PNC FINANCIAL SERVICES GROUP, INC.
For the period ended Apr 22, 2026. Filed Mar 11, 2026.
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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 22, 2026 · Filed Mar 11, 2026
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Contents
Incentive compensation program
Determination of incentive compensation levels. As described above, the incentive compensation target awards include two components: (1) an annual incentive award payable in cash and (2) a long-term incentive award that is equity-based and granted in two different forms (PSUs and RSUs).
Step 1: After the performance year ends, the HR Committee evaluates PNC’s aggregate performance for the year, as well as the individual performance of each NEO (with input from our CEO), and determines an incentive compensation amount to be awarded to each executive, expressed as a percentage of the total compensation target set at the beginning of the performance year.
Step 2: Once the HR Committee determines the final incentive compensation amount, it is divided between the annual cash incentive and the long-term equity-based incentive. The long-term incentive award makes up at least 50% of the value of the total compensation awarded to the NEO.
Long-term incentive awards (equity-based). The long-term incentive is equity-based and granted in the form of PSUs and RSUs. These awards, and all other equity-based awards, are granted by the HR Committee under PNC’s shareholder-approved 2016 Incentive Award Plan.
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The table below summarizes the material terms and conditions of the long-term incentive awards granted in 2026 for 2025 performance (these material terms and conditions are the same as the awards granted in 2025 for 2024 performance):
| Name of Award | % of Long-TermIncentive Value | Vesting Schedule | Metrics | Payout Range(% of Target) | Stock orCashPayout |
|---|---|---|---|---|---|
| PSU | 60% | After three-yearperformance period ends | PNC’s return on equity (“ROE”), as adjusted, compared to performance targets | 0–150% | Stock |
| EPS growth, as adjusted, rank against our peer group | |||||
| RSU | 40% | Annual installments overthree years | Time-based | 0–100% | Stock |
PSUs. With respect to 2025 performance, in the first quarter of 2026, the HR Committee granted to our NEOs (excluding Mr. Parsley), PSUs that represent an opportunity to receive shares of PNC common stock. The payout is based on how PNC performs against two corporate performance metrics over a three-year performance period.
Performance against these two metrics generates a percentage (the corporate performance factor). The award may be decreased if PNC fails to satisfy a risk performance metric or based on a discretionary risk performance review conducted by the HR Committee. After applying any risk-related performance adjustment (and if PNC satisfies the risk performance metric), the resulting percentage is applied to the number of target PSUs to determine the final number of units available for settlement. The PSUs have a maximum payout opportunity of 150% of target. Payout of any award under the PSUs also requires satisfaction of service requirements and other award conditions.
Two corporate performance metrics. The two corporate performance metrics include an absolute metric (an internal PNC measurement against a target) and a relative metric (PNC performance against our peer group).
| 1. | Absolute metric – 3-year average ROE (as adjusted) compared to performance targets established in advance by the HR Committee. We adjust ROE for the items described in the paragraphs following the table below. The ROE metric, as adjusted, will be calculated annually for each year of the performance period. At the end of the three-year performance period, average ROE for the performance period will be determined as the average of PNC’s annual ROE for each year. In establishing the ROE performance targets, the HR Committee considers multiple factors, including our historical performance, budget and future growth expectations, peer group results, cost of capital and analyst expectations. |
| 2. | Relative metric – 3-year average EPS growth (as adjusted) compared to the 3-year average EPS growth of our peer group (as adjusted). We adjust EPS growth for the items described in the paragraphs following the table below. This EPS growth metric will be calculated for each year of the performance period. At the end of the three-year performance period, the annual EPS growth percentages will be averaged. PNC’s three-year average EPS growth will be compared to the three-year average of each member of our peer group to determine our percentile rank. |
| 3. | Determining corporate performance factor. Once PNC’s percentile rank relating to average EPS growth, as adjusted, and PNC’s average ROE, as adjusted, are determined for purposes of the grants, the corporate performance factor, ranging from 0–150%, will be calculated using the grid below and applying bilinear interpolation. |
| 72 | THE PNC FINANCIAL SERVICES GROUP, INC. - 2026 Proxy Statement |
The chart below shows the corporate performance metrics for the 2026 PSU grants (the corporate performance metrics for the 2025 grants were disclosed in last year’s proxy statement). For the 2026 PSU grants, the HR Committee increased the ROE performance goals. The three-year average ROE maximum level increased to 13.50% from 13.00%, the target level increased from 11.00% to 11.50%, and the threshold level increased to 9.00% from 8.50% as compared to the prior year PSU awards. In approving this grid, the HR Committee considered the overall economic environment, PNC’s risk appetite as well as an analysis of PNC’s cost of capital and a multi-year pro forma analysis of ROE.
