeguards. The HR Committee employs several governance safeguards to ensure that incentive determinations are made in a disciplined, risk-sensitive manner. The program operates under a structured judgment framework that guides the committee’s discretion and ensures consistent application of evaluative criteria. Incentive outcomes are informed by multiple performance measures, thereby reducing reliance on any single metric and mitigating undue volatility. The HR Committee may then apply risk-management adjustments to confirm that payouts appropriately reflect the quality and sustainability of performance. In addition, a holistic review of both results and behaviors reinforces expectations for sound leadership and a strong risk culture. Finally, the program is designed to maintain alignment with shareholder and regulatory expectations, supporting long-term value creation and adherence to safe and sound banking practices.

HR Committee evaluates performance quarterly. Our CEO reviews PNC’s quarterly and annual performance with the HR Committee. During these quarterly reviews, the HR Committee receives a report on the following metrics, with comparisons to the prior year’s results, the current year’s budget or peer performance results, as appropriate:

We also adjust some of these metrics for certain events as described in more detail in the “—2025 performance and compensation decisions—2025 performance” section.

Evaluating performance against strategic priorities, risk performance, talent management and succession planning. In addition to these metrics, the HR Committee regularly reviews PNC’s performance against its strategic priorities and meets with the Chief Risk Officer on a quarterly basis to review and discuss risk performance. The HR Committee also reviews the talent trends throughout our workforce quarterly, including talent recruitment, development, retention and employee engagement trends. In addition, as part of its Board-delegated duties, the HR Committee is responsible for regularly discussing succession planning and overseeing and evaluating succession plans for PNC’s senior executive management (other than the Chief Risk Officer, the General Auditor and their direct reports, which are handled by the Risk and Audit Committees respectively).

Use of the term “peer group” in this CD&A. In evaluating performance and compensation outcomes, the HR Committee uses peer group comparisons for different purposes. Unless otherwise specified, references to the “peer group” (lowercase) throughout this CD&A refer to the Performance Peer Group used to evaluate PNC’s performance relative to comparable institutions. When the HR Committee refers to the broader group used for compensation benchmarking, this CD&A uses the defined term “Compensation Peer Group” (capitalized). The composition and rationale for each peer group are described below in the “Peer groups” section.