PNC FINANCIAL SERVICES GROUP, INC. PNC

Removed from 2025

• Risk review of compensation plans 86
• Benefits upon termination of employment 99 Change of control agreements 99 Equity-based grants 100
• Security ownership of certain beneficial owners 111
• Other matters 121
• Annex B — Regulations for conduct at annual meeting B-1
• PARTICIPATE IN THE FUTURE OF PNC — PLEASE CAST YOUR VOTE
• ET on Tuesday, April 22, 2025.* 11:00 a.m.
• Eastern Time www.virtualshareholdermeeting.com/PNC2025 Record date: January 31, 2025 *Participants in the PNC Stock Fund of PNC’s 401(k) plan must vote by 11:59 p.m.
• ET on April 18, 2025.
• We also have strategic international offices in four countries outside the United States.
• We offer a broad range of deposit, credit and fee-based products and services to serve our customers.
• At December 31, 2024, our consolidated total assets, total deposits and total shareholders’ equity were $560.0 billion, $426.7 billion and $54.4 billion, respectively, and we had over 55,000 employees.
• For more information
• Business performance in 2024
• PNC achieved strong results in 2024 and delivered value for all its stakeholders, generating net income of $6.0 billion, or $13.74 diluted earnings per share (“EPS”).
• In 2024, we returned $3.1 billion of capital to shareholders through dividends on common stock of $2.5 billion and repurchases of 3.5 million shares of common stock for $0.6 billion.
• 2024 Highlights ◾ Generated record revenue, supported by 6% increase in noninterest income ◾ Expenses well-controlled.
• Continued investments in businesses, technology and employees; generated positive operating leverage ◾ Maintained strong credit quality; commercial real estate portfolio adequately reserved ◾ Increased capital position, remaining well above regulatory minimums ◾ Grew customers and deepened relationships (dollars in billions, except per share data) 2024 2023 YoY change Revenue $ 21.6 $ 21.5 * Net income $ 6.0 $ 5.6 5% Diluted earnings per share $ 13.74 $ 12.79 7% Book value per common share $ 122.94 $ 112.72 9% Tangible book value per common share (non-GAAP)† $ 95.33 $ 85.08 12% Common equity Tier 1 (CET1) capital ratio 10.5% 9.9% 60 bps * Not meaningful; less than 1%.† See Annex A – Non-GAAP to GAAP reconciliations.
• New products, services and solutions
• In 2024, we introduced new products and services that further strengthened our business mix and the breadth of solutions we can deliver to our customers, including:
• Introducing the PNC Cash Unlimited® Visa Signature® Credit Card, an industry-leading card that helps customers optimize their everyday spending Launching a strategic partnership with the TCW Group, Inc. to deliver private credit solutions to middle market companies Rolling out PazeSM, an online checkout solution for e-commerce transactions to improve ease and security of online shopping
• Supporting our customers, communities and employees
• We strive to manage our business responsibly and to do right by all our constituents.
• Below are examples of some of the ways we delivered on this commitment in 2024.
• For more information about the range of corporate responsibility matters in which we are engaged, see “Managing with integrity — Corporate responsibility” in this proxy statement.
• ◾ PNC’s signature philanthropic focus, Grow Up Great®, celebrated its 20-year anniversary in 2024.
• Since 2004, this $500 million early childhood education initiative has helped prepare children from birth to age five for success in school and life.
• ◾ In 2024, we continued to expand our mobile branch services — essentially bank branches on wheels — to bring financial services to underserved communities across the country as well as communities affected by natural disasters and other emergencies.
• ◾ The PNC Center for Financial Education, an initiative designed to boost the money management skills of individuals, first-time homebuyers and small business owners, was expanded to nine new markets in addition to the six initial markets for the program launch in 2023.
• PNC intends to continue expanding the program to new markets in the coming years.
• ◾ PNC was recognized for the second year in a row by the American Opportunity Index as one of the top financial institutions most effective at developing talent to drive business performance and employee growth (overall, PNC ranked 18th out of 395 of the largest U.S. employers included in the index and 2nd among financial services companies).
• Our business model
• We go to market at the local level to help us better understand and meet the needs of our customers and communities.
• Our Regional Presidents drive the collaboration of our on-the-ground teams of bankers, advisors and specialists and are core to this business model.
• We deliver our products and services through three complementary lines of business, as described below.
• Corporate & Institutional Banking Retail Banking Asset Management Group ◾ Aim to be the leading relationship-based provider of traditional banking products and services to our customers through the economic cycles.
• ◾ Deliver value-added solutions that help our clients better run their organizations in order to grow our market share and drive higher returns, all while maintaining prudent risk and expense management.
• ◾ Coast-to-coast franchise — our full suite of commercial products and services is offered nationally.
• ◾ Aim to build lifelong, primary relationships by creating a sense of financial well-being and ease for our clients.
• ◾ Deliver solutions in the most seamless and efficient way possible, meeting our customers where they are — whether in a branch, through digital channels, at an ATM or through our phone-based contact centers — while continuously optimizing the cost to sell and service.
• ◾ Deploy differentiated products and leading digital channels to grow our customer base, enhance the breadth and depth of our client relationships and improve our efficiency.
• ◾ Strive to be a leading relationship-based provider of investment, planning, credit and cash management solutions and fiduciary services to affluent individuals and institutions by endeavoring to proactively deliver value-added ideas, solutions and exceptional service.
