Letter from the Chairman and

Chief Executive Officer to

Our Shareholders

March 12, 2025

Sincerely,

Letter from the
Presiding Director to
Our Shareholders

March 12, 2025

Sincerely,

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 2025

Advisory vote to approve named executive officer compensation

March 12, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS:

Laura Gleason

Corporate Secretary

This Notice of Annual Meeting and Proxy
Statement and the 2024 Annual Report are
available at www.proxyvote.com

If voting by internet or telephone, your vote

must be received by 11:59 p.m. ET on

Tuesday, April 22, 2025.*

11:00 a.m. Eastern Time

www.virtualshareholdermeeting.com/PNC2025

*Participants in the PNC Stock Fund of PNC’s 401(k) plan must vote by 11:59 p.m. ET on April 18, 2025.

For more

information

Board

recommendations

FOR

each nominee

Vote online:

www.proxyvote.com

Vote by phone:

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.

2024 Highlights

◾  Generated record revenue, supported by 6% increase in noninterest income

◾  Expenses well-controlled. Continued investments in businesses, technology and employees; generated positive operating leverage

◾  Maintained strong credit quality; commercial real estate portfolio adequately reserved

◾  Increased capital position, remaining well above regulatory minimums

◾  Grew customers and deepened relationships

change

Tangible book value per

common share (non-GAAP)^†

Common equity Tier 1 (CET1)

capital ratio

*    Not meaningful; less than 1%.
^†    See Annex A – Non-GAAP to GAAP reconciliations.

Introducing the

PNC Cash Unlimited^®

Visa Signature^® Credit Card, an industry-leading card that helps customers optimize their everyday spending

Launching a strategic partnership with the

TCW Group, Inc. to deliver private credit solutions to middle market companies

Rolling out Paze^SM, an online checkout solution for e-commerce transactions to improve ease and security of online shopping

◾  PNC’s signature philanthropic focus, Grow Up Great^®, celebrated its 20-year anniversary in 2024. Since 2004, this $500 million early childhood education initiative has helped prepare children from birth to age five for success in school and life.

◾  In 2024, we continued to expand our mobile branch services — essentially bank branches on wheels — to bring financial services to underserved communities across the country as well as communities affected by natural disasters and other emergencies.

◾  The PNC Center for Financial Education, an initiative designed to boost the money management skills of individuals, first-time homebuyers and small business owners, was expanded to nine new markets in addition to the six initial markets for the program launch in 2023. PNC intends to continue expanding the program to new markets in the coming years.

◾  PNC was recognized for the second year in a row by the American Opportunity Index as one of the top financial institutions most effective at developing talent to drive business performance and employee growth (overall, PNC ranked 18th out of 395 of the largest U.S. employers included in the index and 2nd among financial services companies).

 Corporate &
 Institutional Banking

Retail

Banking

Asset

Management Group

◾  Aim to be the leading relationship-based provider of traditional banking products and services to our customers through the economic cycles.

◾  Deliver value-added solutions that help our clients better run their organizations in order to grow our market share and drive higher returns, all while maintaining prudent risk and expense management.

◾  Coast-to-coast franchise — our full suite of commercial products and services is offered nationally.

◾  Aim to build lifelong, primary relationships by creating a sense of financial well-being and ease for our clients.

◾  Deliver solutions in the most seamless and efficient way possible, meeting our customers where they are — whether in a branch, through digital channels, at an ATM or through our phone-based contact centers — while continuously optimizing the cost to sell and service.

◾  Deploy differentiated products and leading digital channels to grow our customer base, enhance the breadth and depth of our client relationships and improve our efficiency.

◾  Strive to be a leading relationship-based provider of investment, planning, credit and cash management solutions and fiduciary services to affluent individuals and institutions by endeavoring to proactively deliver value-added ideas, solutions and exceptional service.

◾  Serve our clients’ financial objectives; grow and deepen customer relationships.