| 2026 PSU Award (2026-2028 Performance Period) · Three-year average EPS growth, as adjusted (relative) | ||||||||
|---|---|---|---|---|---|---|---|---|
| PNC percentile rank(25th percentile orbelow) · PNC percentile rank(50th percentile) · PNC percentile rank(75th percentile orabove) | ||||||||
| Three-yearaverage ROE, as adjusted (absolute) | 13.50% | 100.0% | 125.0% | 150.0% | ||||
| 12.50% | 87.5% | 112.5% | 137.5% | |||||
| 11.50% | 75.0% | 100.0% | 125.0% | |||||
| 10.50% | 62.5% | 87.5% | 100.0% | |||||
| 9.0% | 50.0% | 75.0% | 87.5% | |||||
| Below | 0.0% | 25.0% | 50.0% | |||||
Specific adjustments to corporate performance metrics:
| ∎ | Adjustment for incurred credit losses: When calculating our adjusted average ROE and EPS growth for this award, consistent with our prior awards, we add back the after-tax impact of our provision for credit losses and subtract the tax effected impact of total net charge-offs from the net income amount. Net charge-offs represent a loan (or portion of a loan) that we remove from our balance sheet due to uncollectibility, less any recoveries that we receive on the disposition of the loan. We expect this adjusted ROE and EPS growth to present a more accurate measurement of our returns, as it replaces estimated credit losses (provision) with the actual losses incurred (net charge-offs). We make this same adjustment for the companies in our peer group, as appropriate. |
| ∎ | Other adjustments: Adjustments will also be made on an after-tax basis for the impact to PNC and the companies in our peer group, as appropriate, of items resulting from changes in federal tax law, discontinued operations (as such term is used under GAAP), and any acquisition costs and merger integration costs. |
HR Committee’s limited discretionary ability under PSUs. Under the terms of the PSUs, the HR Committee has limited discretion to adjust the final payout. The HR Committee may increase or decrease the size of the final payout to maintain the intended economics of the award if circumstances change. These circumstances include external events affecting PNC or members of its peer group or its financial statements that are outside of PNC’s control and not reasonably anticipated.
Further, in evaluating the corporate performance metrics, after applying the specific adjustments discussed above, the HR Committee may also consider other unusual or nonrecurring adjustments (applied on a consistent basis) in determining the final award payout percentage.
RSUs. With respect to 2025 performance, in early 2026 the HR Committee also granted to our NEOs (excluding Mr. Parsley), RSUs that represent an opportunity to receive shares of PNC common stock. The RSUs vest pro rata over three years, with each of the three annual installments (tranches) vesting on the anniversary of the grant date (or if later, the date the HR Committee determines that all risk conditions have been satisfied). Vesting also requires satisfaction of service requirements and other award conditions.
Risk-related metrics applicable to both PSUs and RSUs. All our long-term incentive awards include provisions that can reduce payouts for poor risk performance as follows:
Objective risk-based performance metric. All long-term incentive awards are subject to risk-based performance reviews. The primary risk-based metric measured as part of this review is the Basel III CET1 ratio. At the end of the performance year, PNC’s minimum required CET1 ratio was 7.0%.
| ∎ | Impact of risk-based performance metric under PSUs: For each year during the three-year performance period that PNC fails to meet the CET1 ratio, one-third of the target number of PSUs granted will be eligible for forfeiture. After the three-year performance period ends, the HR Committee will conduct a final performance review and may reduce the number of units available for payout if PNC did not meet the CET1 ratio for one or more years during the performance period. |
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| ∎ | Impact of risk-based performance metric under RSUs: Each RSU tranche is subject to the same risk-related performance metric that will be applied to the PSUs. After the year ends, the HR Committee will conduct a risk-based performance review and may either cancel all shares or decrease the number of shares available for payout under the applicable RSU tranche if PNC did not meet the CET1 ratio as of the end of the most recent year before the vesting date of that tranche. |
Subjective risk-based performance review. In addition, and independent from the evaluation of the CET1 ratio, the HR Committee may conduct another risk performance review for the PSUs and the RSUs. This discretionary review would generally occur in connection with a risk-related action of potentially material consequence to PNC. If the HR Committee exercises its discretion to conduct a risk performance review, the HR Committee will review and determine if a reduction to the corporate performance factor for risk performance is appropriate for the PSUs or if a reduction for risk performance is appropriate for the applicable RSU tranche.
Dividend equivalent payments. Both the PSUs and the RSUs will accrue cash dividend equivalents during their respective performance periods. For the PSUs, the accrued dividend equivalents will be adjusted by the same percentage as the target PSUs at the time of payout and will then be paid out in cash. For the RSUs, the accrued dividend equivalents with respect to a tranche will pay out in cash at the same time, and will be adjusted by the same payout percentage, as the RSUs to which they relate.
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