DEF 14A

Vote online at

www.proxyvote.com.

Vote by phone using the applicable number.

For registered holders: (800) 690-6903

For beneficial holders: (800) 454-8683

If you received a printed version of these proxy materials, complete, sign and date your proxy card and return it in the envelope provided.

Letter from the
Presiding Director to
Our Shareholders

Fellow Shareholders,

On behalf of the independent directors, I’d like to thank you for your support of PNC.

The past year has been one of growth and progress for PNC. Following the successful acquisition and conversion of BBVA USA in 2021, PNC began 2022 with BBVA USA fully integrated, allowing the company to leverage its capabilities and delivery model in new and expanding markets.

I would be remiss if I did not acknowledge and thank PNC’s 61,000-plus employees for their incredible efforts and dedication throughout the year, which made this all possible.

The board views PNC’s success in 2022 as a reflection of the power of the national Main Street bank model, and of the company’s unwavering commitment to doing the right thing for all stakeholders. That formula has helped differentiate PNC in the marketplace, deepen relationships with clients, attract top talent, and deliver solid financial returns for you, our shareholders.

Chaired by Bill Demchak, the board works diligently to oversee the development and execution of the company’s strategy, and to ensure management decisions align to that strategy. We do that through regular engagement with company leadership and participation on board committees focused on Audit, Nominating and Governance, Human Resources, Risk, Technology, and Equity & Inclusion; and on a subcommittee focused on Compliance.

As you will read throughout this proxy statement, the board and company management are firmly committed to sound environmental, social and governance (ESG) practices that help us compete effectively and generate long-term value for all our constituents. To that end, each board committee maintains specific oversight responsibility for the company’s ESG efforts pertinent to that committee’s area of focus.

The board believes it is most effective when it represents diverse perspectives. Our independent directors come from a wide range of backgrounds, and each director brings unique ideas and experiences that are highly valuable to the board and its ability to provide strategic guidance and oversight. Of the 12 independent directors nominated for election this year, half are women or people of color.

In May 2022, we were pleased to welcome Renu Khator, Ph.D., chancellor of the University of Houston System and president of the University of Houston, to our board as the newest independent director. Renu brings a wealth of expertise in leadership, economic development, and community engagement. We are grateful for her insight.

The board extends its gratitude to Michael Ward, whose dedicated service as a director comes to a close upon his retirement this year. Mike was truly an asset to the board and he will be missed.

As a board, we are encouraged by PNC’s progress in 2022. We believe the company’s strong foundation and strategic direction position it for continued success in 2023 and beyond.

Thank you once again for your support.

March 15, 2023

Sincerely,

LOGO

Andrew Feldstein

Presiding Director

PARTICIPATE IN THE FUTURE OF PNC — PLEASE CAST YOUR VOTE

Your vote is important to us, and we want your shares to be represented at the annual meeting. Please cast your vote on the proposals listed below.

Under New York Stock Exchange rules, if you hold your shares through a broker, bank or other nominee (referred to as a “beneficial holder” or holding your shares in “street name”) and you do not provide any voting instructions, your broker has discretionary authority to vote on your behalf only with respect to proposals that are considered “routine” items. The only routine item on this year’s ballot is the ratification of our auditor selection (Item 2). If an item is non-routine and you do not provide voting instructions, no vote will be cast on your behalf with respect to that item.

Proposals requiring your vote


		More information	Board recommendation	Routine item?

MANAGEMENT PROPOSALS
Item 1	Election of 13 nominated directors	Page 9	FOR each nominee	No
Item 2	Ratification of independent registered public accounting firm for 2023	Page 96	FOR	Yes
Item 3	Advisory approval of the compensation of PNC’s named executive officers (say-on-pay)	Page 99	FOR	No
Item 4	Advisory approval of the frequency of future votes on executive compensation (say-on-frequency)	Page 100	FOR one year	No

With respect to Items 1 through 3, a majority of the votes cast will be required for approval. Abstentions will not be included in the total votes cast and will not affect the results. With respect to Item 4, the choice of frequency that receives the most votes will be considered approved.

Vote your shares

Please review the proxy statement closely and vote right away. We offer a number of ways for you to vote your shares. Voting instructions are included in the Notice of Internet Availability of Proxy Materials and the proxy card. If you hold shares in street name, you will receive information from your broker, bank or other nominee regarding how to provide voting instructions. We offer the following methods to vote your shares and give us your proxy:

Attend the 2023 Annual Meeting of Shareholders

Wednesday, April 26, 2023

Attend the annual meeting online, including to vote and/or

11:00 a.m. Eastern Time

submit questions, at www.virtualshareholdermeeting.com/PNC2023

Proxy Statement Summary

To assist you in reviewing the proposals to be acted upon at the annual meeting, we have included a summary of certain relevant information. This summary does not contain all of the information you should consider. You should review the entire proxy statement and the 2022 Annual Report before you vote. You may read the proxy statement and the 2022 Annual Report at www.proxyvote.com, or on our website at www.pnc.com/annualmeeting.

Internet addresses throughout this document are included as inactive textual references only and the content of those websites is not incorporated in this document by reference or otherwise made a part hereof.

Who can vote (page 102)

You are entitled to vote if you were a PNC shareholder on the record date of February 3, 2023.

Voting methods (page 103)

We offer our shareholders a number of ways to vote, including by Internet, telephone or mail. Shareholders who attend the virtual annual meeting online may also vote their shares electronically during the meeting.

Participate in the annual meeting (page 101)

The 2023 Annual Meeting of Shareholders will be held in a virtual-only format online via webcast. The meeting will be accessible at www.virtualshareholdermeeting.com/PNC2023. There will not be a physical meeting. We want to ensure that all shareholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting, including the ability to vote shares electronically and submit questions during the meeting, as well as having access to the Board and our management.

You will have the opportunity to participate in the virtual annual meeting online, including to vote your shares electronically and/or submit questions during the meeting, if you were a PNC shareholder on the record date of February 3, 2023. Questions may also be submitted prior to the annual meeting at www.proxyvote.com. Please refer to the Regulations for Conduct included as Annex B to this proxy statement and available on the annual meeting website at www.virtualshareholdermeeting.com/PNC2023 for additional information regarding participation in the annual meeting.

Items of business

Item 1: Election of 13 nominated directors (page 9)

•

The proxy statement contains important information about the experience, qualifications, attributes and skills of the 13 nominees to our Board of Directors (the “Board”). The Board’s Nominating and Governance Committee performs an annual assessment to evaluate whether our directors have the skills and experience necessary to serve PNC and whether the Board and its committees are effective in carrying out their duties.

•

The Board recommends that you vote FOR all 13 director nominees.

Item 2: Ratification of independent registered public accounting firm for 2023 (page 96)

•

Each year, the Board’s Audit Committee selects our independent registered public accounting firm. For 2023, the Audit Committee selected PricewaterhouseCoopers LLP (“PwC”) to fulfill this role.

•

The Board recommends that you vote FOR the ratification of the Audit Committee’s selection of PwC as our independent registered public accounting firm for 2023.

Item 3: “Say-on-pay” (page 99)

•

Each year, we ask our shareholders to cast a non-binding advisory vote on the compensation of our named executive officers—known generally as the “say-on-pay” vote. We have offered an annual say-on-pay vote since 2009. Last year, approximately 96% of the votes cast by our shareholders approved the compensation of our named executive officers, and we have averaged approximately 96% support in say-on-pay votes over the past five years.

•

We recommend that you read the Compensation Discussion and Analysis beginning on page 44, which explains how and why the Board’s Human Resources Committee made its executive compensation decisions for 2022.

•

The Board recommends that you vote FOR the approval on a non-binding advisory basis of the compensation of our named executive officers.

THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement 1

PROXY STATEMENT SUMMARY

2022 performance summary (page 45)


Delivering value to our shareholders, while maintaining strong capital and liquidity

		Reported strong financial results, with full-year net income of $6.1 billion, or $13.85 diluted earnings per share, return on average assets of 1.11% and return on average common equity of 13.52%.

		Generated record full-year revenue of $21.1 billion, increasing $1.9 billion, or 10%, compared to 2021, driven by higher net interest income which reflected the impact of rising interest rates.

		Managed expenses while continuing to invest in our businesses, technology and employees. Expenses of $13.2 billion increased 1%, or $168 million, compared to 2021 and we exceeded our $300 million continuous improvement goal for the year.

		Achieved substantial positive operating leverage of 9%.

		Maintained a strong balance sheet. Total loans increased $37.7 billion, or 13%, reflecting strong production across businesses. Total deposits decreased $21.0 billion, or 5%, largely due to the impact of inflationary pressures and competitive pricing dynamics.

		Capital and liquidity positions remained solid throughout the year, with a Basel III common equity Tier 1 capital ratio of 9.1% as of year-end 2022.

		Returned $6.0 billion of capital to shareholders through $3.6 billion of common share repurchases, and dividends on common shares of $2.4 billion.

		Delivered strong three-year and five-year total shareholder returns, ranking 4th in our peer group.
Supporting our customers, communities and employees

		Met all six of our organizational workforce diversity objectives in 2022.

		Initiated and made significant progress delivering on our four-year, $88 billion Community Benefits Plan aimed at advancing economic opportunities for low- and moderate-income individuals and communities, and people of color.
Executing against our three strategic priorities

Expanding our leading banking franchise to new markets and digital platforms

		Began 2022 with BBVA USA fully integrated. Our progress within the BBVA-influenced markets continues to exceed our expectations in terms of growing client relationships and opportunities for revenue synergies throughout the company.

		Added more than 41,000 ATMs across the country through a partnership with Allpoint^®, which PNC customers can use surcharge-free.
Deepening our customer relationships by delivering a superior banking experience and financial solutions

		Eliminated non-sufficient fund (NSF) fees for all consumer deposit account customers.

		Acquired Linga, enhancing our payment capabilities to better serve restaurant and retail clients.

		Entered a new partnership to offer specialized property and casualty insurance designed specifically for high net worth and ultra-high net worth individuals.
Leveraging technology to create efficiencies that help us better serve customers

		Launched PNC EarnedIt, an innovative, on-demand pay solution that enables PNC’s clients to provide their employees with access to earned pay prior to payday.

		Introduced a digitally optimized, end-to-end mortgage application process.

		Made significant progress toward a real-time core deposit system.


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		3

PROXY STATEMENT SUMMARY

2022 compensation decisions (page 53)

The table below shows, for each named executive officer, the incentive compensation target for 2022 and the actual annual cash incentive and long-term equity-based incentive awarded for 2022 performance.


	William S. Demchak		Robert Q. Reilly		Michael P. Lyons		E William Parsley, III		Karen L. Larrimer*		Gregory B. Jordan

Incentive compensation target for 2022	$	15,800,000	$	4,800,000	$	8,300,000	$	7,800,000	$	4,100,000	$	3,100,000

Incentive compensation awarded for 2022 performance	$	15,800,000	$	4,800,000	$	8,400,000	$	7,800,000	$	1,000,000	$	3,100,000
Annual cash incentive portion	$	3,050,000	$	2,050,000	$	2,940,000	$	2,700,000	$	1,000,000	$	1,250,000
Long-term incentive portion	$	12,750,000	$	2,750,000	$	5,460,000	$	5,100,000		—	$	1,850,000
Long-term incentive as % of total compensation		75%		50%		60%		60%		n/a		50%

Incentive compensation disclosed in the Summary compensation table⁽¹⁾	$	18,050,000	$	5,300,000	$	9,540,000	$	9,000,000	$	3,750,000	$	3,500,000
Annual cash incentive portion (2022 performance)	$	3,050,000	$	2,050,000	$	2,940,000	$	2,700,000	$	1,000,000	$	1,250,000
Long-term incentive portion (2021 performance)	$	15,000,000	$	3,250,000	$	6,600,000	$	6,300,000	$	2,750,000	$	2,250,000

*	Because Ms. Larrimer retired in 2022, she did not receive a long-term equity-based incentive award.

(1)

Under SEC regulations, the incentive compensation amounts disclosed in the Summary compensation table on page 71 include the annual cash incentive award paid in 2023 for 2022 performance (the “Non-Equity Incentive Plan Compensation” column) and the long-term equity-based incentive award granted in 2022 for 2021 performance (the “Stock Awards” column). The amounts shown in the “Stock Awards” column of the Summary compensation table differ slightly from the amounts shown in the table above due to the impact of rounding related to fractional shares.

PNC corporate governance (page 18)

•

The entire Board is elected each year; we have no staggered elections.

•

The election of directors is subject to a majority voting requirement; any director who does not receive a majority of the votes cast in an uncontested election must tender his or her resignation to the Board.

•

Our corporate governance guidelines require the Board to have a substantial majority (at least two thirds) of independent directors. All but one of our current directors and all but one of the nominees to the Board are independent, with the only exception in each case being our CEO.

•

The Board has a Presiding Director, a lead independent director with specific duties.

•

The Presiding Director approves Board meeting agendas.

•

The Board regularly holds executive sessions of its independent directors, with no members of management present.

•

We have four primary Board committees:

–

Audit Committee

–

Human Resources Committee

–

Nominating and Governance Committee

–

Risk Committee

•

The Audit Committee, Human Resources Committee and Nominating and Governance Committee are each comprised entirely of directors who are independent under applicable standards.

•

The Risk Committee has formed the Compliance Subcommittee.

•

The “Technology Subcommittee” was previously a subcommittee of the Risk Committee, but is now the Technology Committee, a direct committee of the Board.

•

We also have a Special Committee on Equity & Inclusion.

•

The Board has delegated environmental, social and governance (“ESG”) oversight responsibilities to its committees based on the expertise of each committee.

•

Under the Board’s oversight, PNC continues to focus on its commitment to ESG matters by investing in our employees, supporting our communities and focusing on sustainability.

•

In 2022, the Board met 10 times. Each director attended at least 75% of the aggregate number of meetings of the Board and all committees of the Board on which he or she served, and the average attendance of all directors at Board and applicable committee meetings was approximately 98%. All of our directors then serving attended our 2022 annual meeting of shareholders.

•

You can find additional information about our governance policies and principles at www.pnc.com/corporategovernance.


4		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

PROXY STATEMENT SUMMARY

Board nominees (page 11)


Name	Age	Director since	Independent	Board Committee & Subcommittee Memberships

Joseph Alvarado	70	2019	☑	Audit; Equity & Inclusion; Compliance

Debra A. Cafaro	65	2017	☑	Audit; Human Resources (Chair)

Marjorie Rodgers Cheshire	54	2014	☑	Equity & Inclusion (Chair); Governance; Risk; Compliance (Chair)

William S. Demchak	60	2013	☐	Risk

Andrew T. Feldstein	58	2013	☑	Human Resources; Equity & Inclusion; Governance (Chair); Risk

Richard J. Harshman	66	2019	☑	Audit (Chair); Human Resources; Equity & Inclusion; Governance

Daniel R. Hesse	69	2016	☑	Risk; Governance; Technology (Chair)

Renu Khator	67	2022	☑	Audit; Governance

Linda R. Medler	66	2018	☑	Risk; Technology; Compliance

Robert A. Niblock	60	2022	☑	Audit; Human Resources

Martin Pfinsgraff	68	2018	☑	Audit; Risk (Chair); Compliance

Bryan S. Salesky	42	2021	☑	Equity & Inclusion; Technology

Toni Townes-Whitley	59	2019	☑	Equity & Inclusion; Human Resources; Technology


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		5

LOGO

Notice of Annual Meeting

of Shareholders

Wednesday, April 26, 2023

11:00 a.m. (Eastern Time)

VIRTUAL ANNUAL MEETING

The 2023 Annual Meeting of Shareholders will be held in a virtual-only format online via webcast on Wednesday, April 26, 2023 at 11:00 a.m. Eastern Time. The annual meeting will be accessible online, including to vote and/or submit questions, at www.virtualshareholdermeeting.com/PNC2023.

ITEMS OF BUSINESS

Management Proposals

Election of the 13 director nominees named in the proxy statement to serve until the next annual meeting and until their successors are elected and qualified

Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023

An advisory vote to approve the compensation of our named executive officers

An advisory vote to approve the frequency of future advisory votes on the compensation of our named executive officers

Such other business as may properly come before the meeting.

RECORD DATE

The close of business on February 3, 2023 is the record date for determining shareholders entitled to receive notice of and to vote at the annual meeting and any adjournment.

MATERIALS TO REVIEW

We began providing access to our proxy materials on March 15, 2023. We have made our proxy materials available electronically. Certain shareholders will receive a Notice of Internet Availability of Proxy Materials explaining how to access our proxy materials and vote. Other shareholders will receive a paper copy of the proxy statement and a proxy card.

PROXY VOTING

Even if you plan to attend the virtual annual meeting online, we encourage you to cast your vote in advance over the Internet, by phone or, if you received a printed version of the proxy materials, by mailing the completed proxy card. This Notice of Annual Meeting and Proxy Statement and our 2022 Annual Report are available at www.proxyvote.com.

March 15, 2023

By Order of the Board of Directors,

LOGO

Laura Gleason

Corporate Secretary

8 THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

ELECTION OF DIRECTORS (ITEM 1)

As the financial services industry has evolved, so has the Board. Our slate of director nominees includes senior leaders with substantial expertise in technology, cybersecurity, financial services, regulatory affairs, risk management, operations and strategic planning, finance and accounting, marketing and branding, environmental, social and governance (“ESG”) matters, talent management and succession planning. Of our 13 director nominees, all 13 have valuable senior leadership experience, 12 are independent, five are women and four bring racial diversity to the Board. The average tenure is approximately 5 years, and the Board’s commitment to refreshment is evidenced by the addition of 13 new directors and 12 director retirements since our 2015 annual meeting of shareholders.