◾   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 of our current directors and nominees to the Board are independent, except our CEO.

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

◾   All Board committees with specific areas of responsibility, except for the Risk Committee, are composed entirely of independent directors. We believe the CEO’s membership on the Risk Committee helps facilitate the committee’s effective monitoring and evaluation of enterprise strategy and risk-taking activities.

◾   The Board has a Presiding Director who serves as the lead independent director.

◾   The Presiding Director has specific duties relating to Board operations and governance, including approval of Board meeting agendas and presiding over executive sessions of the Board’s independent directors.

◾   To operate more effectively, the Board conducts certain oversight and governance activities through a robust committee structure. The Board currently has six committees with distinct areas of responsibility:

Audit Committee

Human Resources Committee

Nominating and Governance Committee

◾   Succession planning encompasses both long-term succession scenarios and contingencies or unplanned scenarios.

◾   At least annually, the Human Resources Committee of the Board reviews a detailed succession planning report from PNC’s talent management function. The report typically includes a discussion of the individual performance of each executive officer, as well as succession plans and development initiatives for other emerging talent.

◾   All new directors undergo a director orientation program, which includes written materials and personalized orientation sessions.

◾   Our continuing education program takes into account directors’ knowledge and experience and our risk profile, and it 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, as identified by the Board and members of senior management.

◾   The Board and its committees each conduct a self-evaluation annually under the oversight of the Nominating and Governance Committee. Feedback is obtained through discussions among the Board and committee members. Appropriate action plans are then developed to implement enhancements and other changes based on the feedback received.

◾   The Board has set age 75 as the mandatory retirement age for directors, subject to waiver by the Board when determined to be in the best interests of the Company.

◾   Audit Committee members may not serve on the audit committees of more than three public companies, including PNC.

◾   The Board will consider a director’s availability to fulfill his or her responsibilities as a director if he or she serves on more than three other public company boards.

◾   The Board reviews PNC’s corporate responsibility strategic plan annually and receives updates on corporate responsibility matters at least quarterly.

◾   We regularly engage with shareholders and other stakeholders. We discuss a wide variety of topics in our engagements, such as strategy, financial and operating performance, corporate responsibility matters, executive compensation and corporate governance, among others.

◾   During 2024, we had approximately 280 meetings with institutional investors and engaged with approximately 75% of our top 100 active shareholders.

◾   These discussions included participation from our investor relations team as well as our CEO and CFO, leaders from our lines of business and our technology, risk, corporate responsibility, corporate governance and human resources functions, and our Presiding Director, as applicable, based on the topics being covered.

◾   Management reports to the independent directors regarding investor discussions and feedback on topics of interest.

Director

Since

Committee

Memberships

Joseph Alvarado

Former Chairman, President and CEO, Commercial Metals Company

Audit;

Corporate Responsibility

Debra A. Cafaro

Chairman and CEO, Ventas, Inc.

Audit;

Human Resources (Chair)

Marjorie Rodgers Cheshire

Principal, A&R Development Corp.

Nominating and Governance;

Risk;

Corporate Responsibility (Chair)

Douglas A. Dachille

Former Chief Investment Officer, American International Group, Inc.

William S. Demchak

Chairman and CEO, The PNC Financial Services Group, Inc.

Andrew T. Feldstein (Presiding Director)

Former CEO and CIO, BlueMountain Capital Management, LLC

Human Resources;

Nominating and Governance (Chair);

Risk

Richard J. Harshman

Former Chairman, CEO and President, Allegheny Technologies Incorporated (n/k/a ATI Inc.)

Audit (Chair);

Human Resources;

Nominating and Governance

Daniel R. Hesse

Former President and CEO, Sprint Corporation

Nominating and Governance;

Risk;

Technology (Chair)

Renu Khator

Chancellor, University of Houston System and President, University of Houston

Audit;

Nominating and Governance

Linda R. Medler

Retired Brigadier General, United States Air Force and Founder, President and CEO, L A Medler & Associates, LLC

Risk;

Technology

Robert A. Niblock

Former Chairman, President and CEO, Lowe’s Companies, Inc.

