ProxyMiner / Company

PNC FINANCIAL SERVICES GROUP, INC.PNC

Latest proxy: 2026 · view on SEC ↗ · CIK 0000713676

CEO total pay

$29,503,081

William S. Demchak · 2025

Say on pay

93.05%

Latest disclosed shareholder vote

CEO pay ratio

CD&A

Not in CD&A

Item 402(u) section may live outside the CD&A

Compensation committee

CD&A

Compensation Committee

Per the latest proxy

Filings indexed: 2 · 2026 · 2025

Executive pay

What did they pay them?

From the Summary Compensation Table. Pay mix and YoY are computed from these rows.

ExecutiveRoleTotalYoYPay mixSalaryStockCash incentiveOther
William S. Demchak2025 compensation
Chairman and CEO
$29,503,081↑ 32%
—————
Robert Q. Reilly Exec. VP and2025 compensation
CFO
$9,165,417↑ 44%
—————
Mark Wiedman*2025 compensation
President
$10,025,347
—————
E William Parsley, III***2025 compensation
Former Exec. VP and COO
$8,509,295
—————
Deborah Guild Exec. VP, Head of Technology2025 compensation
Named executive officer
$6,485,162
—————
Alexander E. C. Overstrom** Exec. VP, Head of Retail Banking2025 compensation
Named executive officer
$5,876,630↑ 14%
—————

Pay mix: base cash incentive equity other

CD&A excerpt

Compensation discussion & analysis

Opening passage of the loaded filing's CD&A. Use Ask below to query the full text with citations.

2025 performance overview 62 Shareholder engagement and 2025 say-on-pay response 64 Our compensation program 64 2025 performance and compensation decisions 75 Compensation policies and practices 83 Glossary of performance metrics 88 THE PNC FINANCIAL SERVICES GROUP, INC. - 2026 Proxy Statement i COMPENSATION COMMITTEE REPORT Compensation committee report 89 COMPENSATION AND RISK Equity grant timing 91 COMPENSATION TABLES Summary compensation table 92 Grants of plan-based awards in fiscal 2025 94 Outstanding equity awards at 2025 fiscal year-end 95 Option exercises and stock vested in fiscal 2025 98 Pension benefits at 2025 fiscal year-end 99 Non-qualified deferred compensation in fiscal 2025 101 CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT Benefits upon termination of employment 104 Executive severance plan 104 Change of control agreements 104 Equity-based grants 105 Existing plans and arrangements 106 Estimated benefits upon termination 108 CEO PAY RATIO CEO pay ratio 110 PAY VERSUS PERFORMANCE Pay versus performance 111 ITEM 4 — APPROVAL OF THE PNC FINANCIAL SERVICES GROUP, INC. 2026 OMNIBUS EQUITY INCENTIVE PLAN Introduction 117 Highlights of the 2026 Plan 118 Summary of mate…

Read the full CD&A on SEC.gov ↗

Peer comparison

Who they benchmark against

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Governance

Policy guardrails

  • hedging

    prohibited

    “We prohibit hedging, pledging and short sales of PNC securities”

  • pledging

    prohibited

    “We prohibit hedging, pledging and short sales of PNC securities”

  • clawback

    present

    “We have a clawback and forfeiture policy”

  • change in control

    CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT

    “CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT”

  • compensation consultant

    independent

    “retains an independent compensation consultant that provides no other services to PNC”

  • compensation committee

    Compensation Committee

    “The HR Committee has approved the Compensation Committee Report on page 89 regarding the “Compensation discussion and analysis” section of this proxy statement beginning on page 61, as required under the HR Committee’s c…”

Performance markers

Metric facts

  • revenue

    $10

    “to doing the right thing for our shareholders, customers, communities and employees. PNC is the bank it is today thanks to our history of working in service of our constituents. † Primary clients represent clients in C&I…”

  • say on pay

    93.05%

    “At our 2025 annual meeting, our shareholders voiced substantial support for the 2024 compensation of our NEOs, with 93.05% of the votes cast in favor of the 2025 “say-on-pay” advisory vote on executive compensation.”

  • ceo pay ratio

    —

    “deferred compensation in fiscal 2025 101 CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT Benefits upon termination of employment 104 Executive severance plan 104 Change of control agreements 104 Equity-based grants 105 E…”

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