Summary
This 8-K filing from PNC Financial Services Group, Inc., dated February 20, 2014, primarily details compensation adjustments for its executive officers. The Personnel and Compensation Committee approved changes impacting base salaries, incentive compensation targets, and awarded restricted stock units. These decisions were made following discussions with the Board's independent directors and are generally consistent with previously disclosed compensation structures. Key changes include an increase in the base salary for William S. Demchak, the CEO, and adjustments to his and CFO Robert Q. Reilly's annualized incentive compensation targets for 2014. Additionally, former CEO James E. Rohr received a stock award for his service as Executive Chairman, with the value tied to PNC's stock price at the time of the award and subject to phased expiration of transfer restrictions.
Key Highlights
- 1The Personnel and Compensation Committee approved compensation decisions for named executive officers and CFO Robert Q. Reilly.
- 2Annual and long-term incentive awards for James E. Rohr and Richard J. Johnson in 2013 reflected their periods of service as CEO and CFO, respectively.
- 3James E. Rohr was granted $1,000,000 in stock payable restricted share units, with cash dividend-equivalents, for his service as Executive Chairman.
- 4William S. Demchak's annual base salary increased from $1,000,000 to $1,100,000, effective February 24, 2014.
- 5William S. Demchak's annualized incentive compensation target for 2014 increased from $7,200,000 to $8,400,000.
- 6Robert Q. Reilly's annualized incentive compensation target for 2014 increased from $2,500,000 to $3,000,000.
- 7The compensation decisions were made following discussion with all independent directors and are materially consistent with previously disclosed terms.