8-KLeadership Changes

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Executive Changes (Jan 10, 2007)

Filed January 10, 2007For Securities:PNC

Summary

This 8-K filing from The PNC Financial Services Group, Inc. (PNC) on January 10, 2007, reports on the authorization of Long-Term Incentive Opportunities for senior officers under the 2006 Incentive Award Plan. These grants, effective for the 2007-2009 performance period, mark a shift from triennial awards to smaller, annual grants with three-year performance cycles. This change aims to provide greater flexibility in executive compensation and better align awards with evolving market conditions and corporate performance. The performance metrics for these grants are based on PNC's Earnings Per Share (EPS) Growth and Return on Average Common Shareholders' Equity (ROCE), measured relative to a peer group. Payouts are determined by the achievement of these goals over the three-year period, with equal weighting given to both metrics and to each of the three years. The Compensation Committee retains discretion to adjust awards downwards, and actual payouts cannot exceed 200% of the target. This move towards annual, performance-based grants underscores a commitment to aligning executive compensation with sustainable, long-term shareholder value creation.

Key Highlights

  • 1PNC authorized Long-Term Incentive Opportunities for senior officers on January 4, 2007, under the 2006 Incentive Award Plan.
  • 2The grants have a three-year performance period, commencing January 1, 2007, and concluding December 31, 2009.
  • 3The company is transitioning from granting incentive awards every three years to making smaller, annual grants with three-year performance periods.
  • 4Performance goals are based on PNC's Earnings Per Share (EPS) Growth and Return on Average Common Shareholders' Equity (ROCE) relative to a peer group.
  • 5Awards are determined by the average achievement of EPS Growth and ROCE goals over the three-year period, with equal weighting.
  • 6The Compensation Committee has discretion to adjust awards downwards and may exercise negative discretion.
  • 7Specific target share unit grants were disclosed for key executives, including CEO James E. Rohr (35,000 units).

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