In this section, we include the following information regarding the nominees:

•

Their names and ages

•

The years they first became directors of PNC

•

Their principal occupations and public company directorships over the past five years

•

A brief discussion of the specific experience, qualifications, attributes or skills that led to the Board’s conclusion that the individual should serve as a director

In addition to information regarding the background and qualifications of each nominee, this proxy statement contains other important information related to your evaluation of the nominees, including:

•

The Board’s leadership structure

•

How the Board operates, including the Board’s active role in risk oversight

•

Relationships between PNC and our directors

•

How we evaluate director independence

•

How we pay our directors

•

Our director stock ownership requirement

See the following sections for additional details on these topics:

•

Corporate Governance (page 18)

•

Director and Executive Officer Relationships (page 36)

•

Related Person Transactions (page 41)

•

Director Compensation (page 42)

•

Security Ownership of Management and Certain Beneficial Owners (page 94)

If you sign, date and return your proxy card but do not give voting instructions, or if you do not provide voting instructions when voting over the Internet, we will vote your shares FOR all of the nominees listed on pages 11 to 17. See General Information—How a proposal gets approved beginning on page 103 for information regarding the vote required for election of the director nominees.

The Board of Directors recommends a vote FOR each of the nominees listed on pages 11 to 17.


10		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

ELECTION OF DIRECTORS (ITEM 1)

Joseph Alvarado

Age 70

Director Since 2019

Experience, Qualifications, Attributes or Skills

Joseph Alvarado is the former Chairman, President and Chief Executive Officer of Commercial Metals

Company, a Fortune 500 global metals company that under his leadership was active in recycling, manufacturing, fabricating and trading. In this role, Mr. Alvarado was responsible for the overall strategic leadership of CMC, with nearly 9,000 employees and operations in over 200 locations in more than 20 countries. Mr. Alvarado held the position of Executive Vice President and Chief Operating Officer of CMC from 2010 to 2011, during which time he had full profit and loss and operating responsibility for the company’s diverse global businesses.

Prior to his career with CMC, Mr. Alvarado served as Operating Partner for Wingate Partners and The Edgewater Funds from 2009 to 2010, where he consulted on new deal evaluation and portfolio company management. Mr. Alvarado worked for a number of other businesses throughout his 42-year career within the steel, metal processing, energy and chemical industries. Mr. Alvarado held the position of President at United States Steel Tubular Products, Inc. from 2007 to 2009, President and Chief Operating Officer at Lone Star Technologies from 2004 to 2007, Vice President, Long Product Sales and Marketing, North America at ArcelorMittal from 1998 to 2004, and Executive Vice President, Commercial for Birmingham Steel from 1997 to 1998. Mr. Alvarado also held various positions at Inland Steel Company from 1976 to 1997, the latest of which was President, Inland Steel Bar Company (a division of Inland Steel Company) from 1995 to 1997.

Mr. Alvarado received a BA in Economics from the University of Notre Dame and an MBA from Cornell University’s SC Johnson Graduate School of Management.

The Board values Mr. Alvarado’s extensive business knowledge and experience in accounting, sales, manufacturing, planning and global operations.

PNC Board Committee Memberships

Audit Committee

Special Committee on Equity & Inclusion

Compliance Subcommittee

Public Company Directorships

Arcosa, Inc.

Kennametal, Inc.

Trinseo PLC

Debra A. Cafaro

Age 65

Director Since 2017

Experience, Qualifications, Attributes or Skills

Debra A. Cafaro is Chairman of the Board and Chief Executive Officer of Ventas, Inc., an S&P 500

company that is a leading owner of seniors housing, healthcare and research properties.

Building on an early career in law and her 22-year tenure at Ventas, Ms. Cafaro is broadly engaged across business, public policy and non-profit sectors. She is immediate past chair of the Real Estate Roundtable and the Economic Club of Chicago, and is a member of the American Academy of Arts & Sciences and the Business Council. She serves on the boards of the University of Chicago and the Chicago Symphony Orchestra, and she is a limited partner of the Pittsburgh Penguins. Ms. Cafaro has been recognized multiple times by Harvard Business Review as one of the top 100 global CEOs and by Modern Healthcare as one of the top 100 leaders in healthcare.

Ms. Cafaro received a JD cum laude in 1982 from the University of Chicago Law School and a BA magna cum laude from the University of Notre Dame in 1979.

The Board values Ms. Cafaro’s extensive corporate leadership, knowledge and experience. Her years of experience as a public company CEO in the financial sector provide insight into the oversight of financial and accounting matters. Her vision as a strategic thinker adds depth and strength to the Board in its oversight of PNC’s continued growth. The Board also values Ms. Cafaro’s active involvement in the Chicago and Pittsburgh communities.

PNC Board Committee Memberships

Audit Committee

Executive Committee

Human Resources Committee (Chair)

Public Company Directorships

Ventas, Inc.

THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement 11

ELECTION OF DIRECTORS (ITEM 1)

Marjorie Rodgers Cheshire

Age 54

Director Since 2014

Experience, Qualifications, Attributes or Skills

Marjorie Rodgers Cheshire is a corporate board director and an investor in commercial real estate.

She is a Principal in A&R Development, a diversified real estate investment company that owns and invests in large scale multifamily, mixed-use and retail real estate in the Baltimore and Washington markets. Ms. Cheshire previously served as A&R’s President & COO, and was responsible for the firm’s business operations, asset management and strategic initiatives.

Ms. Cheshire spent many years in senior leadership positions in the media and sports industries. Ms. Cheshire was the Senior Director of Brand & Consumer Marketing for the National Football League, was a Vice President of Business Development for Oxygen Media and served as a Director and Special Assistant to the Chairman & CEO of ESPN. Early in her career, Ms. Cheshire also worked as a consultant at The Boston Consulting Group and in brand management at Nestle Foods.

Ms. Cheshire is chair of the board of Baltimore Equitable Insurance and is a trustee of Johns Hopkins Medicine and Johns Hopkins Hospital.

Ms. Cheshire received a BS in Economics from the Wharton School of the University of Pennsylvania and an MBA from the Stanford University Graduate School of Business.

The Board values Ms. Cheshire’s executive management experience and her background in real estate, marketing and media, as well as her active involvement in the Baltimore community.

PNC Board Committee Memberships

Nominating and Governance Committee

Risk Committee

Special Committee on Equity & Inclusion (Chair)

Compliance Subcommittee (Chair)

Public Company Directorships

Empowerment & Inclusion Capital I Corp. (until December 2022)

Exelon Corporation

William S. Demchak

Age 60

Director Since 2013

Experience, Qualifications, Attributes or Skills

William S. Demchak is Chairman, President and Chief Executive Officer of The PNC Financial

Services Group, Inc., one of the largest diversified financial services companies in the United States.

Mr. Demchak joined PNC in 2002 as Chief Financial Officer. In July 2005, he was named head of PNC’s Corporate & Institutional Banking segment responsible for PNC’s middle market and large corporate businesses, as well as capital markets, real estate finance, equity management and leasing. Mr. Demchak was promoted to Senior Vice Chairman in 2009 and named Head of PNC Businesses in August 2010. He was elected President in April 2012 and Chief Executive Officer in April 2013, and appointed Chairman in April 2014.

Before joining PNC in 2002, Mr. Demchak served as the Global Head of Structured Finance and Credit Portfolio for JPMorgan Chase. He also held key leadership roles at JPMorgan prior to its merger with the Chase Manhattan Corporation in 2000. He was actively involved in developing JPMorgan’s strategic agenda and was a member of the company’s capital and credit risk committees.

Mr. Demchak is a member and past chairman of the board of directors of the Bank Policy Institute and is a member of The Business Council and the Federal Advisory Committee for the Federal Reserve. In addition, he is the past chairman of the Allegheny Conference on Community Development and is on the boards of directors of the Extra Mile Education Foundation and the Pittsburgh Cultural Trust.

Mr. Demchak received a BS from Allegheny College and an MBA with an emphasis in accounting from the University of Michigan.

The Board believes that the current CEO should also serve as a director. Under the leadership structure discussed elsewhere in this proxy statement, a CEO-director acts as a liaison between directors and management, and assists the Board in its oversight of the company. Mr. Demchak’s experience and strong leadership provide the Board with insight into the business and strategic priorities of PNC.

PNC Board Committee Memberships

Executive Committee

Risk Committee

Public Company Directorships

BlackRock, Inc. (until May 2020)


12		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

ELECTION OF DIRECTORS (ITEM 1)

Andrew T. Feldstein

Age 58

Director Since 2019

Experience, Qualifications, Attributes
or Skills

Andrew T. Feldstein, our Presiding Director, is the former Chief Executive Officer of BlueMountain

Capital Management (now known as Assured Investment Management, a subsidiary of Assured Guaranty) and was the Chief Investment Officer for both Assured Guaranty and BlueMountain. Under Mr. Feldstein’s leadership, BlueMountain was a leading alternative asset manager with $18 billion in assets under management. Assured Guaranty is the leading provider of financial guaranty insurance.

Prior to co-founding BlueMountain in 2003, Mr. Feldstein spent over a decade at JPMorgan where he was a Managing Director and served as Head of Structured Credit, Head of High Yield Sales, Trading and Research, and Head of Global Credit Portfolio.

Mr. Feldstein is a trustee of Third Way, a public policy think tank, and a member of the Harvard Law School Leadership Council.

Mr. Feldstein received a BA from Georgetown University and a JD from Harvard Law School.

The Board values Mr. Feldstein’s extensive financial and risk management expertise. As founder and former CEO of BlueMountain and through his senior management positions at JPMorgan, Mr. Feldstein built a reputation for innovation and significant insight into risk management. The Board believes these skills are particularly valuable to Mr. Feldstein’s role as Presiding Director and to the Board’s effective oversight of risk management and will also be a valuable resource to PNC as it continues to grow its business and strengthen its balance sheet.

PNC Board Committee Memberships

Executive Committee (Chair)

Nominating and Governance Committee (Chair)

Human Resources Committee

Risk Committee

Special Committee on Equity & Inclusion

Public Company Directorships

None

Richard J. Harshman

Age 66

Director Since 2019

Experience, Qualifications, Attributes
or Skills

Richard J. Harshman is the retired Executive Chairman and former President and Chief Executive

Officer of Allegheny Technologies Incorporated (now known as ATI Inc.), a Pittsburgh-based global manufacturer of technically advanced specialty materials and complex parts and components. Mr. Harshman previously served in other roles at ATI, including President and Chief Operating Officer from August 2010 to May 2011, Executive Vice President and Chief Financial Officer from December 2000 to August 2010 and other roles of increasing responsibility since August 1996. Mr. Harshman began his career as an Internal Auditor at Teledyne, Inc., an ATI predecessor company, in 1978.

Mr. Harshman is active within the Pittsburgh community, including through his service with several non-profit boards. Mr. Harshman is chair of the board of trustees of the Pittsburgh Cultural Trust, a member and immediate past chair of the board of directors of United Way of Southwestern Pennsylvania, past chair of the Allegheny Conference on Community Development and immediate past chair of the board of trustees of Robert Morris University, in addition to his service with other Pittsburgh-based non-profit organizations.

Mr. Harshman received a BS in Accounting from Robert Morris University and was previously licensed as a Certified Public Accountant by the California Board of Accountancy.

The Board values Mr. Harshman’s depth of experience with the operational, human capital management, sustainability and financial aspects of leading a public company, including as chief executive officer, chief financial officer and chief operating officer. The Board also values Mr. Harshman’s active involvement in the Pittsburgh community and his board leadership experience as lead independent director for Ameren’s board of directors.

PNC Board Committee Memberships

Audit Committee (Chair)

Executive Committee

Human Resources Committee

Nominating and Governance Committee

Special Committee on Equity & Inclusion

Public Company Directorships

Allegheny Technologies Incorporated (until May 2019)

Ameren Corporation (Lead Independent Director)


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		13

ELECTION OF DIRECTORS (ITEM 1)

Daniel R. Hesse

Age 69

Director Since 2016

Experience, Qualifications, Attributes or Skills

Daniel R. Hesse is the former President and Chief Executive Officer of Sprint Corporation, one of the United States’ largest wireless carriers. A well

-known advocate for the conscience-driven corporation and its responsibility in creating an equitable, inclusive and sustainable world, during his tenure as CEO of Sprint Mr. Hesse was a recipient of the Responsible CEO Lifetime Achievement Award from Corporate Responsibility Magazine and the Corporate Social Responsibility Difference Maker of the Year Award from the Urban League of Kansas City.

Mr. Hesse received a BA from the University of Notre Dame, an MBA from Cornell University and an MS from Massachusetts Institute of Technology where he was awarded the Brooks Thesis Prize.

Mr. Hesse brings extensive corporate leadership experience to the Board, having served in a variety of executive positions, including as CEO of Sprint. His years of experience in the wireless communications industry provide insight into the dynamic and strategic issues overseen by the Board. The broad spectrum of technological issues in this industry give him a strong understanding to assist the Board in its oversight of technological issues.

PNC Board Committee Memberships

Risk Committee

Nominating and Governance Committee

Technology Committee (Chair)

Public Company Directorships

Akamai Technologies, Inc.

Tech and Energy Transition Corporation (Executive Chairman)

Renu Khator

Age 67

Director Since 2022

Experience, Qualifications, Attributes or Skills

Renu Khator holds the dual titles of Chancellor of the University of Houston System (“UH System”) and

President of the University of Houston (“UH”). She also serves as a professor in the Department of Government and International Affairs. As Chancellor of the UH System, Dr. Khator oversees a four-university organization that serves more that 76,000 students. During her tenure as President, UH has experience record-breaking research funding, enrollment and private support, as well as earning Tier One status in 2011, with the Carnegie Foundation elevating it to the top category of research universities.

Prior to her appointment at UH, Dr. Khator had a 22-year career at the University of South Florida, most recently serving as Provost and Senior Vice President and as a professor in the Department of Government and International Affairs.

Dr. Khator is currently a member of the Association of Governing Boards of Colleges and Universities Council of Presidents, and she has been named to the American Academy of Arts and Sciences. She previously served as a member of the Indian Prime Minister’s Empowered Expert Committee and the U.S. Department of Homeland Security’s Academic Advisory Council, and she was 11th District Chair of the Federal Reserve Bank of Dallas.

Dr. Khator received a BA in Liberal Arts from the Kanpur University, India and an MA and PhD in Political Science from Purdue University.

The Board values Dr. Khator’s significant leadership experience in academia and expertise in economic development and funding research for community programs, which will be instrumental in expanding opportunities and executing on strategies as PNC continues to invest for growth. The Board also values Dr. Khator’s active involvement in the Houston community.

PNC Board Committee Memberships

Audit Committee

Nominating and Governance Committee

Public Company Directorships

The Camden Property Trust


14		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

ELECTION OF DIRECTORS (ITEM 1)

Linda R. Medler

Age 66

Director Since 2018

Experience, Qualifications, Attributes or Skills

Linda Medler is an independent director and retired USAF Brigadier General with more than 20 years of

experience developing cutting-edge cyber and technology strategies for highly regulated public and private institutions, as well as within the highest levels of government. She is the founder, President and CEO of L A Medler & Associates, a boutique cybersecurity consulting company. She previously served as Chief Information Security Officer for Raytheon Missile Systems, and also as an Executive and Senior Officer for the Department of Defense, where she led mission-critical business, technology and cybersecurity strategies.

In 2014, Ms. Medler completed 30 years of total military service, including 27 years of service in the U.S. Air Force, retiring as a Brigadier General. She began her military service as an enlisted U.S. Marine. Her last position held was Director of Capability and Resource Integration for the United States Cyber Command. Her previous assignments included Director of Communications and Networks for the Joint Staff, Joint Chiefs of Staff Deputy CIO, Chief of Staff for Air Force Materiel Command, and Commander/Vice Commander for the 75th Air Base Wing.

Ms. Medler received a BBA in Management & Computer Information Systems from the University of Arkansas at Little Rock, an MS in National Security & Strategic Studies from the Naval War College, and an MBA in Management Information Systems Concentration from the University of Arizona.

The Board values Ms. Medler’s extensive leadership experience and her deep knowledge of cybersecurity and information technology. Her years of experience leading cybersecurity, information technology and multi-function organizations facing a broad range of technology and operational issues provide the Board with valuable cyber and technology risk expertise, as well as a strong understanding of emerging technology and digital business transformation strategies, to facilitate effective governance and oversight of the cybersecurity and technology issues facing PNC.

PNC Board Committee Memberships

Risk Committee

Technology Committee

Compliance Subcommittee

Public Company Directorships

Target Hospitality Corp.

Robert A. Niblock

Age 60

Director Since 2022

Experience, Qualifications, Attributes or Skills

Robert A. Niblock is the former Chairman, President and Chief Executive Officer of Lowe’s Companies,

Inc., which operates together with its subsidiaries as a home improvement retailer in the U.S.

Mr. Niblock joined Lowe’s in 1993 and served in various financial roles throughout his career, including as Director of Taxation, Vice President and Treasurer, Senior Vice President, and Executive Vice President and Chief Financial Officer.

Mr. Niblock retired from Lowe’s in 2018 as Chairman, President and Chief Executive Officer. Under his leadership as CEO, the company’s revenues grew from $36.5 billion to $68.6 billion, and Lowe’s built a major digital business to expand the reach of its national stores. The company’s share price also more than tripled from the time of his appointment as CEO to the time of his retirement.

Prior to joining Lowe’s, Mr. Niblock had a nine-year career with the accounting firm Ernst & Young.

Mr. Niblock received a BS in Accounting from the University of North Carolina at Charlotte.

The Board values Mr. Niblock’s significant financial expertise, knowledge of the retail industry and experience in building a digital presence, which will be instrumental to PNC as it expands its digital presence and pursues transformative growth.

PNC Board Committee Memberships

Audit Committee

Human Resources Committee

Public Company Directorships

ConocoPhillips (Lead Director)

Lamb Weston Holdings, Inc.

Lowe’s Companies, Inc. (until July 2018)


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		15

ELECTION OF DIRECTORS (ITEM 1)

Martin Pfinsgraff

Age 68

Director Since 2018

Experience, Qualifications, Attributes or Skills

Martin Pfinsgraff retired as Senior Deputy Comptroller

Large Bank Supervision of the Office of the Comptroller of the Currency in February 2017. He held the position of Deputy Comptroller for Credit and Market Risk from 2011 to 2013. Mr. Pfinsgraff served on the Executive Committee of the OCC and as a member of the Senior Supervisors Group, an international committee comprised of supervisors from 10 Organisation for Economic Co-operation and Development member countries and the European Central Bank.

