8-KLeadership Changes

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Executive Changes (Feb 20, 2020)

Filed February 20, 2020For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) filed an 8-K on February 19, 2020, to report on compensation decisions made by its Personnel and Compensation Committee on February 13, 2020, for its named executive officers (NEOs). The filing specifically details adjustments to the compensation of William S. Demchak, Chairman, President, and CEO. Investors should note that Mr. Demchak's annual base salary will increase from $1.1 million to $1.2 million, effective March 2, 2020. Furthermore, his total compensation target for 2020 has been increased from $12.6 million to $14.2 million. A notable shift in compensation structure is also being implemented, with 65% of his total compensation to be delivered as equity starting in the 2020 performance year, a move from the previous 60% equity allocation.

Key Highlights

  • 1PNC's Personnel and Compensation Committee approved compensation decisions for its named executive officers (NEOs).
  • 2William S. Demchak, CEO, received an increase in his annual base salary.
  • 3Mr. Demchak's base salary will rise from $1,100,000 to $1,200,000, effective March 2, 2020.
  • 4The total compensation target for Mr. Demchak for 2020 has been increased from $12,600,000 to $14,200,000.
  • 5Beginning with the 2020 performance year, Mr. Demchak's compensation mix will shift to 35% cash and 65% equity.
  • 6This represents a change from the prior compensation mix of 40% cash and 60% equity.

Frequently Asked Questions

This 8-K filing reports on compensation decisions made by PNC's Personnel and Compensation Committee for its named executive officers, with a specific focus on adjustments to the CEO's compensation.

The CEO's annual base salary is increasing from $1,100,000 to $1,200,000, effective with the first pay period beginning March 2, 2020.

The annualized total compensation target for the CEO for 2020 has been increased from $12,600,000 to $14,200,000.

Starting with the 2020 performance year, the CEO's compensation mix will be 35% cash (base salary and annual cash incentive) and 65% equity (long-term equity incentive). This is a shift from the previous 40% cash and 60% equity allocation.