Summary
PNC Financial Services Group, Inc. filed this 8-K on March 24, 2006, to report on the finalization of corporate performance goals for long-term incentive awards granted in 2006. These grants, made under the 1997 Long-Term Incentive Award Plan, are designed to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. The report details that for the primary incentive share/performance unit grants made to executive and senior officers in January and February 2006, the Personnel and Compensation Committee finalized performance goals based on PNC's Earnings Per Share (EPS) growth and Return on Average Common Shareholders' Equity (ROCE), measured relative to peer performance over a three-year period (2006-2008). Payouts will be contingent on achieving specific thresholds for both EPS and ROCE, with a potential award range of 40% to 200% of target shares, subject to committee discretion.
Key Highlights
- 1PNC finalized corporate performance goals for 2006 long-term incentive grants on March 21, 2006.
- 2Incentive grants were made to executive and senior officers in January and February 2006.
- 3Performance goals are based on PNC's Earnings Per Share (EPS) growth and Return on Average Common Shareholders' Equity (ROCE) relative to peer performance over a three-year period (2006-2008).
- 4Potential awards for these grants range from 40% to 200% of target shares, contingent on achieving defined performance levels.
- 5A separate performance unit grant for a Vice Chairman recognizes additional oversight of the Asset and Liability (A&L) management function, with goals tied to A&L unit financial returns compared to benchmarks.
- 6Payouts for all grants are subject to the Committee's negative discretion and the employee's continued employment at the time of determination (with exceptions).
- 7The filing ensures these awards are structured to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code.