Prior to his career with the OCC, Mr. Pfinsgraff held various positions from 2000 to 2009 at iJet International, a provider of operating risk management solutions, including Chief Operating Officer and Chief Financial Officer. Mr. Pfinsgraff held various positions with Prudential from 1989 through 2000, including Treasurer of Prudential and CFO and President Capital Markets, Prudential Securities.

Mr. Pfinsgraff received a BBA in Psychology from Allegheny College and an MBA from Harvard Business School.

The Board values Mr. Pfinsgraff’s leadership experience as well as his extensive knowledge of the financial services industry and the regulatory requirements applicable to the industry. His experience in banking regulation, risk management and finance, along with his years of executive leadership, provide the Board with additional skills to oversee complex regulatory, risk management and financial matters.

PNC Board Committee Memberships

Audit Committee

Executive Committee

Risk Committee (Chair)

Compliance Subcommittee

Public Company Directorships

None

Bryan S. Salesky

Age 42

Director Since 2021

Experience, Qualifications, Attributes or Skills

Bryan S. Salesky is the founder and former CEO of

Argo AI, LLC, a self-driving technology platform company that partnered with leading automakers to develop the software, hardware, maps and cloud-support infrastructure to power self-driving vehicles. Prior to founding Argo, Mr. Salesky spent more than a decade in roles of increasing responsibility across leading technology companies including Google and Carnegie Mellon University’s National Robotics Engineering Center (“NREC”).

Mr. Salesky brings significant experience across the robotics and software engineering disciplines. In addition to co-leading Carnegie Mellon’s team that won the 2007 DARPA Urban Challenge autonomous vehicle race, he managed a portfolio of NREC’s largest commercial programs, including autonomous mining trucks for Caterpillar. While at Google, Mr. Salesky was responsible for the development and manufacture of the company’s self-driving hardware portfolio, which included self-driving sensors, computers and several vehicle development programs.

Mr. Salesky is Chair of the Greater Pittsburgh Chamber of Commerce, a member of the board of directors of the Allegheny Conference on Community Development, and serves on the board of trustees for the University of Pittsburgh.

Mr. Salesky received a BS in Computer Engineering from the University of Pittsburgh.

Mr. Salesky has built a reputation for strategic vision and entrepreneurism in the technology and artificial intelligence industries. The Board believes these skills are particularly valuable to PNC as it continues to invest in new product innovation and growth. The Board also values Mr. Salesky’s active involvement in the Pittsburgh community.

PNC Board Committee Memberships

Special Committee on Equity & Inclusion

Technology Committee

Public Company Directorships

None


16		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

ELECTION OF DIRECTORS (ITEM 1)

Toni Townes-Whitley

Age 59

Director Since 2019

Experience, Qualifications, Attributes or Skills

Toni Townes-Whitley is an independent director and the former President, U.S. Regulated Industries at

Microsoft Corporation. In that role, Ms. Townes-Whitley led Microsoft’s U.S. sales organization and managed a $16 billion P&L across financial services, healthcare, education and federal, state and local governments. Prior to taking on that role in July 2018, Ms. Townes-Whitley was Corporate Vice President for Global Industry at Microsoft, a role she held since 2015.

Before starting with Microsoft, Ms. Townes-Whitley worked for CGI Corporation, an IT and business consulting services firm, from 2010 to 2015. During her tenure at CGI, Ms. Townes-Whitley held the positions of President and Chief Operating Officer from 2011 to 2015 and Senior Vice President, Civilian Agency Program from 2010 to 2011. From 2002 to 2010, Ms. Townes-Whitley held various positions at Unisys Corporation, a global information technology company that provides a portfolio of IT services, software and technology, including Vice President, Global Public Sector, Vice President, North America Consulting & Systems Integration, and Lead Partner, Federal Civilian Business Unit.

Ms. Townes-Whitley is an active participant in IT, financial services, healthcare and public sector industry organizations, and a presenter on IT innovation, enterprise technology transformation and societal impact. She is a board member for Johns Hopkins Medical, the Partnership for Public Service and the Thurgood Marshall College Fund. Ms. Townes-Whitley continues to be a trustee for United Way Worldwide, serves as an advisor to the Women’s Center of Northern Virginia and is a past president of Women in Technology.

Ms. Townes-Whitley received a BA in Economics from Princeton University’s Woodrow Wilson School and management certifications from Wharton (University of Pennsylvania) and NYU.

The Board values Ms. Townes-Whitley’s significant experience and involvement in the information technology industry and the value she adds to the Board’s oversight of technological issues facing PNC and the assessment of broader ESG opportunities.

PNC Board Committee Memberships

Human Resources Committee

Special Committee on Equity & Inclusion

Technology Committee

Public Company Directorships

Empowerment & Inclusion Capital I Corp (until December 2022)

Nasdaq, Inc.


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		17

CORPORATE GOVERNANCE

The Board is committed to maintaining strong corporate governance practices. Through the Nominating and Governance Committee, the Board periodically evaluates its corporate governance policies and practices against evolving best practices. This section highlights some of our corporate governance policies and practices. Visit www.pnc.com/corporategovernance for additional information about corporate governance at PNC, including our:

•

Corporate governance guidelines

•

Bylaws

•

Code of Business Conduct and Ethics

•

Board committee charters (for the four primary committees)

To receive free printed copies of any of these

documents, please send a request to:

Corporate Secretary

The PNC Financial Services Group, Inc.

300 Fifth Avenue

Pittsburgh, Pennsylvania 15222

corporate.secretary@pnc.com

This proxy statement is also available at

www.pnc.com/proxystatement

Recent corporate governance developments

One of our current directors, Michael J. Ward, has reached the mandatory retirement age of 72 established by the Board. As part of its continuing efforts to provide for director succession and strong Board composition in light of the anticipated retirement of Mr. Ward, on May 10, 2022 the Board appointed Renu Khator to serve as a director upon the recommendation of the Nominating and Governance Committee. Ms. Khator is included as a nominee for election to the Board at the annual meeting.

Corporate governance guidelines

The Board has approved corporate governance guidelines that address important principles adopted by the Board, including:

•

The qualifications a director should possess

•

The director nomination process

•

The Board’s leadership structure

•

The responsibilities of our lead independent director (the “Presiding Director”)

•

How the Board committees serve to support the Board’s duties

•

A description of ordinary course relationships that will not impair a director’s independence

•

The importance of the Board meeting in executive session without management present

•

The importance of the Board having access to management

•

The majority voting requirement for director elections

•

The mandatory director retirement age (72)

•

How the Board evaluates our CEO’s performance

•

How the Board considers management succession planning

•

Our views on directors holding board positions at other public companies

•

How the Board continually evaluates its own performance and composition

•

Our approach to director orientation and education

•

The Board’s role in strategic planning

•

The Board’s oversight of our strategy, including the risks and opportunities flowing from the environmental, social and governance (“ESG”) issues material to our business


18		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

CORPORATE GOVERNANCE

The Nominating and Governance Committee reviews the corporate governance guidelines at least annually. Any changes recommended by the Committee are reviewed and approved by the Board.

Our Board leadership structure

Based on an assessment of its current needs and composition, as well as the skills and qualifications of the directors, the Board believes that the appropriate Board leadership structure should include the following attributes:

•

A substantial majority (at least two thirds) of independent directors

•

A Presiding Director who serves as the lead independent director

•

Regular executive sessions of all independent directors without management present

The current leadership structure of the Board includes all three attributes.

The Board recognizes that one of its key responsibilities is to periodically evaluate the optimal leadership structure to ensure robust independent oversight of management and an engaged and effective board with complementary qualities, perspectives and experiences. The Board believes the Board leadership structure should be flexible enough to accommodate different circumstances. As such, the Board periodically reviews its leadership structure and may choose a different leadership structure if circumstances should arise that lead the Board to believe that a different Board leadership structure would promote the long-term interests of our shareholders.

Our governing documents permit the roles of Chair and CEO to be filled by the same or different individuals, and the Board has not adopted a policy with respect to the separation of the Chair and CEO positions. To ensure robust independent leadership on the Board, our corporate governance guidelines provide that the Board shall appoint a Presiding Director, who shall also serve as the chair of the Nominating and Governance Committee. The Board considers its leadership structure each year and discusses whether to separate the Chair and CEO positions as necessary or appropriate, in its judgment, including but not limited to when selecting a new CEO. In making this decision, the Board considers a range of factors, including: the people currently in the roles of CEO, Chair and Presiding Director and their record of leadership and performance in their roles; the current composition of the Board; PNC’s operating and financial performance; any recent or anticipated changes in the CEO role; the effectiveness of the processes and structures for Board interaction with and oversight of management; and the importance of maintaining a single voice in leadership communications and Board oversight, both internally and with shareholders and other stakeholders.

The Board believes the interests of our shareholders are best served at this time through the current combined Chair and CEO leadership structure, supported by a Presiding Director who has oversight responsibilities. This structure provides the appropriate balance between a Chair and CEO with responsibilities for day-to-day management, Board leadership and setting long-term strategy, and an empowered independent Presiding Director with well-defined responsibilities, including facilitating, among other things, the Board’s independent oversight of management, CEO review, promoting communication between senior management and the Board about issues such as management development and succession planning, executive compensation and company performance, and engaging and communicating with shareholders and other stakeholders as appropriate.

William S. Demchak, our current CEO, also serves as Chair of the Board. Andrew T. Feldstein, the chair of the Nominating and Governance Committee, currently serves as Presiding Director. We describe the responsibilities of the Presiding Director in more detail below. Mr. Feldstein also serves as a member of the Risk Committee, where he leverages his expertise in identifying, assessing and managing credit, market and other risks to assist the Committee in performing its risk oversight function.

Substantial majority of independent directors. We have long maintained a Board with a substantial majority of directors who are not PNC employees and who otherwise qualify as independent under the rules of the New York Stock Exchange (the “NYSE”). The NYSE requires at least a majority of our directors be independent from management.

Mr. Demchak is the only director who is not independent under the NYSE’s “bright-line” tests for independence because he is our CEO. The Board has affirmed the independence of each of the other 12 nominees for director. See Director and Executive Officer Relationships beginning on page 36 for a description of how we evaluate the independence of our directors, including information about the NYSE’s bright-line tests for independence.

Presiding Director responsibilities. The Presiding Director, the lead independent director for the Board, is selected by the Board’s independent and non-management directors. The Board approved the following responsibilities for the Presiding Director, which are included in our corporate governance guidelines:

•

Preside at meetings of the Board in the event of the Chair’s unavailability

•

Preside at regularly scheduled executive sessions of the Board’s independent directors

•

When the Presiding Director considers it appropriate, convene and preside at meetings or executive sessions of the Board’s independent directors


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		19

CORPORATE GOVERNANCE

•

If the Board includes non-management directors who are not independent, when the Presiding Director considers it appropriate to do so, convene and preside at meetings or executive sessions including such non-management directors

•

Confer with the Chair or CEO immediately following the meetings or executive sessions of the Board’s independent or non-management directors to convey the substance of the discussions held during those sessions, subject to any limitations specified by the independent directors

•

Act as the principal liaison between the Chair and CEO and the Board’s independent and non-management directors

•

Be available for confidential discussions with any director who may have concerns that he or she believes have not been properly considered by the Board as a whole

•

Following consultation with the Chair, CEO and other directors as appropriate, approve the Board’s meeting agendas, in order to promote the effectiveness of the Board’s operation and decision making and help ensure there is sufficient time for discussion of all agenda items

•

Be available for consultation and direct communication with major shareholders as appropriate

•

Discharge such other responsibilities as the Board’s independent directors may assign from time to time

During the course of the year, the Presiding Director may suggest, revise or otherwise discuss agenda items for Board meetings with the Chair or CEO. In between meetings, each director is encouraged to raise any topics or issues with the Presiding Director that the director believes should be discussed in executive session.

As chair of the Nominating and Governance Committee, the Presiding Director leads the Board and committee annual self-evaluation process and the evaluation of the independence of directors. These responsibilities include identifying and evaluating individuals qualified to become directors, consistent with Board-approved criteria, and recommending to the Board such changes in the Board’s composition, design and structure as the Committee may deem appropriate. The Nominating and Governance Committee also reviews, and the Presiding Director as chair of the Committee reports to the Board on, significant developments in corporate governance.

Regular executive sessions of independent directors. Our independent directors have met and will continue to meet in regularly scheduled executive sessions without management present. The NYSE requires our independent directors to meet in executive session at least once a year. Under the Board’s own policy, our independent directors meet in executive session at least quarterly. The Presiding Director leads these executive sessions.

Board’s role in risk oversight

The Risk Committee of the Board (together with the Compliance Subcommittee of the Risk Committee) oversees and approves the enterprise-wide risk governance framework (the “ERM Framework”) and oversees the processes established to identify, assess, monitor and report the company’s risks. Management-level risk committees are in place to help ensure the risk expectations defined by our ERM Framework are followed and that business decisions are made and executed consistent with the Board’s desired risk profile. The Enterprise Risk Management Committee, chaired by the Chief Risk Officer, is responsible for oversight of risk management through, among other activities, the review of the Enterprise Risk Profile and the discussion of key risk trends and issues. At PNC, we manage the company for the long term and our ERM Framework and risk appetite consider the longer-term strategic risks that face the company. However, a significant focus is applied to those risks, such as credit, operational, liquidity and information security risks, that may have a material impact in the short or medium term.

Independent risk reporting and escalation practices provide the Risk Committee (and the Compliance Subcommittee) the opportunity to understand significant risks the organization faces, understand how those risks affect our risk profile and risk appetite, and provide feedback on management’s plans to manage in the company alignment with PNC’s risk appetite. Additionally, this transparency supports decision making by the Risk Committee. The Chief Risk Officer and PNC’s Chief Compliance Officer, who reports to the Chief Risk Officer, provide regular reports to the Risk Committee (or the Compliance Subcommittee, as applicable) regarding the company’s risk profile, significant existing, new or emerging risks, and significant initiatives to identify, manage and control such risks.

PNC’s ability to report on significant new, emerging or existing risks through the risk reporting framework and committee governance structure allows the Risk Committee to engage in an active dialogue with executive leadership on those risks, provide perspective on the effect of the risk to the company’s risk profile and provide feedback on management’s plans to manage the company in alignment with PNC’s risk appetite. PNC’s disclosure controls and procedures outline the responsibilities of the Chief Risk Officer, the Independent Risk Management organization and other units within PNC with respect to financial disclosures. These responsibilities directly align with the ERM Framework and the ERM Framework policy, which is overseen and approved by the Risk Committee.


20		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

CORPORATE GOVERNANCE

PNC’s governance structure, risk reporting framework, and communication and escalation practices allow for Independent Risk Management to escalate significant new, emerging and existing risks that, if left unmitigated, could push PNC outside of our risk appetite or disrupt our ability to achieve our business objectives. Independent Risk Management regularly engages external parties, both formally and informally, to help ensure future threats and trends are identified and considered in our ongoing risk identification, assessment, monitoring and reporting frameworks. Engagements with external parties include memberships in industry trade groups, consultations with industry experts and formal engagements with independent consultants. As new or emerging risks are identified, PNC evaluates the comprehensiveness of our existing ERM Framework to identify assess, monitor and control those risks.

Communicating with the Board

Shareholders and other interested parties who wish to communicate with the Board, any director (including the Presiding Director), the non-management or independent directors as a group, or any Board committee may send an email to corporate.secretary@pnc.com or a letter to the following address:

Board of Directors

c/o Corporate Secretary

The PNC Financial Services Group, Inc.

300 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2401

The Corporate Secretary will process such communications as set forth herein. The Corporate Secretary will forward email communications to the appropriate director(s) named. The Corporate Secretary will not open a written communication sent to the above physical mailing address if it is addressed to the Board, any director (including the Presiding Director) or group of directors, the non-management or independent directors as a group or any Board committee. The Corporate Secretary will forward the communication to the named director or the Presiding Director, who will determine how to respond. Depending on the content, the Presiding Director may forward the communication to a PNC employee, a third party, another director, a Board committee or the full Board.

The Corporate Secretary may elect not to forward communications that she believes are: (i) a commercial, charitable or other solicitation; (ii) a complaint about PNC products or services that would be customarily handled in the ordinary course of business; (iii) abusive, improper or otherwise irrelevant to the Board’s duties and responsibilities; or (iv) subject to the policies or procedures that specify the proper handling of a communication that addresses such subject matter.

Our Code of Business Conduct and Ethics

PNC has adopted, and the Audit Committee has approved, a Code of Business Conduct and Ethics that applies generally to all employees and directors.

The Code of Business Conduct and Ethics addresses these important topics, among others:

•

Our commitment to ethics and values

•

Fair dealing with customers, suppliers, competitors and employees

•

Conflicts and potential conflicts of interest, including self-dealing, insider trading and other trading restrictions, outside employment and transactions with PNC

•

Gifts and entertainment

•

Creating business records, document retention and protecting confidential information

•

Protection and proper use of our assets, including intellectual property and electronic media

•

Communicating with the public

•

Political involvement, including campaigning and political contributions and spending

•

Compliance with laws and regulations

•

Protection from retaliation

The Code of Business Conduct and Ethics is available in the “Governance Documents” section of our website at www.pnc.com/corporategovernance. Any shareholder may also request a free printed copy by writing to our Corporate Secretary at the address provided on page 18.


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		21

CORPORATE GOVERNANCE

Our adoption of the Code of Business Conduct and Ethics is intended to satisfy the Securities and Exchange Commission (the “SEC”) requirement to adopt a code that applies to a company’s CEO and senior financial officers. The Audit Committee must approve any waivers of or exceptions to code provisions granted to our directors or executive officers. We will post on our website any future amendments to, or waivers from, a provision of the Code of Business Conduct and Ethics that applies to any of our directors or executive officers (including our Chair and CEO, CFO and Controller).