• ◾ Serve our clients’ financial objectives; grow and deepen customer relationships.
• Independent Boardleadership: ◾ The Board has a Presiding Director who serves as the lead independent director.
• Corporateresponsibility: ◾ The Board reviews PNC’s corporate responsibility strategic plan annually and receives updates on corporate responsibility matters at least quarterly.
• Stakeholderengagement: ◾ We regularly engage with shareholders and other stakeholders.
• ◾ During 2024, we had approximately 280 meetings with institutional investors and engaged with approximately 75% of our top 100 active shareholders.
• ◾ These discussions included participation from our investor relations team as well as our CEO and CFO, leaders from our lines of business and our technology, risk, corporate responsibility, corporate governance and human resources functions, and our Presiding Director, as applicable, based on the topics being covered.
• ◾ Management reports to the independent directors regarding investor discussions and feedback on topics of interest.
• Snapshot of 2025 director nominees
• Skills, experience and perspectives
• The Board as a whole possesses valuable senior leadership experience across the key fields shown below as well as demographic diversity:
• * Age and tenure as of April 23, 2025
• Approach to executive compensation
• 2024 compensation decisions
• VP andChiefFinancialOfficer E WilliamParsley, III Exec.
• VP andChiefOperatingOfficer DeborahGuild Exec.
• VP andHead of RetailBanking Michael P.Lyons(1) FormerPresident Incentive compensation target for 2024 $ 18,700,000 $ 6,000,000 $ 7,800,000 $ 3,400,000 $ 3,800,000 $ 9,626,923 (2) Incentive compensation awarded for 2024 performance $ 23,700,000 $ 6,800,000 $ 8,225,000 $ 5,400,000 $ 5,300,000 n/a Annual cash incentive portion $ 6,200,000 $ 2,300,000 $ 2,870,000 $ 2,400,000 $ 2,300,000 n/a Long-term incentive portion $ 17,500,000 $ 4,500,000 $ 5,355,000 $ 3,000,000 $ 3,000,000 n/a Incentive compensation disclosed in the Summary compensation table(3) Annual cash incentive portion (2024 performance) $ 6,200,000 $ 2,300,000 $ 2,870,000 $ 2,400,000 $ 2,300,000 n/a Long-term incentive portion (2023 performance) $ 13,090,041 $ 2,887,690 $ 5,100,196 $ 2,000,098 $ 2,100,124 $ 5,850,103
• (1) Mr. Lyons resigned from PNC effective January 23, 2025, and, as a result, was not eligible to receive incentive compensation for 2024 performance.
• (2) Presented as a prorated amount; Mr. Lyons’ incentive compensation target was increased from $9,000,000 to $10,500,000 in connection with his promotion to President in February 2024.
• The amounts shown in the “Stock Awards” column of the Summary compensation table may differ slightly from the amounts shown in the table above due to the impact of rounding related to fractional shares.
• C.Overstrom Michael P.
• Lyons Total compensationmix: Long-term incentive 70% 60% 60% 50% 50% n/a Cash compensation* 30% 40% 40% 50% 50% n/a Total incentivecompensation mix: Long-term incentive 74% 66% 65% 56% 57% n/a Annual cash incentive 26% 34% 35% 44% 43% n/a * Includes annual base salary and annual cash incentive
• ∎ Demographic information for our Board, e.g., age, gender and race/ethnicity
• ∎ Identification of our Board’s independent directors
• Mr. Dachille began his career at J.P.
• Mr. Dachille was initially recommended to the Board by our CEO and one of our independent directors.
• Assured Guaranty is a leading provider of financial guaranty insurance.
• Mr. Feldstein is a member of the Harvard Law School Leadership Council.
• The N&G Committee annually reviews the skills, experience, qualifications and independence of PNC’s directors and periodically considers the composition of the entire Board.
• We present below an aggregate view of some of the attributes of the Board that contribute to its overall effectiveness.
• Knowledge and skills The Board as a whole possesses valuable senior leadership experience across key fields, including technology, cybersecurity, financial services, regulatory affairs, risk management, operations and strategic planning, finance and accounting, marketing and branding, corporate responsibility, talent management and succession planning.
• Independence A substantial majority of the Board is independent from management.
• Twelve of our 13 directors (or 92% of the Board) are independent under the New York Stock Exchange (“NYSE”) standards that we have adopted aspart of our corporate governance guidelines.
• Demographic snapshot The Board as a whole reflects the following demographics: – Gender: 4 Female 9 Male – Race/ethnicity: 1 African American/Black 1 Asian 1 Hispanic/Latino 10 White – Age range†: 44 to 72 Tenure mix The Board and the N&G Committee strive to maintain a mix of long-, medium-, and short-tenured directors.
• † As of April 23, 2025
• The matrix below presents the key categories of experience, qualifications, attributes and skills that our Board members possess.
• For more information, see their biographies under “—Our director nominees.” Our Board members also possess additional experience, qualifications, attributes and skills that are not depicted in the below matrix.
• Knowledge, skills and experience Large institution leadership • • • • • • • • • • • • • Public company board • • • • • • • • • • Regulatory / risk management • • • • • • • • • Finance / accounting / audit • • • • • • • • Financial services • • • • • • Marketing / branding / retail • • • • • Corporate responsibility • • • • • • • Technology / cybersecurity • • • • Talent management / succession planning • • • • • • • • • • • •
• ◾ Twelve independent Board members.