Summary
PNC Financial Services Group, Inc. filed an 8-K on April 28, 2008, detailing decisions made by its Nominating and Governance Committee regarding director compensation and committee assignments. The committee, after reviewing a report from compensation consultant Towers Perrin, determined that no changes were necessary for the annual retainer and meeting fee schedules for non-employee directors. This decision was made to ensure alignment with shareholder interests and maintain competitiveness within the industry. Additionally, the filing outlines the new committee assignments for the Board of Directors, effective April 22, 2008. Key committee chairs were also identified. These actions are standard governance procedures and do not reflect immediate operational or financial changes for the company, but rather the ongoing management of its board structure and compensation practices.
Key Highlights
- 1No changes were made to the annual retainer and meeting fee schedules for PNC's non-employee directors following an annual review.
- 2The Nominating and Governance Committee retained Towers Perrin, a professional services firm, to assist in the director compensation review.
- 3The committee's objectives for the review included aligning director compensation with business and shareholder interests and ensuring competitiveness with peer companies.
- 4On April 22, 2008, each non-employee director was granted 1,493 deferred stock units as part of their 2008 equity-based compensation.
- 5The filing details the specific committee assignments for various directors, including chairs for the Audit, Nominating and Governance, Personnel and Compensation, and Risk committees.
- 6Paul W. Chellgren was appointed Chair of the Audit Committee.
- 7Thomas J. Usher was appointed Chair of the Nominating and Governance Committee.