PNC has also adopted, and the Audit Committee has approved, Ethics Guidelines for Directors to supplement the Code of Business Conduct and Ethics.

Orientation and education

All of our new directors undergo a director orientation program. In addition to written materials provided to new directors, personalized orientation sessions are held with each new director. These personalized orientation sessions generally include meetings with senior management to familiarize new directors with our strategic plans, significant financial, accounting and risk management issues, capital markets activities, compliance programs, the Code of Business Conduct and Ethics and related policies, our principal officers, and our internal and independent auditors, as well as specified matters related to the Board committees or subcommittees to which the new director has been appointed.

We also provide a continuing education program for our directors that considers their knowledge and experience and our risk profile, and includes training on complex products and services, our lines of business, significant risks to the company, applicable laws, regulations and supervisory requirements, and other relevant topics identified by the Board and management. The continuing education program is provided through a combination of personalized sessions and coordination of attendance by directors at outside seminars, including those offered by regulators, relevant to the duties of a director. Certain training sessions may be held in connection with, or as part of, a meeting of the Board or a Board committee.

Board committees

The Board currently has five standing committees. The four primary committees—Audit, Nominating and Governance, Human Resources, and Risk—meet on a regular basis. The Executive Committee, which is composed of our CEO and the chairs of the four primary committees, meets as needed. The Executive Committee may act on behalf of the Board and would report to the full Board following any action taken. Our Presiding Director chairs the Executive Committee, which did not meet in 2022.

Our Bylaws authorize the Board to establish other committees. In June 2020, the Board formed a Special Committee on Equity & Inclusion to assist with its oversight of PNC’s equity and inclusion efforts, internally and externally, including oversight of the implementation of PNC’s publicly-announced financial commitment to help end systemic racism and support the economic empowerment of Black Americans and low- and moderate-income communities. The Special Committee has met regularly since its inception.

In April 2022, following an assessment of its committee structure, the Board determined it was appropriate for the Technology Subcommittee to become a direct committee of the Board rather than a subcommittee of the Risk Committee. Now named the Technology Committee, the Committee has responsibility for assisting the Board with its oversight of technology strategy and significant technology initiatives and programs, including those that can position the use of technology to drive strategic advantages, and fulfilling the oversight responsibilities for technology risk, information management and security risks (including cybersecurity and cyber fraud and physical security risks) and the adequacy of PNC’s business recovery, continuity and contingency plans and test results.

Our Bylaws also provide that the Board may authorize the establishment of subcommittees. The Board has formed a Compliance Subcommittee of the Risk Committee to facilitate Board-level oversight of compliance risk, significant compliance-related initiatives and programs, and the maintenance of a strong compliance risk management culture.

Each committee operates under a written charter approved by the Board, and the Compliance Subcommittee operates under a written charter approved by the Risk Committee. Each committee and subcommittee annually reviews and reassesses its charter. The Nominating and Governance Committee assesses the Executive Committee charter. Each committee and subcommittee, other than the Executive Committee, performs an annual self-evaluation to determine whether it is functioning effectively and fulfilling its charter duties.

We describe the main responsibilities of the Board’s Audit, Nominating and Governance, Human Resources and Risk committees, as well as the Technology Committee and the Special Committee on Equity & Inclusion, below. The descriptions of the committee functions in this proxy statement are qualified in each case by reference to the applicable committee charter and the relevant provisions of our Bylaws. The charters for the four primary committees are available on our website at www.pnc.com/corporategovernance.


22		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

CORPORATE GOVERNANCE

Audit Committee


		Chair		Other members:
		Richard J. Harshman		Joseph Alvarado
				Debra A. Cafaro
				Renu Khator
				Robert A. Niblock
				Martin Pfinsgraff

The Audit Committee consists entirely of directors who are independent as defined in the NYSE’s corporate governance rules and in SEC regulations related to audit committee members. When the Board meets on April 26, 2023 to organize its committees, only independent directors will be appointed to the Committee.

The Board has determined that each Audit Committee member is financially literate. The Board made this determination in its business judgment, based on its interpretation of the NYSE’s requirements for audit committee members. Acting on the recommendation of the Nominating and Governance Committee, the Board has determined that each of Mr. Alvarado, Ms. Cafaro, Mr. Harshman, Mr. Niblock and Mr. Pfinsgraff is an “audit committee financial expert” as that term is defined by the SEC, and that each possesses accounting or related financial management expertise under applicable NYSE rules. The Board expects to make a determination as to whether Ms. Khator is an “audit committee financial expert” at its organizational meeting on April 26, 2023.

The Audit Committee satisfies the requirements of SEC Rule 10A-3, which addresses the following topics:

•

The independence of committee members

•

The responsibility for selecting and overseeing our independent auditors

•

The establishment of procedures for handling complaints regarding our accounting practices

•

The authority of the committee to engage advisors

•

The determination of appropriate funding for payment of the independent auditors and any outside advisors engaged by the committee and for the payment of the committee’s ordinary administrative expenses

The Board most recently approved the charter of the Audit Committee on November 10, 2022, and it is available on our website at www.pnc.com/corporategovernance.

The Audit Committee’s primary purposes are to assist the Board by:

•

Monitoring the integrity of our consolidated financial statements

•

Monitoring the effectiveness of our internal control over financial reporting

•

Monitoring compliance with our Code of Business Conduct and Ethics

•

Overseeing conduct risk management

•

Evaluating a periodic, independent assessment of a subsidiary bank’s overall risk governance and risk management practices

•

Monitoring compliance with certain legal and regulatory requirements

•

Evaluating and monitoring the qualifications and independence of our independent auditors

•

Evaluating and monitoring the performance of our internal audit function and our independent auditors

•

Overseeing our key ESG disclosures

The Audit Committee also performs the duties required by law to be performed by a fiduciary audit committee for any national bank subsidiary of PNC to the extent permitted and in the manner required by applicable laws and regulations.

At each quarterly meeting of the full Board, the chair of the Audit Committee presents a report of the items discussed and actions approved at previous meetings of the Committee.

The Audit Committee’s responsibility is one of oversight. Management is responsible for preparing our consolidated financial statements, for maintaining internal controls and for our compliance with laws and regulations, and the independent auditors are responsible for auditing our consolidated financial statements. The Committee is responsible for holding management accountable for establishing and maintaining an adequate and effective internal control system and processes. The Committee typically approves the internal and external audit plans, and reviews and discusses audit reports and results with representatives of our internal audit function and our independent auditors. The Committee also receives periodic reports on our compliance with applicable disclosure-related ESG laws and regulations, and discusses with management applicable internal and disclosure controls


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related to our key ESG disclosures. In addition, the Committee receives, reviews and discusses with management at least annually a report on PNC’s political activity, including its major lobbying priorities, participation in national trade associations and contributions to politically involved organizations, and the oversight and governance of PNC’s political activities.

The Audit Committee has the authority to retain independent legal, accounting, economic or other advisors. The Committee is directly responsible for the selection, appointment, compensation and oversight of our independent auditors (including the resolution of any disagreements that may arise between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditors report directly to the Committee. We describe the role of the Committee as it relates to the independent auditors, including consideration of the rotation of the independent audit firm, in more detail on page 96.

With respect to work performed by the independent auditors, the Audit Committee must approve all audit engagement fees and terms, as well as all permitted non-audit engagements. The Committee (or its delegate) pre-approves all audit services, audit-related services and permitted non-audit services to be performed by the independent auditors. The Committee also considers whether the provision of any audit services, audit-related services or permitted non-audit services will impair the auditors’ independence. We describe the Committee’s procedures for the pre-approval of audit services, audit-related services and permitted non-audit services on page 97.

The Audit Committee receives periodic reports on finance, reserve adequacy, ethics, and internal and external audit.

The Audit Committee also appoints our General Auditor, who leads our internal audit function and is functionally accountable to the Committee. The Committee holds regular executive sessions with management, the General Auditor, the Chief Ethics Officer and the independent auditors. The Committee reviews the performance and approves the compensation of the General Auditor, and annually reviews the succession plans for the General Auditor and the General Auditor’s direct reports with the CEO and the Board.

Under our corporate governance guidelines, Audit Committee members may serve on the audit committees of no more than three public companies at the same time, including PNC.

The Audit Committee has approved the report on page 98 as required under its charter and in accordance with SEC regulations.


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Nominating and Governance Committee


		Chair		Other members:
		Andrew T. Feldstein		Marjorie Rodgers Cheshire
				Richard J. Harshman
				Daniel R. Hesse
				Renu Khator
				Michael J. Ward

The Nominating and Governance Committee consists entirely of independent directors. As Mr. Ward has reached the Board-established mandatory retirement age, he will not stand for re-election to the Board at the annual meeting, and following the annual meeting will no longer be a member of the Committee. When the Board meets on April 26, 2023 to organize its committees, only independent directors will be appointed to the Nominating and Governance Committee.

The Board most recently approved the charter of the Nominating and Governance Committee on November 10, 2022, and it is available on our website at www.pnc.com/corporategovernance.

At each quarterly meeting of the full Board, the chair of the Nominating and Governance Committee presents a report of the items discussed and actions approved at previous meetings of the Committee. The primary purpose of the Nominating and Governance Committee is to assist the Board in promoting the best interests of PNC and its shareholders through the implementation of sound corporate governance principles and practices. The Committee also assists the Board by identifying individuals qualified to become Board members. The Committee recommends to the Board the director nominees for each annual meeting of shareholders, and may also recommend the appointment of qualified individuals as directors between annual meetings. The Committee also oversees our engagement with shareholders regarding ESG matters.

In addition to conducting its annual committee self-evaluation, the Nominating and Governance Committee oversees the annual evaluation of the performance of the Board and other Board committees and reports to the Board on the evaluation results as necessary or appropriate. The Committee also annually reviews and recommends any changes to the Executive Committee charter.

How we evaluate directors and director candidates. At least annually, the Nominating and Governance Committee assesses the skills, qualifications and experience of our directors and recommends a slate of director nominees to the Board. In evaluating existing directors and new director candidates, the Committee assesses the needs of the Board and the qualifications of the individual. From time to time, the Committee also considers whether to change the composition of the Board. See the discussion on pages 9 to 17 for additional information regarding each of our current director nominees.

The Board and its committees must satisfy SEC, NYSE and banking regulatory standards. At least a majority of our directors must be independent under NYSE standards. Our corporate governance guidelines impose a more rigorous standard and require that a substantial majority (at least two thirds) of our directors be independent. We require a sufficient number of independent directors to satisfy the membership needs of Board committees that also require independence.

The Nominating and Governance Committee expects directors to gain a sound understanding of our strategic vision, our mix of businesses and our approach to regulatory relations and risk management. The Board must possess a mix of qualities and skills adequate to address the various risks facing PNC. For a discussion of the Board’s oversight of risk, see Corporate Governance—Board committees—Risk Committee on page 30.

When evaluating each director, as well as new director candidates for nomination, the Committee considers the following criteria set forth in our corporate governance guidelines:

•

A sustained record of high achievement in financial services, business, industry, government, academia, the professions, or civic, charitable or non-profit organizations

•

Manifest competence and integrity

•

A strong commitment to the ethical and diligent pursuit of our stakeholders’ best interests, including our customers, communities, employees and shareholders

•

The strength of character necessary to challenge management’s recommendations and actions when appropriate and to confirm the adequacy and completeness of management’s responses to such challenges to his or her satisfaction

•

The Board’s strong desire to continue adding diversity in terms of race, gender, professional background, life experience and social identity


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Personal qualities that will help to sustain an atmosphere of mutual respect and collegiality among the members of the Board

The Nominating and Governance Committee also considers the current needs of the Board and its committees, meeting attendance and participation, and the value of a director’s contribution to the effectiveness of the Board and its committees.

Although the Board has not adopted a formal policy on diversity, the Board recognizes the value of a diverse Board. Therefore, the Nominating and Governance Committee considers the diversity of directors in the context of the Board’s overall needs, including the diversity of perspective, experience, knowledge, education, age and skills of each director. The Committee evaluates diversity in a broad sense, recognizing the benefits of demographic and cognitive diversity, and the breadth of diverse backgrounds, skills and experiences the directors bring to the Board.

How we identify new directors. The Nominating and Governance Committee utilizes as a discussion tool a matrix of certain skills and experiences the Committee believes would be beneficial to have represented on the Board and its committees. The Committee considers PNC’s strategy and industry trends in developing a view of those skills and characteristics that would benefit the Board. The Committee is also focused on what skills are required or beneficial for those serving in key Board positions, such as committee chairs, and considers succession planning for those positions. The Committee leverages the matrix and considers the Board-approved evaluation criteria and various regulatory requirements described above when identifying potential director candidates, which it does in a number of ways. The Committee periodically retains a search firm to identify candidates. The Committee may consider recommendations made by our current or former directors or members of executive management. The Committee may also identify potential directors through contacts in the business, civic, academic, legal and non-profit communities.

In addition, the Nominating and Governance Committee will consider director candidates recommended by our shareholders for nomination at the next year’s annual meeting of shareholders. For the Committee to consider a director candidate recommended by a shareholder, the shareholder must submit the recommendation in writing to the Corporate Secretary at our principal executive offices. The submission must include the information described under “Director Nomination Process” in Section 3 of our corporate governance guidelines, which can be found in the “Governance Documents” section of www.pnc.com/corporategovernance. To be considered for the 2024 annual meeting of shareholders, the submission must be received by November 16, 2023.

The Nominating and Governance Committee will evaluate director candidates recommended by a shareholder in the same manner as candidates identified by the Committee or recommended by others. The Committee will not consider any candidate with an obvious impediment to serving as one of our directors.

The Nominating and Governance Committee will meet to review and discuss relevant available information regarding a director candidate, considering the Board-approved evaluation criteria, the candidate’s contribution to the diversity of the Board and PNC’s evolving strategic needs. If the Committee decides not to recommend a candidate for nomination or appointment, or for additional evaluation, no further action is taken, and in the case of a shareholder-recommended candidate, the Corporate Secretary will communicate the decision to the shareholder.

If the Nominating and Governance Committee decides to recommend a director candidate to the Board as a nominee for election at an annual meeting of shareholders or for appointment by the Board, the Chair of the Committee will report that decision to the full Board. Following a discussion regarding the recommendation, the full Board will vote on whether to nominate the candidate for election or appoint the candidate to the Board, as applicable. Invitations to join the Board are extended by the Chair of the Board and the Presiding Director, jointly acting on behalf of the Board.

Shareholders who wish to nominate a director candidate directly at an annual meeting of shareholders or nominate and include a director candidate in our annual meeting proxy materials must do so in accordance with the procedures contained in our Bylaws as well as the additional requirements of SEC Rule 14a-19, as applicable, as described in Shareholder Proposals for the 2024 Annual Meeting on page 105 under the headings Advance notice procedures and Proxy access procedures, respectively.


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Human Resources Committee


		Chair		Other members:
		Debra A. Cafaro		Andrew T. Feldstein
				Richard J. Harshman
				Robert A. Niblock
				Michael J. Ward
				Toni Townes-Whitley

The Human Resources Committee consists entirely of independent directors. The Committee’s membership is intended to satisfy the independence standards established by applicable federal income tax and securities laws, as well as NYSE standards. As Mr. Ward has reached the Board-established mandatory retirement age, he will not stand for re-election to the Board at the annual meeting, and following the annual meeting will no longer be a member of the Committee. When the Board meets on April 26, 2023 to organize its committees, only independent directors will be appointed to the Committee, including to the position of chair of the Committee.

The Board most recently approved the charter of the Human Resources Committee on November 10, 2022, and it is available on our website at www.pnc.com/corporategovernance.

The Human Resources Committee’s principal purpose is to discharge the Board’s responsibilities relating to the compensation of our executive management and other specified responsibilities related to human resources matters affecting PNC. The Committee may also oversee and approve, or recommend for approval, employee benefit, bonus, incentive compensation, severance, equity-based or other compensation or incentive plans or arrangements.

The Human Resources Committee has the authority to retain independent legal, compensation, accounting or other advisors. The charter provides the Committee with the sole authority to retain and terminate an independent compensation consultant acting on the Committee’s behalf, and to approve the consultant’s fees and other retention terms. The Committee retained an independent compensation consultant in 2022 and prior years. See Role of compensation consultants below.

The Human Resources Committee reviews with management the Compensation Discussion and Analysis section of the proxy statement, which begins on page 44. The required report of the Committee is included under Compensation Committee Report on page 68. The Committee also evaluates the relationship between risk management and our incentive compensation programs and plans. See Compensation and Risk beginning on page 69.

The Human Resources Committee has responsibility for overseeing our programs, policies and practices related to talent and human capital strategy, including those related to our commitment to diversity, equity and inclusion (to the extent not within the purview of the Special Committee on Equity & Inclusion), the recruitment, development and retention of talent, employee engagement, health, safety and well-being, and corporate culture. The Committee is responsible for the review and approval of a talent management program that provides for development, recruitment and succession planning for the CEO’s direct reports and their direct reports.

The Committee is also responsible for overseeing and annually evaluating the succession plans for the CEO, the CEO’s direct reports and those individuals’ direct reports (except for the review and evaluation of the succession plans for the General Auditor and Chief Risk Officer, which are performed by the Audit Committee and the Risk Committee, respectively). The executive management succession plan, including for the CEO, is also reviewed with the full Board from time to time. The Committee reviews a detailed succession planning report at least annually. The materials in the report typically include a discussion of the individual performance of each executive officer, as well as succession plans and development initiatives for other emerging talent. These materials provide necessary background and context to the Committee and help the Committee members to become familiar with each employee’s position, duties, responsibilities and performance.

How we make decisions. The Human Resources Committee meets at least four times a year. Before each meeting, the chair of the Committee reviews the agenda, materials and issues with members of management and the Committee’s independent compensation consultant, as appropriate. The Committee may invite legal counsel or other external consultants to advise the Committee during meetings and preparatory sessions.

