8-KLeadership ChangesRegulation FDExhibits & Filings

PNC FINANCIAL SERVICES GROUP, INC. 8-K Report, Executive Changes (Apr 7, 2025)

Filed April 7, 2025For Securities:PNC

Summary

PNC Financial Services Group, Inc. (PNC) has announced a significant leadership change, appointing Mark Wiedman as its new President, effective April 7, 2025. Mr. Wiedman brings a wealth of experience from his previous role as Senior Managing Director and Head of the Global Client Business at BlackRock, Inc., where he held various leadership positions since 2004. His background includes extensive experience in global client business, corporate strategy, and navigating financial crises, making him a notable addition to PNC's executive team. This appointment comes with a comprehensive compensation package designed to attract and retain Mr. Wiedman. His remuneration includes a base salary of $700,000, a $1 million signing bonus, and substantial equity awards in the form of restricted share units (RSUs) and performance share units (PSUs) totaling $5.2 million at grant date value. Furthermore, he is eligible for an annual incentive opportunity of up to $9.8 million and will be covered under the company's standard Change of Control Employment Agreement and Executive Severance Plan. Investors should monitor the integration of Mr. Wiedman into PNC's leadership and his impact on the company's strategic direction and performance.

Key Highlights

  • 1Mark Wiedman appointed President of PNC Financial Services Group, Inc., effective April 7, 2025.
  • 2Wiedman brings extensive experience from BlackRock, including heading Global Client Business and strategy.
  • 3Appointment includes a $700,000 annual base salary and a $1,000,000 signing bonus.
  • 4Significant equity awards granted: $3,120,000 in RSUs and $2,080,000 in PSUs (target value).
  • 5Annual incentive opportunity for 2025 performance year is $9,800,000 (target on a full-year basis).
  • 6Wiedman is eligible for Change of Control Employment Agreement and Executive Severance Plan.
  • 7No prior transactions with PNC requiring disclosure under Item 404(a) or family relationships with existing officers/directors.

Frequently Asked Questions

Mark Wiedman, aged 54, has been appointed as the new President of PNC Financial Services Group, Inc. He has a distinguished career, most recently serving as Senior Managing Director and Head of the Global Client Business at BlackRock, Inc. since January 2023. His prior roles at BlackRock included Head of International and Corporate Strategy, and Global Head of iShares and Index Investments. He also has experience advising the U.S. Treasury and played a role in BlackRock's response to past financial crises.

Mr. Wiedman's compensation package is substantial. It includes an annualized base salary of $700,000 and a signing bonus of $1,000,000. Additionally, he will receive equity awards totaling $5.2 million at grant date value, comprising $3,120,000 in Restricted Share Units (RSUs) and $2,080,000 in Performance Share Units (PSUs) (at target). His target total annual incentive opportunity for the 2025 performance year is $9,800,000 on a full-year basis.

The restricted share units (RSUs) and performance share units (PSUs) are long-term incentive awards designed to align Mr. Wiedman's interests with those of PNC's shareholders. The RSUs will vest over three years, subject to continued employment. The PSUs have a longer-term vesting period, potentially until February 2028, and are contingent on both continued employment and the achievement of specific corporate and risk performance metrics. These awards represent a significant portion of his total compensation and underscore the company's expectation for his long-term contribution.

Yes, Mr. Wiedman is eligible to enter into a Change of Control Employment Agreement, consistent with PNC's standard form, and to participate in the company's Executive Severance Plan. These agreements provide for certain protections and benefits under specific circumstances, such as a change in control of the company or termination of employment under defined conditions.