8-KLeadership Changes

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Executive Changes (Feb 21, 2025)

Filed February 21, 2025For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) has filed an 8-K detailing amendments to its incentive award plans for Section 16 officers. Effective February 14, 2025, the Human Resources Committee approved changes to Restricted Share Unit (RSU) and Performance Share Unit (PSU) awards. These changes are designed to provide greater clarity and continuity for executive compensation in the event of certain terminations. Specifically, the revised terms ensure that if an officer experiences a qualifying termination (without cause or for good reason), any unvested RSU and PSU awards will continue to vest and be paid out as originally scheduled, contingent on the officer's continued adherence to award terms. This provides executive retention incentives and predictability in compensation outcomes even if employment ends under specific circumstances, aligning with common executive compensation practices.

Key Highlights

  • 1PNC amends RSU and PSU awards for Section 16 officers.
  • 2Changes approved by the Human Resources Committee on February 14, 2025.
  • 3Revised terms allow unvested awards to continue vesting and payout upon qualifying termination (without cause or for good reason).
  • 4Vesting and payout of awards will follow original terms, including risk adjustments, as if the officer remained employed.
  • 5The amendments apply under the Corporation’s 2016 Incentive Award Plan.
  • 6This change aims to enhance executive retention and compensation certainty.

Frequently Asked Questions

The primary change is that upon a qualifying termination of employment (without cause or for good reason), any unvested Restricted Share Units (RSUs) and Performance Share Units (PSUs) will continue to vest and be paid out according to the original schedule and terms, as if the officer had remained employed.

These amendments specifically impact Section 16 officers of The PNC Financial Services Group, Inc. and their RSU and PSU awards granted under the 2016 Incentive Award Plan.

A qualifying termination is defined as a termination of employment initiated by the company without cause, or a termination initiated by the officer for good reason, as further defined within the terms of the awards.

No, the filing states that risk adjustments applicable to the awards will continue to be applied in the same manner as if the grantee had remained employed.