The Human Resources Committee regularly meets in executive sessions without management present. At each quarterly meeting of the full Board, the chair of the Committee presents a report of the items discussed and actions approved at previous meetings of the Committee.


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The Human Resources Committee has adopted guidelines for information that will be presented to the Committee. The guidelines contemplate, among other things, that any material change to a compensation program, plan or arrangement will be considered over the course of at least two separate meetings of the Committee, with any vote occurring no earlier than the second meeting.

The Human Resources Committee reviews all of the elements of our compensation programs periodically and adjusts those programs as appropriate. Each year, the Committee makes decisions regarding the amount of annual compensation and equity-based or other longer-term compensation for our executive officers and other designated senior employees. For the most part, these decisions are made in the first quarter of each year, following an evaluation of the prior year’s performance.

Delegations of authority. The Human Resources Committee has delegated authority to management to make certain decisions or take certain actions with respect to compensation or benefit plans or arrangements, other than those that are solely or predominantly for the benefit of executive officers. For employee benefit, bonus, incentive compensation, severance, equity-based and other compensation or incentive plans and arrangements, the Committee has delegated to the Chief Human Resources Officer (or her designee) the ability to adopt a new plan or arrangement or amend an existing one if:

•

the adoption or amendment is not expected to result in a significant increase in incremental expense to PNC (defined as an incremental annual expense that exceeds $50 million for that plan category), the plan is broadly available to employees of PNC and the new plan or amendment would not confer a disproportionate benefit upon executives; or

•

the new plan or amendment is of a technical or administrative nature, is required by a change in applicable law, is not otherwise material or, with respect to employee benefit plans, will not result in a significant impact on PNC’s overall employee benefits program.

This delegation also includes the authority to take certain actions to implement, administer, interpret or construe, or make eligibility determinations under, the plans and arrangements, including the ability to appoint a plan manager, administrator or committee and to adopt policies and procedures with respect to the plan, except with respect to plans that are overseen by PNC’s administrative committee under its charter.

For grants of equity or equity-based awards, the Human Resources Committee has delegated to the CEO and the Chief Human Resources Officer (or the designee of either) the responsibility to make decisions with respect to equity grants for individuals who are not designated by the Committee as executives, including the determination of participants and grant sizes, allocation of the pool from which a grant would be made, establishment and documentation of the terms and conditions of such grants, approval of amendments to outstanding grants (subject to any limitations set forth in the applicable plan or the Committee’s delegation of authority) and exercise of any discretionary authority provided to PNC or the Committee pursuant to the terms of the outstanding grants and the applicable plan.

The Audit Committee and the Risk Committee (or in the case of equity-based grants, a qualified subcommittee of the Risk Committee) have the authority to award compensation under applicable plans to our General Auditor and our Chief Risk Officer, respectively.

Management’s role in compensation decisions. Our executive officers, including the CEO and the Chief Human Resources Officer, often review compensation information with the Human Resources Committee during Committee meetings and may present management’s views or recommendations. The Committee evaluates these recommendations, generally in consultation with an independent compensation consultant retained by the Committee who attends each meeting.

The chair of the Human Resources Committee typically meets with management and an independent compensation consultant before each meeting of the Committee to discuss agenda topics, areas of focus or outstanding issues. The chair of the Committee schedules other meetings with the Committee’s independent compensation consultant without management present as needed. Occasionally, management will schedule meetings with the chair of the Committee or other Committee members to discuss substantive issues. For more complicated issues, these one-on-one meetings provide a dedicated forum for Committee members to ask questions outside of the meeting environment.

During Human Resources Committee meetings, the CEO often reviews corporate and individual performance as part of the compensation discussions, and other members of executive management may be invited to speak to the Committee about specific elements of performance or risk management. Our Chief Risk Officer regularly presents to the Committee regarding risk management, including its impact on the Committee’s discussions and decisions regarding executive compensation. The Committee reviews compensation decisions for the Chief Human Resources Officer and the CEO in executive session, without either officer present for the discussion of their compensation. Any decisions on CEO compensation are also discussed with the full Board in executive session.


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Role of compensation consultants. The Human Resources Committee has the sole authority to retain and terminate any compensation consultant directly assisting it. The Committee also has the sole authority to approve fees and other engagement terms. The Committee receives comparative compensation data from management, from proxy statements and other public disclosures, and through surveys and reports prepared by compensation consultants.

The Human Resources Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant for 2022. In this capacity, Meridian reported directly to the Committee. In 2022, one or more representatives of Meridian attended all meetings of the Committee, and met regularly with the Committee without members of management present. Meridian also reviewed meeting agendas and materials prepared by management.

Meridian and members of management assisted the Human Resources Committee in its review of proposed compensation packages for our executive officers. For the 2022 performance year, Meridian prepared discussion materials for the compensation of the CEO, which were reviewed by the Committee in executive session. Meridian also prepared other benchmarking reviews and pay for performance analyses for the Committee. PNC paid no fees to Meridian in 2022 other than fees paid in connection with work performed by Meridian for the Committee.

The Human Resources Committee evaluated whether the work of Meridian raised any conflicts of interest. The Committee considered various factors, including the six factors mandated by SEC rules, and determined that no conflict of interest was raised by the work performed by Meridian for the Committee.

Management retains other compensation consultants for its own use. In 2022, management retained McLagan to provide certain market data in the financial services industry. Management also engages Willis Towers Watson, a global professional services firm, to provide various actuarial and management consulting services from time to time, including:

•

Preparing specific actuarial calculations on values under our retirement plans

•

Preparing surveys of competitive pay practices

•

Analyzing our director compensation packages and providing related reports to management and the Nominating and Governance Committee

•

Providing insurance brokerage and consulting services to mitigate certain property and casualty risks

•

Providing guidance on certain aspects of total rewards, talent management and other human resources initiatives

Reports prepared by Willis Towers Watson and McLagan that relate to executive compensation may also be shared with the Human Resources Committee.

Compensation committee interlocks and insider participation. During 2022, the members of the Human Resources Committee included Charles E. Bunch, Debra A. Cafaro, Andrew T. Feldstein, Richard J. Harshman, Robert A. Niblock, Michael J. Ward and Toni Townes-Whitley. None of these directors were officers or employees of PNC during 2022, nor are they former officers of PNC or any of our subsidiaries. During 2022, no executive officer of PNC served on the board of directors or compensation committee (or other board committee performing equivalent functions) of an entity that had an executive officer who served on the Board or the Human Resources Committee.

Certain members of the Human Resources Committee, their immediate family members or entities with which they are affiliated were our customers or had transactions with us (or our subsidiaries) during 2022. Transactions that involved loans or commitments by subsidiary banks were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features, and otherwise complied with regulatory restrictions applicable to such transactions.

For additional information, see Director and Executive Officer Relationships—Regulation O policies and procedures beginning on page 39.


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Risk Committee


Chair	Other members:
Martin Pfinsgraff	Marjorie Rodgers Cheshire	Daniel R. Hesse
	William S. Demchak	Linda R. Medler
	Andrew T. Feldstein

The Board performs its risk oversight function primarily through the Risk Committee, which includes both independent and management directors.

The Board most recently approved the charter of the Risk Committee on November 10, 2022, and it is available on our website at www.pnc.com/corporategovernance.

The Risk Committee’s purpose is to require and oversee the establishment and implementation of our enterprise-wide risk governance framework, including related policies, procedures, activities and processes to identify, assess, monitor and manage material risks at PNC (except for accounting and financial reporting risk exposures and related reputational risks, which are the responsibility of the Audit Committee).

The Risk Committee serves as the primary point of contact between the Board and the management-level committees dealing with risk management. The Committee receives regular reports on enterprise risk management and capital and liquidity management, as well as credit, market, operational, line of business, model, environmental and social (including climate-related), and reputational risks. At each quarterly meeting of the full Board, the chair of the Risk Committee presents a report of the items discussed and actions approved at previous meetings of the Committee.

The Risk Committee also appoints our Chief Risk Officer, who leads our risk management function. The Committee reviews the performance and approves the compensation of the Chief Risk Officer, except with respect to his equity-based grants, which are approved by a qualified subcommittee of the Risk Committee. The Committee reviews the succession plans for the Chief Risk Officer and the Chief Risk Officer’s direct reports with the CEO annually and with the Board from time to time.

The Risk Committee, along with the Human Resources Committee, reviews the risk components of our incentive compensation plans. For a discussion of the relationship between compensation and risk, see Compensation and Risk beginning on page 69.

Compliance Subcommittee. The Risk Committee may form subcommittees as appropriate from time to time. The Risk Committee has formed a Compliance Subcommittee to assist in fulfilling the Committee’s oversight responsibilities with respect to compliance risk, significant compliance-related initiatives and programs, and the maintenance of a strong compliance risk management culture. The Risk Committee most recently approved the charter of the Subcommittee on December 15, 2022.

The members of the Compliance Subcommittee are:


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Technology Committee


		Chair		Other members:
		Daniel R. Hesse		Linda R. Medler
				Bryan S. Salesky
				Toni Townes-Whitley

Previously a subcommittee of the Risk Committee, the Technology Committee is now a direct committee of the Board consisting entirely of independent directors. The Board most recently approved the charter of the Committee on November 10, 2022.

The Technology Committee is responsible for assisting the Board with its oversight of technology strategy and significant technology initiatives and programs, including those that can position the use of technology to drive strategic advantages, and fulfilling the oversight responsibilities for technology risk, information management and security risks (including cybersecurity, cyber fraud and physical security risks) and the adequacy of PNC’s business recovery, continuity and contingency plans and test results. The Committee serves as the primary point of contact between the Board and the members of management responsible for technology strategy and significant technology initiatives and programs, and between the Risk Committee of the Board and the members of management responsible for technology risk, information management and security risks (including cybersecurity, cyber fraud and physical security risks), and business recovery, continuity and contingency plans.

The Technology Committee oversees, reviews and monitors:

•

The programs established by our lines of business, shared services units and Independent Risk Management for identifying, measuring, monitoring, managing, reporting and testing (as appropriate) technology, cybersecurity, information security, physical security, and business continuity and resiliency risks, including through the receipt of reports from Internal Audit on these programs and the results of audits with respect to these matters

•

The definition and maintenance of the roles and responsibilities between the first line units and Independent Risk Management for ownership and accountability of technology, business continuity and information security risk matters

•

Our enterprise information security program and business continuity program through a review of, among other things and as appropriate, key risk indicators, risk assessments, emerging risk assessments and quarterly, annual or special reports

•

Our and our subsidiary bank’s technology planning and strategy, including adaptations for emerging technologies and the financial, tactical and strategic risks and benefits of proposed significant technology projects

•

Management’s progress in achieving the objectives described in the technology strategic plan and other related plans and transformational technology initiatives, which may include the review of management reports that describe actions that are necessary, advisable or appropriate to achieve such objectives

The Technology Committee receives reports on existing, emerging and future trends in technology that may affect our or our subsidiary bank’s strategic plans. The Committee may discuss various topics with our or our subsidiary bank’s employees or third parties as the Committee members believe to be necessary, advisable or appropriate to fulfill the Committee’s purpose. The Committee also serves to facilitate clear and transparent communication with appropriate regulatory agencies and to represent the Board in meetings with such agencies regarding topics within the scope of the Committee’s responsibilities as the Committee or such agencies may deem necessary, advisable or appropriate.

At each quarterly meeting of the full Board, the chair of the Technology Committee presents a report of the items discussed and actions approved at previous meetings of the Committee.


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Special Committee on Equity & Inclusion


		Chair		Other members:
		Marjorie Rodgers Cheshire		Joseph Alvarado
				Andrew T. Feldstein
				Richard J. Harshman
				Bryan S. Salesky
				Toni Townes-Whitley

The Special Committee on Equity & Inclusion consists entirely of independent directors. The Board most recently approved the charter of the Committee on November 10, 2022.

The Board established the Special Committee on Equity & Inclusion to assist with oversight of management’s equity and inclusion efforts, externally and internally. The Special Committee facilitates Board-level oversight of the management-identified pillars of PNC’s equity and inclusion efforts, and oversees management’s continued development and evaluation of the appropriate pillars of such efforts. The Special Committee also oversees the implementation of our publicly announced Community Benefits Plan to provide loans, investments and other financial support to bolster economic opportunity for low- and moderate-income individuals and communities, and people of color, and to help end systemic racism.

The Special Committee serves as the primary point of contact between the Board and the members of management responsible for our equity and inclusion efforts, and consults with the Human Resources Committee as appropriate. Through periodic reviews of reports from management, the Special Committee provides oversight of our diversity disclosures, and together with management monitors diversity disclosure trends and best practices.

The Special Committee on Equity & Inclusion oversees, reviews and monitors:

•

Our systemic processes related to equity and inclusion, including those for employees and suppliers

•

Our efforts related to low- and moderate-income communities, including community development banking and product offerings and financial support for such communities

•

Our advocacy efforts related to equity and inclusion, including our partnerships with leading organizations and lobbying for necessary structural changes to help provide greater access to the banking system and end systemic racism in the banking industry

•

Our progress regarding our commitments to equitable and inclusive practices for employees

At each quarterly meeting of the full Board, the chair of the Special Committee on Equity & Inclusion presents a report of the items discussed and actions approved at previous meetings of the Special Committee.


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Environmental, social and governance

The Board is committed to our ESG efforts and believes that effective management of ESG matters plays an important part in our ability to drive results for our stakeholders. Under the Board’s oversight, we made considerable progress in 2022 across the full spectrum of ESG matters, including the notable recent highlights below.

ESG highlights

In 2022, we continued to focus on our commitment to ESG matters:

Investing in our employees


				In October 2022, launched a partnership with Guild Education providing our employees with a curated catalog of tuition-free professional certificates, college prep courses and associate and bachelor’s degree programs.
				Achieved the Management Leadership for Tomorrow Black Equity at Work Certification, a critical resource that provides the clarity, guidance and support employers need to make tangible progress, centered on five pillars: representation, compensation, workplace culture, business practices, and contributions and investments.
				Provided enhanced leadership development training through the Managing at PNC Program, which supports new managers with critical training, concepts and resources as they transition into their role.
				Continued to invest in compensation levels across roles and perform pay analyses to help ensure that factors such as performance, time in job and geography are the drivers of pay differentiation rather than factors such as gender and ethnicity.

Supporting our communities


				Initiated and made significant progress delivering our four-year $88 billion Community Benefits Plan aimed at advancing economic opportunities for low- and moderate-income people and neighborhoods, as well as people and communities of color. In the plan’s first six months, we:
				– Provided roughly $13.3 billion in residential mortgage and home equity loans for more than 11,000 low- and moderate-income borrowers and minority borrowers;
				– Provided more than $2.7 billion in financing dedicated to supporting business development and minority entrepreneurs in low- and moderate-income neighborhoods coast-to-coast; and
				– Delivered more than $1.3 billion to support community development and revitalization initiatives in low- and moderate-income neighborhoods and majority-minority communities.
				Announced the expansion into Cleveland and Birmingham of PartnerUp^®, our program to help high school graduates find immediate career opportunities in high-growth industries.
				Continued to expand the scale and ambition of our Grow Up Great^® initiative, a $500 million bilingual program that provides funding for early education, and has supported more than 8 million children and provided $225 million in grants to nonprofits to advance high-quality early learning.
				Continued to make banking more accessible and promote economic empowerment through the growth of our Mobile Branch program, a fleet of mobile units that bring banking services directly to customers and have allowed us to deliver critical banking services in the wake of natural disasters and other emergencies. In 2022, we used our mobile units to provide support to those impacted by Hurricane Ian in Florida and widespread power outages in North Carolina.


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Focusing on sustainability


				In September 2022, established the Climate Policy Program Office to centralize, coordinate and optimize enterprise-wide efforts related to climate risk management.
				Through our continued efforts to monitor and reduce the environmental impact of our operations, we have reduced our direct and indirect carbon emissions by 66% and our energy usage by 50%, in each case compared to 2009 levels, and our water usage by 55% compared to 2012 levels.
				Formalized our Climate Action Strategy to set us on a pathway to finance the transition to a low-carbon economy, highlighting five main areas: (i) employee engagement; (ii) long-term collaboration with stakeholders, external partners and industry groups; (iii) support for our customers’ transition plans; (iv) executing on our own operational sustainability goals; and (v) portfolio alignment over time, emphasizing climate risk identification and management and financed emissions calculations as initial work sets.

Honors and accolades

We are honored to be recognized for our efforts and our commitment to ESG. We have received an “Outstanding” Community Reinvestment Act rating since the law was enacted in 1977, in addition to other honors and accolades. Below are some of our other recent awards.


				America’s Most JUST Companies (JUST 100)—JUST Capital (2023)
				Best Places to Work for LGBTQ+ Equality—Human Rights Campaign (2022)
				America’s Most Responsible Companies—Newsweek (2023)
				Best Veteran-Friendly Companies & Veteran-Friendly Supplier Diversity Programs — U.S. Veterans Magazine (2022)
				Best Places to Work—Disability Equality Index (2022)
				Gender-Equality Index—Bloomberg (2023)
				100 Most Sustainable Companies—Barron’s (2022)

Shareholder engagement

PNC highly values engagement with our shareholders and other stakeholders and we maintain an active dialogue with them throughout the year. During 2022, we engaged with shareholders representing over 45% ownership of our outstanding common stock. We regularly engage with shareholders on a wide variety of topics such as strategy, financial and operating performance, ESG matters and corporate governance, among others. These discussions included participation from our investor relations team as well as our CEO and CFO, line of business leaders, and technology, risk, ESG, corporate governance and human resources teams.

Management regularly reports to the independent directors regarding investor discussions and feedback on topics of interest, enabling the Board to consider and address those matters effectively. Shareholder feedback is taken into consideration and may be used to inform company practices and disclosures.


