Independent
Tenure on this board
7.4 yrs
Also a director at
Kennametal Inc (KMT)Arcosa Inc (ACA)
13 nominees · 4 ballot items.
Election of 13 directors; Ratification of PwC as independent auditors for 2026; Advisory (“say-on-pay”) vote to approve named executive officer compensation; Approval of the 2026 Omnibus Equity Incentive Plan.
Elect 13 director nominees named in the proxy to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s selection of PwC as independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of PNC’s named executive officers as disclosed in the proxy statement.
Management requests an advisory approval of its executive compensation program (“say-on-pay”) to affirm NEO pay practices described in the CD&A. The Board and HR Committee recommend a FOR vote, citing pay-for-performance alignment, significant equity deferral, multi-year PSU/RSU structure tied to ROE and EPS growth metrics, rigorous risk-based review including CET1 hurdle and clawback policies, and strong 2025 company performance (record revenue, net income, improved efficiency). The vote is non-binding but the Board will consider results when setting future compensation. The proposal is routine in that it is advisory and does not change compensation arrangements directly.
Approve the 2026 Omnibus Equity Incentive Plan to replace the 2016 Plan, authorizing up to 28,000,000 new shares plus unused Prior Plan shares for equity awards to employees and directors.
Management seeks shareholder approval to adopt the 2026 Plan to replace the expiring 2016 Plan and provide up to 28,000,000 new shares plus unused Prior Plan shares for equity awards. The plan is structured to support PNC’s pay-for-performance philosophy by enabling PSUs and RSUs, options and SARs, with multi-year performance periods and risk-based CET1 vesting conditions. It includes governance protections—no repricing without shareholder approval, minimum vesting, no dividend equivalents on unvested performance awards or on options/SARs, annual director award caps, and clawback provisions—designed to address investor concerns on dilution and governance. The HR Committee considered historical burn rates (three-year average 0.49%), competitive benchmarking and regulatory expectations in setting share limits and plan mechanics. Approval is necessary to continue making equity grants after the Prior Plan expires on April 25, 2026; without approval PNC would be unable to issue new equity awards after that date, which management argues would hinder retention and recruitment of talent. The Board recommends a FOR vote based on alignment with long-term shareholder interests and disciplined equity usage.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 26,205,842 | $5.5B |
| 2 | STATE STREET CORP | 4.40% | 17,669,349 | $3.7B |
| 3 | BlackRock, Inc. | 3.13% | 12,563,063 | $2.6B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.43% | 9,755,068 | $2.0B |
| 5 | Capital Research Global Investors | 2.18% | 8,738,645 | $1.8B |
| 6 | BlackRock, Inc. | 2.03% | 8,132,420 | $1.7B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.02% | 8,113,521 | $1.7B |
| 8 | FMR LLC | 1.63% | 6,533,224 | $1.4B |
| 9 | FMR LLC | 1.60% | 6,435,607 | $1.3B |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.48% | 5,928,481 | $1.2B |
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