8-KLeadership Changes

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Executive Changes (Mar 2, 2016)

Filed March 2, 2016For Securities:PNC

Summary

PNC Financial Services Group, Inc. filed an 8-K on March 2, 2016, to report on actions taken by its Personnel and Compensation Committee regarding executive compensation for fiscal year 2016. The committee approved the eligibility of certain executive officers for annual incentive awards under the 1996 Executive Incentive Award Plan. Specifically, the Chief Executive Officer and the three most highly compensated executive officers (excluding the CEO and CFO) were designated as eligible participants. The maximum award for each participant is capped at 0.2% of the company's consolidated net income for fiscal 2016, with specific adjustments to "Incentive Income" as defined by the plan. The committee retains the discretion to make downward adjustments to these awards based on various performance factors, and awards will be payable in cash, equity, or a combination thereof.

Key Highlights

  • 1PNC's Personnel and Compensation Committee approved eligibility for fiscal 2016 annual incentive awards for key executive officers.
  • 2The 1996 Executive Incentive Award Plan is the framework for these potential awards.
  • 3Eligible participants include the CEO and the three most highly compensated officers (excluding CEO and CFO).
  • 4The maximum incentive award for each participant is limited to 0.2% of "Incentive Income" for fiscal 2016.
  • 5"Incentive Income" is defined as consolidated net income with specific adjustments for taxes, discontinued operations, acquisition/integration costs, and BlackRock long-term incentives.
  • 6The Committee has the discretion to reduce the maximum award amount based on performance factors.
  • 7Awards will be denominated in dollars and paid in cash, equity, or a mix, with payment expected in Q1 2017.

Frequently Asked Questions

The Chief Executive Officer and the three most highly compensated executive officers, excluding the CEO and CFO, are eligible for incentive awards under the 1996 Executive Incentive Award Plan for fiscal year 2016.

The maximum incentive award for each eligible participant is capped at 0.2% of the company's consolidated "Incentive Income" for fiscal year 2016. 'Incentive Income' is a defined term based on net income with specific adjustments.

While the maximum award is set, the Compensation Committee can make downward adjustments based on performance factors. The awards will be denominated in dollars and can be paid in cash, equity, or a combination of both, with payment expected in the first quarter of 2017.

Yes, "Incentive Income" is calculated by increasing consolidated net income for income taxes and then adjusting for items such as changes in tax law, discontinued operations, acquisition and merger integration costs, and the impact of the obligation to fund BlackRock long-term incentives.