34		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

CORPORATE GOVERNANCE

Board meetings in 2022

The table below sets forth the membership of the Board’s committees and subcommittee (with the exception of the Executive Committee) as of December 31, 2022 and indicates the number of meetings held by each during 2022. The table also identifies the Chair of each committee and subcommittee, the Presiding Director, any management directors and each director who has been designated by the Board as an “audit committee financial expert” as defined under SEC regulations.

The Board held 10 meetings in 2022. Each director attended at least 75% of the aggregate number of meetings of the Board and all committees of the Board on which the director served, and the average attendance of all directors at Board and applicable committee meetings was approximately 98%. The Board has adopted a policy that strongly encourages each director to attend the annual meeting of shareholders. We remind each director of this policy prior to the date of the annual meeting. All of our directors then serving attended our 2022 annual meeting of shareholders.

Meetings

Held

(1)

(2)

(3)

(1)

Audit

Nominating and Governance

Human Resources

Risk

Special Committee on Equity & Inclusion

Technology

Compliance

Chair

(1)

Designated as an “audit committee financial expert” under SEC regulations

(2)

Management director

(3)

Presiding Director (lead independent director)


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		35

DIRECTOR AND EXECUTIVE OFFICER RELATIONSHIPS

This section discusses relationships between PNC (including its subsidiaries) and our directors, executive officers, their immediate family members, and certain of their affiliated entities. These relationships include transactions we considered in determining the independence of our directors.

In this section, we describe the NYSE independence standards for directors and our Board-adopted independence guidelines.

Director independence

The Board must affirmatively determine that a director has no “material relationship” with PNC for the director to qualify as independent under NYSE rules. A material relationship between a director and PNC can exist as a result of a relationship between PNC and an organization affiliated with the director.

Material relationships may include commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships. The ownership of a significant amount of PNC stock, by itself, will not prevent a finding of independence under NYSE rules.

NYSE rules describe specific relationships that will always impair independence. The absence of one of the enumerated relationships under this “bright-line” test does not mean that a director is deemed independent. The Board must consider all relevant facts and circumstances in determining whether a material relationship exists.

The NYSE bright-line independence tests. Each of the following relationships will automatically impair a director’s independence under the NYSE bright-line tests:

•

A director was employed by PNC within the last three years

•

A director’s immediate family member was an executive officer of PNC within the last three years

•

A director or immediate family member received more than $120,000 in direct compensation from PNC, except for certain permitted payments (such as director fees), during any 12-month period within the last three years

•

Certain employment relationships between a director or an immediate family member and PNC’s internal or external auditors

•

A director or immediate family member has within the last three years been an executive officer of a company during the same time that a PNC executive officer served on that company’s compensation committee

•

A director is an employee or an immediate family member is an executive officer of a company that has made payments to or received payments from PNC in excess of the applicable threshold in any of the last three fiscal years

For purposes of these bright-line tests, references to PNC include certain of PNC’s subsidiaries.

Additional information about the NYSE bright-line director independence tests, including commentary regarding the application of the tests, can be found on the NYSE website at www.nyse.com.

Our Board guidelines on independence. To help assess director independence, the Board adopted guidelines that describe four categories of relationships that will not be deemed to be material. If a relationship involving a director meets the criteria outlined in the guidelines, the Board may affirm the director’s independence without further analysis of that relationship, provided that the director otherwise meets the relevant independence tests. These guidelines are included in our corporate governance guidelines, which can be found in the “Governance Documents” section of our website at www.pnc.com/corporategovernance.

The four categories of relationships described in the director independence guidelines include:

•

Ordinary course business relationships, such as lending, deposit, banking or other financial service relationships, or other relationships involving the provision of products or services by or to PNC or its subsidiaries and involving a director, an immediate family member, or an affiliated entity of a director or immediate family member, where such relationships satisfy the criteria described in the guidelines

•

Contributions made by PNC, its subsidiaries or a PNC-sponsored foundation to a charitable organization of which a director or an immediate family member is an executive officer, director or trustee, subject to the conditions described in the guidelines

•

Relationships involving a director’s relative who is not an immediate family member

•

Relationships or transactions between PNC or its subsidiaries and a company or charitable organization where a director or an immediate family member serves solely as a non-management board member or trustee or where an immediate family member is employed in a non-officer position


36		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

DIRECTOR AND EXECUTIVE OFFICER RELATIONSHIPS

The director independence guidelines also allow investors to understand the considerations underlying the Board’s independence determinations.

In applying these guidelines, an “immediate family member” includes a person’s spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and anyone (other than domestic employees) who shares such person’s home.

If a director has a relationship that would not be considered material under our director independence guidelines but is one of the relationships described in the NYSE’s bright-line independence tests, the NYSE rules govern and the director will not qualify as independent.

The Board’s independence determinations. At a meeting held on February 16, 2023, the Board made an independence determination for each of our directors, including our director nominees. In making these determinations, the Board relied on the evaluation and recommendations made by the Nominating and Governance Committee. The Board considered relevant facts and circumstances, including an evaluation of the relationships described in this proxy statement.

In some cases, the relationships the Board evaluated included relationships a director has as a partner, member, shareholder, officer or employee of an organization that has a relationship with PNC. The relationships evaluated may have also included relationships where an immediate family member of a director is a partner, member, shareholder or officer of an organization that has a relationship with PNC.

The Board based its independence decisions on information known as of February 16, 2023. Each director has been asked to provide updates regarding any changes in circumstances that could impact the director’s status as an independent director. The Nominating and Governance Committee and the Board will consider information received throughout the year that may impact director independence.

Non-independent directors. The Board determined that Mr. Demchak is a non-independent director under the NYSE’s bright-line independence tests because he is an executive officer of PNC.

Independent directors. Based on its evaluation of the facts and circumstances of relevant relationships, the Board affirmatively determined that each director and director nominee other than Mr. Demchak qualifies as independent under NYSE rules.


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		37

DIRECTOR AND EXECUTIVE OFFICER RELATIONSHIPS

Transactions with directors

Customer relationships. We provide financial services to most of our directors, some of their immediate family members and certain of their respective affiliated entities. We offer these services in the ordinary course of our business and provide the services on substantially the same terms and conditions, including price, as we provide to other similarly situated customers. We also extend credit to some of our directors, their immediate family members and certain of their respective affiliated entities. Federal banking law (“Regulation O”) governs these extensions of credit. We discuss the impact of Regulation O and our process for managing these extensions of credit under Director and Executive Officer Relationships—Regulation O policies and procedures beginning on page 39.

Business relationships. We enter into other business relationships with certain entities affiliated with our directors or their immediate family members. These relationships are entered into in the ordinary course of business.

Certain charitable contributions. We make contributions to charitable organizations where our directors or their immediate family members serve as directors, trustees or executive officers. We also have a matching gift program whereby we will match a non-employee director’s personal gifts to qualifying charities up to a limit of $5,000 per year.

The table below reflects banking relationships between PNC and a director, an immediate family member of a director or their respective affiliated entities. Affiliated entities include companies of which a director is, or was during 2022, a partner, executive officer or employee, companies of which an immediate family member of a director is, or was during 2022, a partner or executive officer and companies in which a director and/or immediate family member holds a significant ownership or voting position. The table below also reflects relationships where PNC contributed during 2022 to a charitable organization of which a director or an immediate family member of a director was a trustee, director or executive officer. All of these transactions satisfy the Board’s director independence guidelines as transactions that do not impair independence.

LOGO

Personal or Family Relationships

Deposit, Wealth Management and Similar Banking Products⁽¹⁾

Credit Relationships⁽²⁾

Charitable Contributions⁽³⁾

Affiliated Entity Relationships

Deposit, Wealth Management and Similar Banking Products⁽¹⁾

Credit Relationships or Commercial Banking Products⁽⁴⁾

(1)

Includes deposit accounts, trust accounts, certificates of deposit, safe deposit boxes, workplace banking and wealth management products.

(2)

Includes extensions of credit, including mortgages, commercial loans, home equity loans, credit cards and similar products, as well as credit and credit-related products.

(3)

Does not include matching gifts provided to charities personally supported by the director because, under the Board’s director independence guidelines, matching gifts are not a “material relationship” and are not included in considering the value of contributions against our guidelines. Matching gifts are capped at $5,000 for non-employee directors and are included in the “All Other Compensation” column in the Director compensation in 2022 table.

(4)

Includes extensions of credit, including commercial loans, credit cards and similar products, as well as credit-related products and other commercial banking products, including treasury management, purchasing card programs, foreign exchange and global trading services.


38		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

DIRECTOR AND EXECUTIVE OFFICER RELATIONSHIPS

Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics contains several provisions that regulate related person transactions. The Code of Business Conduct and Ethics applies generally to all employees, including our executive officers, and directors.

Doing business with PNC. An employee or an immediate family member may want to engage in a business arrangement, such as the sale or lease of property or the provision of services, with PNC. For these transactions, we require prior approval from a supervisor and our Corporate Ethics Office. If a director desires to engage in a business arrangement with PNC, approval is required from our Corporate Ethics Office and the appropriate Board committee.

Financial services to employees. Our employees and their extended families are encouraged to use PNC for their personal financial services. These services must be provided on the same terms as are available to the general public, all employees in a market or business, or all similarly situated employees.

Transacting PNC business. We prohibit directors and employees from transacting business on behalf of PNC with a supplier or customer in which the director, employee or an extended family member has a significant personal or financial interest. We also prohibit directors and employees from transacting business on behalf of PNC with respect to their own accounts, extended family member accounts or accounts for anyone whose close relationship may reasonably be viewed as creating a conflict of interest. Our phrase “extended family member” is similar to the SEC’s definition of “immediate family member” in Item 404(a) of Regulation S-K. We have established procedures in certain of our businesses to permit employees to transact business with family members, subject to appropriate oversight and compliance with applicable laws and regulations, including Regulation O.

Employing relatives. We employ relatives of certain executive officers and directors, in some cases under circumstances that constitute related person transactions. For additional information, see Director and Executive Officer Relationships—Family relationships on page 40. We track the employment and compensation of relatives of our executive officers and directors, and we have policies that restrict special treatment in the hiring or compensation of a relative of an executive officer or director. Our employment of a director’s relative is also a factor in the determination of the director’s independence under NYSE rules and our own adopted guidelines regarding director independence. See Director and Executive Officer Relationships—Director independence beginning on page 36.

Waivers. Employees may generally request waivers or exceptions from certain provisions of the Code of Business Conduct and Ethics from our Corporate Ethics Office. In the case of directors and executive officers, any proposed waiver or exception must be approved by both our Corporate Ethics Office and the appropriate Board committee. In 2022, no directors or executive officers requested a waiver of any of the provisions described above.

Ethics Guidelines for Directors. The Audit Committee has adopted Ethics Guidelines for Directors that contain comprehensive guidance regarding the various PNC policies governing the conduct of our directors. The guidelines are designed to supplement and assist directors in understanding relevant policies, including our Code of Business Conduct and Ethics described above, our Regulation O policies and procedures and our Related Person Transactions Policy, each described in more detail below, our Director Pre-Clearance of Securities Policy and our Anti-Corruption Policy. The Ethics Guidelines for Directors were most recently approved on August 10, 2022.

Regulation O policies and procedures

We maintain additional policies and procedures to help ensure our compliance with Regulation O, which imposes various conditions on a bank’s extension of credit to directors and executive officers and their related interests. Any extensions of credit we make must comply with our Regulation O policies and procedures. Our Regulation O policies and procedures require:

•

Extensions of credit to covered individuals or entities be made on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with those who are not covered. For credit extensions under a benefit or compensatory program widely available to all employees, we may not give preference to any covered individual;

•

The covered extension of credit be made following credit underwriting procedures no less stringent than those prevailing at the time for comparable transactions with non-covered individuals or entities. The extension of credit may not involve more than the normal risk of repayment or present other unfavorable features; and

•

The amount of covered extensions of credit do not exceed individual and aggregate lending limits, depending on the identity of the borrower and the nature of the loan.

Our subsidiary bank, PNC Bank, National Association, has a Regulation O Credit Officer who reviews extensions of credit to Regulation O insiders to determine our compliance with these policies. If an extension of credit would result in an aggregate extension of credit of more than $500,000, or an extension of credit is proposed in connection with an insider whose aggregate extensions of credit already exceed $500,000, the bank’s Board of Directors must approve it in


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		39

DIRECTOR AND EXECUTIVE OFFICER RELATIONSHIPS

advance. In addition, a director can only meet our guidelines for independence with respect to extensions of credit if the credit complied with Regulation O at the time PNC extended it. The bank’s Board of Directors receives a report of all extensions of credit made to directors and executive officers and their related interests under Regulation O. All loans to our directors and executive officers and their related interests outstanding during 2022 complied with Regulation O.

Family relationships

No family relationships exist among any of our directors or executive officers. There are family relationships between certain of our directors and executive officers and some of the approximately 61,000 PNC employees. These employees, including those discussed below, participate in compensation and incentive plans or arrangements on the same basis as other similarly situated employees.

A brother-in-law of Gregory Jordan, one of our executive officers, is employed by PNC and had been for many years before Mr. Jordan joined PNC in 2013. He does not share a household with Mr. Jordan, is not an executive officer of PNC and does not report directly to an executive officer of PNC. His compensation paid in 2022 exceeded the $120,000 related person transaction threshold and as a result was reviewed by the Audit Committee.

Two sons of Michael Hannon, one of our executive officers, are employed by PNC. They do not share a household with Mr. Hannon, are not executive officers of PNC and do not report directly to an executive officer of PNC. The compensation paid to each in 2022 exceeded the $120,000 related person transaction threshold and as a result was reviewed by the Audit Committee.

Indemnification and advancement of costs

We indemnify directors, executive officers and in some cases employees and agents against certain liabilities. The covered person may have incurred a liability as a result of service on our behalf or at our request. We may also advance the costs of certain claims or proceedings on behalf of a covered person. If we advance costs, the covered person agrees to repay us if it is determined that the person was not entitled to indemnification. The insurance policies we maintain for our directors and executive officers also provide coverage against certain liabilities.

The indemnification provisions, the advancement of costs and our insurance coverage may provide benefits to our directors and executive officers. During 2022, we did not advance legal costs to any director or executive officer.


40		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

RELATED PERSON TRANSACTIONS

Related person transactions policy

A related person transaction is generally any transaction in which PNC or its subsidiaries is or will be a participant, the amount involved exceeds $120,000 and a director (or nominee), executive officer, family member or any beneficial owner of more than 5% of our common stock has or will have a direct or indirect material interest. Our policy for the review and approval of related person transactions was most recently approved on August 10, 2022.

This policy provides guidance on the framework for reviewing potential related person transactions and approving or ratifying related person transactions, and establishes our Presiding Director as the individual who decides how transactions should be evaluated.

In general, a potential related person transaction that involves a director would be reviewed by the Nominating and Governance Committee, as the transaction could also impact independence. A transaction that involves an executive officer or beneficial owner of more than 5% of our common stock would generally be reviewed by the Audit Committee. The full Board receives reports on approved, disapproved and ratified transactions. Under the policy, a related person transaction may be permitted only if the appropriate Board committee approves the transaction as not inconsistent with the interests of PNC and its shareholders and the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party.

Certain related person transactions

Based on information contained in a Schedule 13G filed with the SEC, BlackRock, Inc. (“BlackRock”), through certain of its subsidiaries, indicated that it beneficially owned more than 5% of our outstanding shares of common stock as of December 31, 2022 (see Security Ownership of Management and Certain Beneficial Owners—Security ownership of certain beneficial owners on page 95). BlackRock is the beneficial owner of our common stock as a result of being a parent company or control person of the subsidiaries disclosed in its Schedule 13G, each of which holds less than 5% of our outstanding shares of common stock.

During 2022, we paid BlackRock approximately $8.3 million for use of BlackRock’s enterprise investment system and related services, which include risk analytics, portfolio management, compliance and operational processing. We also paid BlackRock approximately $2.9 million for securities trading related services and approximately $0.1 million for investment advisory and administration services provided to certain of our subsidiaries and separate accounts assets for a fee based on assets under management. These transactions were entered into on an arm’s length basis and contain customary terms and conditions.

During 2022, we received approximately $6.2 million in fees from BlackRock for distribution and shareholder servicing activities. These transactions were entered into on an arm’s length basis and contain customary terms and conditions.

We may in the ordinary course of business engage in transactions with BlackRock mutual funds, including using the BlackRock funds as treasury management vehicles for our corporate clients, selling BlackRock investment products to our customers or placing our customer funds in BlackRock mutual funds, using BlackRock funds as an investment vehicle for the PNC 401(k) accounts, providing commercial loan servicing to BlackRock funds or providing shareholder services to our clients who are shareholders of BlackRock mutual funds.

We may also make loans to BlackRock or the BlackRock funds. These loans are made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to PNC, and do not involve more than the normal risk of collectability.

Based on information contained in a Schedule 13G filing with the SEC, The Vanguard Group (“Vanguard”) indicated it beneficially owned more than 5% of our outstanding shares of common stock as of December 31, 2022 (see Security Ownership of Management and Certain Beneficial Owners—Security ownership of certain beneficial owners on page 95). In the ordinary course of business during 2022, our Corporate & Institutional Banking business engaged in treasury management transactions and banking transactions with Vanguard. These transactions were entered into on an arm’s length basis and contained customary terms and conditions. PNC also participates in two syndicated credit facilities to Vanguard and Vanguard-managed funds. These credit transactions were on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable facilities with persons not related to PNC, and did not involve more than the normal risk of collectibility. In addition, our Asset Management Group and PNC Investments each include Vanguard funds in their respective investment platforms.


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		41

DIRECTOR COMPENSATION

The Nominating and Governance Committee of the Board reviews all elements of non-employee director compensation, which are described below, and makes an annual compensation recommendation to the Board. Mr. Demchak receives no additional compensation for serving as a PNC director. In addition to annual compensation, the Committee may approve special compensation to a director for extraordinary service. The primary objectives of the Committee’s annual review are to confirm continued alignment with business and shareholder interests, evaluate our director compensation program relative to our peers, and identify and respond to continued changes in director compensation in light of the competitive environment. The Committee conducted its annual compensation review for 2022 on April 27, 2022.

The following table describes the components of non-employee director compensation in 2022:



Annual Retainer

Each director	$	95,000

Additional retainer for Presiding Director	$	45,000

Additional retainer for Chairs of Audit, Human Resources, Nominating and Governance, Risk, Technology and Equity & Inclusion Committees	$	25,000

Additional retainer for Chair of Compliance Subcommittee	$	25,000

Meeting Fees (Committee and Subcommittee Meetings Only)

First six meetings	$	1,500

Each additional meeting	$	2,000

Equity-Based Grants

Value of 880 deferred stock units awarded as of April 27, 2022	$	149,978

Deferred compensation plans. Our non-management directors may choose to defer the compensation they receive for meeting fees and retainers under our Directors Deferred Compensation Plan. Under this plan, the directors may elect to defer compensation into an account that tracks the price of PNC common stock or an interest rate defined in the plan. The accounts that track the price of PNC common stock are credited with a number of units (including fractional shares) that could have been purchased with the equivalent of PNC common stock cash dividends. We do not pay above-market or preferential earnings on any director compensation that is deferred. The directors may choose the payout date and whether the payout, which is made in cash, will be in a lump sum or up to 10 annual installment payments.

Under the Outside Directors Deferred Stock Unit Program, a subprogram of the 2016 Incentive Award Plan, each non-employee director is eligible to receive an annual grant of deferred stock units that vest immediately upon grant and are paid out in shares of PNC common stock at retirement. The deferred stock units accrue dividends with reinvestment equal to the number of units that could have been purchased with the equivalent of PNC common stock cash dividends (rounded down to the nearest whole share).

Other director benefits. We generally limit the benefits we provide to our directors, but we regularly provide the following:

•

Charitable matching gifts. We will match a non-employee director’s personal gifts to qualifying charities up to a limit of $5,000 per year.

•

Insurance policies. We pay for various insurance policies that protect directors and their families from personal loss connected with Board service.

•

Expenses related to Board service. We pay for expenses connected with our directors’ Board service, including travel on corporate, private or commercial aircraft, lodging, meals and incidentals.

We may also provide other incidental benefits to our directors from time to time, including tickets to cultural, social, sporting or other events and small gifts for holidays, birthdays or special occasions. In limited circumstances, we may also provide travel for directors on corporate aircraft for personal purposes, such as when a family emergency arises or a seat is available on a previously scheduled flight. We determine the value of these benefits based on the incremental cost to PNC and we include the amount in the “All Other Compensation” column of the Director compensation in 2022 table below.

Director stock ownership requirement. The Board has adopted a common stock purchase guideline for our non-management directors. Under this guideline, each director must own shares of PNC common stock (including phantom stock units) with a value of at least five times the value of his or her annual base retainer. Until a director meets this ownership level, he or she must purchase or acquire common stock or stock units that equal at least 25% of the annual retainer for that year. A director may satisfy this requirement through open market purchases or by deferring compensation into stock units under the Directors Deferred Compensation Plan described above. As of December 31, 2022, the minimum ownership threshold for directors was valued at $475,000. All of our directors serving at that time other than Bryan S. Salesky, who was appointed in October 2021, and Renu Khator, who was appointed in May 2022, satisfied the ownership guideline.


42		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

DIRECTOR COMPENSATION

Director compensation in 2022

For fiscal year 2022, we provided the following compensation to our non-employee directors:


Director Name	Fees Earned^(a)		Stock Awards^(b)		All Other Compensation^(c)		Total

Joseph Alvarado	$	125,000	$	149,978	$	5,000		279,978

Charles E. Bunch*	$	55,000	$	—	$	5,000		60,000

Debra A. Cafaro	$	148,000	$	149,978	$	26,144		324,122

Marjorie Rodgers Cheshire	$	182,000	$	149,978	$	49,689		381,667

Andrew T. Feldstein	$	207,500	$	149,978	$	111,946		469,424

Richard J. Harshman	$	160,000	$	149,978	$	10,420		320,398

Daniel R. Hesse	$	145,500	$	149,978	$	28,804		324,282

Renu Khator**	$	71,728	$	—	$	907		72,635

Linda R. Medler	$	125,000	$	149,978	$	5,526		280,504

Robert A. Niblock***	$	114,000	$	149,978	$	5,994		269,972

Martin Pfinsgraff	$	157,500	$	149,978	$	—		307,478

Bryan S. Salesky	$	135,250	$	149,978	$	1,073		286,301

Toni Townes-Whitley	$	120,500	$	149,978	$	—		270,478

Michael J. Ward	$	111,500	$	149,978	$	50,130		311,608

*Mr. Bunch served as a director through April 27, 2022.

**Ms. Khator was appointed as a director on May 10, 2022.

***Mr. Niblock was appointed as a director on January 5, 2022.

(a)

This column includes the annual retainer, additional retainers for the Presiding Director and the chairs of committees and subcommittees, and committee and subcommittee meeting fees earned for 2022. The amounts in this column also include the fees voluntarily deferred by certain directors under our Directors Deferred Compensation Plan, a non-qualified defined contribution plan, as follows: Debra A. Cafaro ($148,000); Marjorie Rodgers Cheshire ($72,800); Andrew T. Feldstein ($207,500); Richard J. Harshman ($40,000); Daniel R. Hesse ($145,500); Renu Khator ($67,240); Robert A. Niblock ($55,289); Bryan S. Salesky ($55,750); and Michael J. Ward ($111,500).

(b)

The amounts in this column reflect the grant date fair value under Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”) of 880 deferred stock units awarded to each director under our Outside Directors Deferred Stock Unit Program as of April 27, 2022, the date of grant. The grant date fair value is calculated based on the NYSE closing price of our common stock on the date of grant of $170.43 per share.

As of December 31, 2022, the non-employee directors listed in the table below had outstanding stock units in the following amounts:


Director Name	Cash-Payable Stock Units		Stock-Payable Stock Units

Joseph Alvarado		—		4,428

Debra A. Cafaro		4,999		5,570

Marjorie Rodgers Cheshire		8,122		6,968

Andrew T. Feldstein		19,494		6,968

Richard J. Harshman		1,059		4,428

Daniel R. Hesse		4,419		6,968

Renu Khator		404		—

Linda R. Medler		982		5,570

Robert A. Niblock		321		896

Martin Pfinsgraff		—		5,570

Bryan S. Salesky		316		896

Toni Townes-Whitley		—		4,428

Michael J. Ward		8,272		6,968

None of our non-employee directors had any outstanding stock options or unvested stock awards as of December 31, 2022.

(c)

This column includes income under the Directors Deferred Compensation Plan and the Outside Directors Deferred Stock Unit Plan as follows: Debra A. Cafaro ($26,144); Marjorie Rodgers Cheshire ($44,689); Andrew T. Feldstein ($106,946); Richard J. Harshman ($5,420); Daniel R. Hesse ($23,804); Renu Khator ($907); Linda R. Medler ($5,526); Robert A. Niblock ($994); Bryan S. Salesky ($1,073); and Michael J. Ward ($45,130). This column also includes the dollar amount of matching gifts made by us in 2022 to charitable organizations. No non-employee director received any incidental benefits in 2022, and there were no incremental costs to PNC for personal use of our corporate aircraft by any non-employee director in 2022.


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		43

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) explains our executive compensation philosophy, describes our compensation programs and reviews our compensation decisions for the following named executive officers:

CD&A Table of Contents


Section	Page
2022 performance summary		45

Our compensation program		46
Compensation principles		46

Key program features		46

What we do (and don’t do)		47

Regulatory expectations		48

Total compensation targets		48

Evaluating performance		49

Incentive compensation program		49

Other compensation and benefits		52

Stakeholder engagement and impact of 2022 say-on-pay vote		52

2022 compensation decisions		53
2022 targets		53

2022 performance		53

2022 compensation decisions		55

Leadership Continuity Awards		60

Prior long-term incentive awards		61

Compensation policies and practices		62
Compensation and risk		62

Independent compensation consultant		62

Peer group		63

Executive stock ownership and retention requirements		63

Clawback and forfeiture		64

Approval of severance agreements		65

Limiting perquisites		65

Guidelines on the use of discretion		65

Restrictions on trading, hedging and pledging		66

Consideration of tax deductibility		66

Glossary of performance metrics		67

Named Executive Officers (“NEOs”)


		William S. Demchak Chair, President and Chief Executive Officer

		Robert Q. Reilly Executive Vice President and Chief Financial Officer

		Michael P. Lyons Executive Vice President and Head of Corporate & Institutional Banking

		E William Parsley, III Executive Vice President and Chief Operating Officer

		Karen L. Larrimer Former Executive Vice President and Head of Retail Banking and Chief Customer Officer

		Gregory B. Jordan Executive Vice President, General Counsel & Chief Administrative Officer


44		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

2022 performance summary

By focusing on serving our customers and communities, PNC delivered strong results in 2022. Capitalizing on opportunities across our coast-to-coast franchise, we grew loans and generated record revenue during a rapidly rising interest rate environment. At the same time, we controlled expenses and delivered substantial positive operating leverage (growing revenue faster than expenses). Our credit quality metrics remained strong, and our solid capital position allowed us to return $6 billion of capital to shareholders throughout the year.

These were our performance highlights from 2022:


Delivering value to our shareholders, while maintaining strong capital and liquidity

		Reported strong financial results, with full-year net income of $6.1 billion, or $13.85 diluted earnings per share (“EPS”), return on average assets of 1.11% and return on average common equity of 13.52%.

		Generated record full-year revenue of $21.1 billion, increasing $1.9 billion, or 10%, compared to 2021, driven by higher net interest income which reflected the impact of rising interest rates.

		Managed expenses while continuing to invest in our businesses, technology and employees. Expenses of $13.2 billion increased 1%, or $168 million, compared to 2021 and we exceeded our $300 million continuous improvement goal for the year.

		Achieved substantial positive operating leverage of 9%.

		Maintained a strong balance sheet. Total loans increased $37.7 billion, or 13%, reflecting strong production across businesses. Total deposits decreased $21.0 billion, or 5%, largely due to the impact of inflationary pressures and competitive pricing dynamics.

		Capital and liquidity positions remained solid throughout the year, with a Basel III common equity Tier 1 capital ratio of 9.1% as of year-end 2022.

		Returned $6.0 billion of capital to shareholders through $3.6 billion of common share repurchases, and dividends on common shares of $2.4 billion.

		Delivered strong three-year and five-year total shareholder returns, ranking 4th in our peer group.

Supporting our customers, communities and employees

		Met all six of our organizational workforce diversity objectives in 2022.

		Initiated and made significant progress delivering on our four-year, $88 billion Community Benefits Plan aimed at advancing economic opportunities for low- and moderate-income individuals and communities, and people of color.

Executing against our three strategic priorities

Expanding our leading banking franchise to new markets and digital platforms

		Began 2022 with BBVA USA fully integrated. Our progress within the BBVA-influenced markets continues to exceed our expectations in terms of growing client relationships and opportunities for revenue synergies throughout the company.

		Added more than 41,000 ATMs across the country through a partnership with Allpoint^®, which PNC customers can use surcharge-free.

Deepening our customer relationships by delivering a superior banking experience and financial solutions

		Eliminated non-sufficient fund (NSF) fees for all consumer deposit account customers.

		Acquired Linga, enhancing our payment capabilities to better serve restaurant and retail clients.

		Entered a new partnership to offer specialized property and casualty insurance designed specifically for high net worth and ultra-high net worth individuals.


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		45

COMPENSATION DISCUSSION AND ANALYSIS


Leveraging technology to create efficiencies that help us better serve customers

		Launched PNC EarnedIt, an innovative, on-demand pay solution that enables PNC’s clients to provide their employees with access to earned pay prior to payday.

		Introduced a digitally optimized, end-to-end mortgage application process.

		Made significant progress toward a real-time core deposit system.

On pages 53 to 62, we discuss in more detail how our 2022 performance affected our compensation decisions.

Our compensation program

This section discusses how we view executive compensation and why we make the decisions that we do. The Human Resources Committee of the Board (referred to in this CD&A as the “Committee”) uses the following principles to help guide its executive compensation decisions:

Compensation principles


		Pay for performance		Provide appropriate compensation for demonstrated performance across the enterprise

		Create value		Align executive compensation with long-term shareholder value creation

		Manage talent		Provide competitive compensation opportunities to attract, retain and motivate high-quality executives

		Discourage excessive risk-taking		Encourage focus on the long-term success of PNC and discourage excessive risk-taking

The Committee believes that the successful application of these principles requires a thoughtful program design, which includes a balanced evaluation of performance. The Committee believes that discretion, flexibility and judgment are critical to its ability to award incentive compensation that reflects near-term performance results and progress toward longer-term strategic priorities that allow PNC to create value for our shareholders. See Evaluating performance on page 49 for more information on how the Committee evaluates performance.

Key program features

The Committee reviews and approves the compensation to be paid to our NEOs. We seek clarity and transparency in our compensation structure, using features that we believe will help to create a balanced program. While we consider the expectations of various stakeholders, we want our compensation program to achieve multiple objectives, consistent with our compensation principles. The Committee also regularly reviews the operation of our compensation program to help ensure that our objectives continue to be met.

Taken as a whole, our executive compensation program includes several complementary features:



		We provide incentives for performance over different time horizons (short- and long-term).

		We embed performance goals into a significant portion of our long-term incentives and include a risk-based performance review that could reduce or eliminate the awards.

		We reward achievement against both quantitative and qualitative goals, while allowing for discretion.

		We connect pay to company performance, relative to both our internal objectives and controls and the performance of a carefully selected peer group.

		We consider market data and trends when making pay decisions.

		We place a substantial majority of compensation at risk.

		We pay some incentive compensation in cash today, while deferring most of our incentives for several years through potential equity-based payouts.


46		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

What we do (and don’t do)

The following table illustrates some important features of our executive compensation program — not only what we do, but what we don’t do:


WHAT WE DO		WHAT WE DON’T DO

	We pay for performance. We link most of our executive pay to performance, including financial and operating performance measures, qualitative measures and risk-based metrics.	û	We do not allow tax gross-ups. We do not provide excise tax gross-ups in any change of control agreement. We do not offer tax gross-ups on the perquisites that we offer.

	We discourage excessive risk-taking. Our program discourages executives from taking inappropriate, excessive risks in several ways — including by relying on multiple performance metrics, deferring payouts over a long period, establishing clawback and forfeiture provisions, and requiring meaningful stock ownership.	û	We will not enter into substantial severance arrangements without shareholder approval. If a severance arrangement would pay more than 2.99 times base and bonus (in the year of termination), it requires shareholder approval.

	We require executives to hold PNC stock. Our executives must hold a substantial amount of stock, and this amount continues to increase as their equity awards vest.	û	We do not grant equity that accelerates upon a change in control (no “single trigger”). We require a “double trigger” for equity to vest upon a change in control — not only must the change in control occur, but the executive must be terminated.

	We have a clawback and forfeiture policy. Our policy requires us to claw back prior incentive compensation that we awarded based on materially inaccurate performance metrics. Our policy gives us broad discretion to cancel unvested equity awards due to risk-related issues or detrimental conduct.	û	We do not reprice stock options. Although we currently do not grant stock options, we cannot reprice stock options that are out-of-the-money, unless our shareholders allow us.

	We limit perquisites. We provide limited perquisites. Our NEOs may receive financial planning and tax preparation services and limited personal use of the corporate aircraft. Two NEOs remain eligible to receive executive physicals under a legacy program that we no longer offer.	û	We do not enter into employment agreements. We do not enter into individual employment agreements with our executive officers; they serve at the will of the Board.

	We retain an independent compensation consultant. The Committee retains an independent compensation consultant that provides no other services to PNC.

	We prohibit hedging, pledging and short sales of PNC securities. We do not allow any employee or director to hedge or short-sell PNC securities. We do not allow any executive officer or director to pledge PNC securities.


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		47

COMPENSATION DISCUSSION AND ANALYSIS

Regulatory expectations

As a large diversified financial services company, we must comply with various regulatory requirements. The Board of Governors of the Federal Reserve (the “Federal Reserve”) regulates PNC as a bank holding company and has provided guidance and set expectations with respect to our compensation program. The Office of the Comptroller of the Currency (the “OCC”) regulates our primary banking subsidiary, and also sets expectations for our compensation program. The Federal Reserve, the OCC and other financial industry regulatory entities, including the SEC, may provide guidance periodically on compensation matters.

Total compensation targets

Each NEO has a total compensation target for the year that consists of a base salary and an incentive compensation target (composed of annual cash and long-term equity-based awards). We generally set these targets in the first quarter of the year or when an executive joins PNC or assumes new responsibilities.

Total compensation targets include the following components:

LOGO

When constructing an appropriate total compensation target for an NEO, the Committee uses a framework that is consistent with our compensation principles:



		We set targets using several factors, including market data. The Committee reviews available market data but does not use a formula to set an executive’s target compensation. The Committee evaluates many factors, including the appropriateness of the job match and market data, the responsibilities of the position and the executive’s demonstrated performance, skills and experience.

		At least 50% of compensation is equity-based and not payable for several years. The Committee believes that a significant portion of compensation should be at risk, tied to PNC stock performance and not payable, if at all, for several years. Accordingly, at the beginning of the performance year, the Committee establishes a specific minimum percentage of each executive’s total compensation that will be delivered through long-term equity-based awards. For 2022, the Committee designated that all current NEOs would receive at least 50% of their total compensation through long-term equity-based awards. The specific mix of cash and equity for each NEO is discussed in more detail on page 56.

		We split the equity-based incentive between two forms of awards. Each NEO who receives a long-term equity-based incentive award generally receives the award in two primary forms, a Performance Share Unit (“PSU”) representing 60% of the value of the long-term award, and a Restricted Share Unit (“RSU”) representing 40% of the value. Payouts under these awards are deferred over multiple years. For information on the terms of these awards, see pages 49 to 52.


48		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Evaluating performance

The Committee believes the total compensation targets collectively provide an appropriate balance between fixed and variable amounts, measuring short-term and long-term performance, immediate and deferred payouts, and cash and equity-based awards. For information on how the Committee’s incentive compensation decisions compared to the targets for the 2022 performance year, see page 56.

The Committee believes that an effective executive compensation program requires a comprehensive evaluation of performance across multiple categories. This evaluation generally includes a review of financial performance, how we executed against our strategic objectives and how we manage risk, customer experience and leadership.

The Committee has not adopted a formula-driven compensation program, believing that formulas may reward short-term results or behaviors that do not serve the long-term interests of our shareholders. Metrics that rely solely on formulas may also be inappropriately skewed by results outside of management’s control. Finally, formulas may undervalue important strategic objectives that do not translate to easily or immediately quantifiable metrics. As a result, the Committee evaluates a variety of quantitative and qualitative metrics to attain a comprehensive understanding of PNC’s overall performance.

To the extent possible, the performance metrics reviewed by the Committee align the objectives of our management, shareholders and federal banking regulators. In some cases, these stakeholders have different objectives that cannot be easily reconciled — for example, shareholders seeking higher returns may be willing to tolerate more risk than a federal banking regulator would accept. That is another reason we rely on multiple metrics, representing performance against a range of goals, and include the ability to make significant adjustments for risk management performance.

The CEO reviews PNC’s quarterly and annual performance with the Committee. During these quarterly reviews, the Committee receives a report on the following metrics, with comparisons to the prior year’s results, the current year’s budget or peer performance results, as appropriate:


Category of Metric		Metrics Evaluated

Financial Performance (measured against prior year, current year budget and peer group)		Net interest income
		Noninterest income*
		EPS growth*
		Return on assets*
		Return on equity*
		Risk-adjusted efficiency ratio

Capital, Risk and Expense Management (measured against prior year and to the extent available, peer group)		Tangible book value
		CET1 ratio
		Loans to deposits ratio
		Net charge-offs to average loans
		Allowance for loan and leases losses to total loans
		Noninterest expense

Business Growth (measured against prior year, current year budget and to the extent available, peer group)		Average loan balances
		Allowance for loan and lease losses
		Average interest-bearing deposits
		Average noninterest-bearing deposits
		Assets under administration
		Mortgage origination value

Total Shareholder Return (“TSR”) (measured against peer group and the S&P banking index)		One-year Three-year
		Five-year

*	As adjusted

We also adjust some of these metrics for certain events as described in more detail beginning on page 53. In addition to these metrics, the Committee measures our progress against strategic objectives and assesses our risk management performance. The Committee also reviews detailed breakdowns of diversity representations and talent trends throughout each level of our workforce. In determining the amount of incentive awards against the incentive compensation targets, the Committee may consider these performance metrics without assigning a specific weight or formula to any on metric.

Incentive compensation program

The incentive compensation target includes two components: an annual incentive award payable in cash and a long-term incentive award that is equity-based and granted in two different forms (PSUs and RSUs). After the performance year ends, the Committee evaluates PNC’s aggregate performance for the year, as well as the individual performance of each NEO, and determines an incentive compensation amount to be awarded to each executive, expressed as a percentage of the incentive compensation target set at the beginning of the performance year.


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		49

COMPENSATION DISCUSSION AND ANALYSIS

Once the Committee determines the final incentive compensation amount, it is divided between the annual cash incentive and the long-term equity-based incentive. The long-term incentive award makes up at least 50% of the value of the total compensation awarded to the NEO. Ms. Larrimer retired in 2022 and did not receive a long-term incentive award for the 2022 performance year.

Although not a part of our annual incentive compensation program, as previously disclosed, the Committee also granted Leadership Continuity Awards in the form of performance-based restricted share units (“PRSUs”) to three NEOs (Mr. Reilly, Mr. Lyons and Mr. Parsley) during the second quarter of 2022. The Committee did not grant a Leadership Continuity Award to Mr. Demchak, our CEO, or to Ms. Larrimer or Mr. Jordan. The Leadership Continuity Awards are described on page 60.

The Committee’s evaluation of 2022 performance and the related compensation decisions made by the Committee for each NEO are described on pages 53 to 62.

Long-term incentive award (equity-based). The long-term incentive is equity-based and granted through two separate awards — PSUs and RSUs. The Committee made these grants to NEOs in the first quarter of 2023 (for 2022 performance) and in the first quarter of 2022 (for 2021 performance). Ms. Larrimer retired in 2022 and did not receive a long-term incentive award for the 2022 performance year. These awards, and all other equity-based awards, are made under PNC’s shareholder-approved 2016 Incentive Award Plan.

The table below summarizes the material terms and conditions of the awards granted in 2023 for 2022 performance (these terms and conditions are the same as the terms and conditions of the awards granted in 2022 for 2021 performance):


Name of Award	% of Long- Term Incentive Value	Vesting Schedule	Metrics	Payout Range (% of Target)	Stock or Cash Payout

PSU	60%	After three-year performance period ends	PNC’s return on equity (ROE) compared to performance targets EPS growth rank against our peer group	0–150%	Stock

RSU	40%	Annual installments over three years	Time-based	0–100%	Stock

PSUs. With respect to 2022 performance, in the first quarter of 2023 the Committee granted to certain of our senior executives, including all NEOs (except for Ms. Larrimer), PSUs that represent an opportunity to receive shares of PNC common stock. The payout is based on how PNC performs against two corporate performance metrics over a three-year performance period. Performance against these two metrics generates a percentage (the corporate performance factor). The award may be decreased if PNC fails to satisfy a risk performance metric or based on a discretionary risk performance review conducted by the Committee. After applying any risk-related performance adjustment (and if PNC satisfies the risk performance metric), the resulting percentage is applied to the number of target PSUs to determine the final number of units available for settlement. The PSUs have a maximum payout opportunity of 150% of target. Payout of any award under the PSUs also requires the satisfaction of service requirements and other award conditions.

The Committee may also increase or decrease the size of the final payout to maintain the intended economics of the award if circumstances change. These circumstances include external events affecting PNC or members of its peer group or its financial statements that are outside of PNC’s control and not reasonably anticipated.

The two corporate performance metrics include an absolute metric (an internal PNC measurement against a target) and a relative metric (PNC performance against our peer group). The absolute metric is PNC’s three-year average return on equity (“ROE”), as adjusted, compared to three-year ROE performance targets established in advance by the Committee. The relative metric is PNC’s three-year average EPS growth, as adjusted, compared to the three-year average EPS growth of our peer group.

The ROE metric, as adjusted, will be calculated annually for each year of the performance period. At the end of the three-year performance period, average ROE for the performance period will be determined as the average of PNC’s annual ROE for each year. In establishing the ROE performance targets, the Committee considers multiple factors, including our historical performance, budget and future growth expectations, peer group results, cost of capital and analyst expectations.

The EPS growth metric, as adjusted, will be calculated for each year of the performance period. At the end of the three-year performance period, the annual EPS growth percentages will be averaged. PNC’s three-year average EPS growth will be compared to the three-year average of each member of our peer group to determine our percentile rank.


50		THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Once PNC’s percentile rank relating to average EPS growth, as adjusted, and PNC’s average ROE, as adjusted, are determined for purposes of the grants, the corporate performance factor, ranging from 0–150%, will be calculated using the grid below and applying bilinear interpolation.

The chart below shows the corporate performance metrics for the 2023 PSU grants (the corporate performance metrics for the 2022 grants were disclosed in last year’s proxy statement). For the 2023 PSU grants, the Committee maintained the three-year average ROE performance range of 8%-13%, but increased each of the levels within that range by 75 basis points from last year. The Committee approved this grid based on the overall economic environment and PNC’s risk appetite, as well as an analysis of PNC’s cost of capital and a multi-year pro forma analysis of ROE.



2023 PSU Award (2023-2025 Performance Period)		Three-year average EPS growth, as adjusted (relative)
2023 PSU Award (2023-2025 Performance Period)		PNC percentile rank (25^th percentile or below)	PNC percentile rank (50^th percentile)	PNC percentile rank (75^th percentile or above)

Three-year average ROE, as adjusted (absolute)	13.00%	100.0%	125.0%	150.0%
	12.25%	87.5%	112.5%	137.5%
	11.25%	75.0%	100.0%	125.0%
	10.25%	62.5%	87.5%	100.0%
	8.00%	50.0%	75.0%	87.5%
	Below	0.0%	25.0%	50.0%

When calculating our adjusted average ROE and EPS growth for this award, consistent with our prior awards, we will reverse the after-tax impact of our provision for credit losses — that is, we will add back the provision amount to our reported net income. We will then subtract total net charge-offs from the net income amount and adjust net income for the change in taxes. Net charge-offs represent the amount of a loan (or portion of a loan) that we remove from our balance sheet because we deem it to be uncollectible, less any recoveries. We expect this adjusted ROE and EPS growth to present a more accurate measurement of how efficiently we create profit, as it replaces our estimated credit losses (provision) with the actual losses we incur (net charge-offs). Adjustments will also be made on an after-tax basis for the impact to PNC and the companies in our peer group, as appropriate, of items resulting from changes in federal tax law, discontinued operations (as such term is used under GAAP), and any acquisition costs and merger integration costs.

RSUs. With respect to 2022 performance, in early 2023 the Committee also granted to certain of our senior executives, including all NEOs (except for Ms. Larrimer), RSUs that represent an opportunity to receive shares of PNC common stock. The RSUs vest pro rata over three years, with each of the three annual installments (tranches) vesting on the anniversary of the grant date (or if later, the date the Committee determines that all risk conditions have been satisfied). Vesting also requires the satisfaction of service requirements and other award conditions.

Additional provisions for PSUs and RSUs. The provisions described in this section apply to both of our long-term incentive awards — the PSUs and the RSUs.

Risk-based performance reviews. All long-term incentive awards are subject to risk-based performance reviews. The primary risk-based metric measured as part of this review is the Basel III common equity Tier 1 capital ratio (the “CET1 Ratio”). PNC must maintain a minimum capital ratio of 4.5%, plus an additional capital stress buffer. At the end of the performance year, the minimum required CET1 Ratio was 7.4%.

For PSUs, for each year during the three-year performance period that PNC fails to meet the CET1 Ratio, one-third of the target number of PSUs granted will be eligible for forfeiture. After the three-year performance period ends, the Committee will conduct a final performance review and may reduce the number of target shares available for payout if PNC did not meet the CET1 Ratio for one or more years during the performance period.

For RSUs, each RSU tranche is subject to the same risk-related performance metric that will be applied to the PSUs, with all or a portion of that tranche being eligible for forfeiture. After the year ends, the Committee will conduct a risk-based performance review and may decrease the number of shares available for payout under the applicable RSU tranche if PNC did not meet the CET1 Ratio as of the end of the most recent year before the vesting date of that tranche.

In addition, and independent from the evaluation of the CET1 Ratio, the Committee may conduct another risk performance review for the PSUs and the RSUs. This discretionary review would generally occur in connection with a risk-related action of potentially material consequence to PNC. If the Committee exercises its discretion to conduct a risk performance review, the Committee will review and determine if a reduction to the corporate performance factor for risk performance is appropriate for the PSUs or if a reduction for risk performance is appropriate for the applicable RSU tranche.


THE PNC FINANCIAL SERVICES GROUP, INC. - 2023 Proxy Statement		51

COMPENSATION DISCUSSION AND ANALYSIS

2022 compensation decisions

2022 targets

At a meeting held in February 2022, the Committee set the following total compensation targets for our NEOs:


	William S. Demchak		Robert Q. Reilly		Michael P. Lyons		E William Parsley, III		Karen L. Larrimer		Gregory B. Jordan

Base salary (annualized)	$	1,200,000	$	700,000	$	700,000	$	700,000	$	700,000	$	600,000

Incentive compensation target	$	15,800,000	$	4,800,000	$	8,300,000	$	7,800,000	$	4,100,000	$	3,100,000
Annual cash incentive portion	$	3,900,000	$	2,050,000	$	2,900,000	$	2,700,000	$	1,700,000	$	1,250,000
Long-term incentive portion	$	11,900,000	$	2,750,000	$	5,400,000	$	5,100,000	$	2,400,000	$	1,850,000

Total compensation target	$	17,000,000	$	5,500,000	$	9,000,000	$	8,500,000	$	4,800,000	$	3,700,000

For the 2022 performance year, the total compensation targets for our NEOs are generally aligned with the market, as adjusted for PNC’s total assets (and using an average of recent total compensation if a peer does not disclose targets). When establishing the total compensation targets for 2022, the Committee reviewed available market data with Meridian, its independent compensation consultant, and members of management. Following consultation with Meridian and members of management, the Committee increased 2022 total compensation targets for the following NEOs: Mr. Demchak (from $14,200,000 to $17,000,000); Mr. Reilly (from $4,800,000 to $5,500,000); Mr. Lyons (from $8,000,000 to $9,000,000); and Mr. Parsley (from $8,000,000 to $8,500,000). The Committee increased the total compensation targets for these NEOs based on their performance and demonstrated ability to execute against our strategic objectives, the desire for executive leadership stability and retention in a dynamic market for external talent, and market data for similarly situated positions.

2022 performance

At meetings held during the first quarter of 2023, the Committee reviewed PNC’s 2022 performance with the CEO, the Chief Risk Officer and other members of management. In evaluating performance and determining incentive compensation awards for our NEOs, the Committee may consider several metrics, without assigning a particular weight to any one metric.

To evaluate our 2022 performance, the Committee reviewed our performance against the range of metrics described on page 49, including the selected performance metrics identified in the table below. As noted above, the Committee reviews our results on the six financial performance metrics in the table below relative to both budget and the prior year’s results, along with other key metrics that are generally evaluated relative to the prior year’s results.


Financial performance metrics	2022 results⁽¹⁾		2022 budget⁽¹⁾		2021 results⁽¹⁾		2022 results vs. 2022 budget		2022 results vs. 2021 results

Net interest income (in millions)		$13,014		$12,300		$10,647		+5.8%		+22.2%

Noninterest income (in millions)*		$8,133		$8,695		$8,629		-6.5%		-5.7%

Diluted EPS*		$13.80		$11.34		$11.52		+21.7%		+19.8%

ROE*		12.59 %		9.32 %		9.59 %		+35.1%		+31.3%

ROA*		1.11 %		0.91 %		1.00 %		+22.0%		+11.0%

Risk-adjusted efficiency ratio*



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COMPENSATION TABLES			71

Summary compensation table			71
Grants of plan-based awards in fiscal 2022			73
Outstanding equity awards at 2022 fiscal year-end			74
Option exercises and stock vested in fiscal 2022			77
Pension benefits at 2022 fiscal year-end			78
Non-qualified deferred compensation in fiscal 2022			80

CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT			83

Benefits upon termination of employment			83
Change of control agreements			83
Equity-based grants			84
Existing plans and arrangements			85
Estimated benefits upon termination			85

CEO PAY RATIO			88

PAY VERSUS PERFORMANCE			89

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			94

Security ownership of directors and executive officers			94
Security ownership of certain beneficial owners			95

RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 2)			96

Audit, audit-related and permitted non-audit fees			96
Procedures for pre-approving audit services, audit-related services and permitted non-audit services			97

REPORT OF THE AUDIT COMMITTEE			98

“SAY-ON-PAY”: ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 3)			99

What is the purpose of this item?			99
What does it mean to have a “say-on-pay” advisory vote?			99
Where can I find more information on executive compensation?			99
What are some of the performance and compensation program highlights for 2022?			99

FREQUENCY OF “SAY-ON-PAY” VOTE (ITEM 4)			100

GENERAL INFORMATION			101

Participating in the annual meeting			101
Reviewing proxy materials			101
Voting your shares			102
How a proposal gets approved			103

SHAREHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING			105

OTHER MATTERS			106

ANNEX A (NON-GAAP TO GAAP RECONCILIATIONS)			A-1

ANNEX B (REGULATIONS FOR CONDUCT AT ANNUAL MEETING)			B-1


☑ Filed by the Registrant		☐ Filed by a Party other than the Registrant


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS			8

ELECTION OF DIRECTORS (ITEM 1)			9

CORPORATE GOVERNANCE			18

Recent corporate governance developments			18
Corporate governance guidelines			18
Our Board leadership structure			19
Board’s role in risk oversight			20
Communicating with the Board			21
Our Code of Business Conduct and Ethics			21
Orientation and education			22
Board committees			22
Environmental, social and governance			33
Shareholder engagement			34
Board meetings in 2022			35

DIRECTOR AND EXECUTIVE OFFICER RELATIONSHIPS			36

Director independence			36
Transactions with directors			38
Code of Business Conduct and Ethics			39
Regulation O policies and procedures			39
Family relationships			40
Indemnification and advancement of costs			40

RELATED PERSON TRANSACTIONS			41

Related person transactions policy			41
Certain related person transactions			41

DIRECTOR COMPENSATION			42

Director compensation in 2022			43

COMPENSATION DISCUSSION AND ANALYSIS			44

2022 performance summary			45
Our compensation program			46
Stakeholder engagement and impact of 2022 say-on-pay vote			52
2022 compensation decisions			53
Compensation policies and practices			62
Glossary of performance metrics			67

COMPENSATION COMMITTEE REPORT			68

COMPENSATION AND RISK			69

Risk management at PNC			69
Risk review of compensation plans			70



		The annual advisory vote on executive compensation (“say-on-pay”) that we provide to shareholders received another year of strong support in 2022, with approximately 96% of our shareholders voting in favor. We have averaged approximately 95% support from our shareholders over the 14 years that we have provided a say-on-pay vote.

		We regularly engage with our investors to facilitate open, clear and transparent communications with shareholders. We discussed executive compensation with some of our investors in 2022, but no material issues or concerns were raised.

		The Committee considered the results of the say-on-pay vote and any relevant feedback received from shareholders, among the other factors discussed in this CD&A, when determining compensation for 2022 performance. The Committee did not make any changes to the executive compensation program based on the say-on-pay vote or specific discussions with shareholders.