Audit;

Human Resources

Martin Pfinsgraff

Retired Senior Deputy Comptroller Large Bank Supervision, Office of the Comptroller of the Currency

Audit;

Risk (Chair)

Bryan S. Salesky

Co-Founder and CEO, Stack AV Co.

Corporate Responsibility;

Technology

Age as of April 23, 2025

∎   Large institution leadership

∎   Public company board

∎   Regulatory / risk management

∎   Finance / accounting / audit

∎   Financial services

∎   Marketing / branding / retail

∎   Technology / cybersecurity

∎   Corporate responsibility

∎   Talent management and succession planning

* Age and tenure as of April 23, 2025

Evaluating performance:

We believe that an effective executive compensation program requires a comprehensive evaluation of performance across multiple categories. Our evaluation generally includes a review of PNC’s financial performance, how we executed against our strategic objectives and how we manage risk, the customer experience, talent management, financial accountability and leadership. See “Compensation Discussion and Analysis” in this proxy statement for a detailed discussion of how performance was evaluated.

Risk-mitigating features:

Our executive compensation program also includes several complementary, risk-mitigating 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 incentive awards and include a risk-based performance review that could reduce or eliminate the awards.

–   We place a substantial majority of compensation at risk, including deferring at least 50% of our named executive officers’ compensation into equity-based long-term incentive awards that are not payable for several years.

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

–   We connect pay to company performance, relative to our internal objectives as well as the performance of a carefully selected peer group.

–   We consider market data and trends when making pay decisions.

William S.

Demchak

Chairman and
Chief
Executive
Officer

Robert Q.

Reilly

Exec. VP and
Chief
Financial
Officer

E William
Parsley, III

Exec. VP and
Chief
Operating
Officer

Deborah
Guild

Exec. VP and
Head of
Technology

Alexander
E. C.
Overstrom

Exec. VP and
Head of Retail
Banking

Michael P.
Lyons⁽¹⁾

Former
President

Incentive compensation target for 2024

Incentive compensation awarded for 2024 performance

Annual cash incentive portion

Long-term incentive portion

Incentive compensation disclosed in the Summary compensation table⁽³⁾

Annual cash incentive portion (2024 performance)

Long-term incentive portion (2023 performance)

Mr. Lyons resigned from PNC effective January 23, 2025, and, as a result, was not eligible to receive incentive compensation for 2024 performance.

Presented as a prorated amount; Mr. Lyons’ incentive compensation target was increased from $9,000,000 to $10,500,000 in connection with his promotion to President in February 2024.

Under SEC regulations, the incentive compensation amounts disclosed in the Summary compensation table on page 87 include the annual cash incentive award paid in 2025 for 2024 performance (the “Non-Equity Incentive Plan Compensation” column) and the long-term equity-based incentive award granted in 2024 for 2023 performance (the “Stock Awards” column). The amounts shown in the “Stock Awards” column of the Summary compensation table may differ slightly from the amounts shown in the table above due to the impact of rounding related to fractional shares.

Alexander
E. C.
Overstrom

Michael P. 
Lyons 

Long-term incentive

Cash compensation*

Long-term incentive

Annual cash incentive

*  Includes annual base salary and annual cash incentive

Name and age (as of April 23, 2025)

The year in which they first became a director of PNC

Principal occupation and public company directorships over the past five years

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

Overview of the skills and experience represented on our Board

Demographic information for our Board, e.g., age, gender and race/ethnicity

Identification of our Board’s independent directors

Summary of our director nomination process

The Board of Directors recommends voting “FOR” each of our 13 director nominees

 Age: 72

 Director since: 2019

 Independent director

 Board committees:

 • Audit

 • Corporate Responsibility

Experience, Qualifications, Attributes or Skills:

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

Other Public Company Directorships (within the past 5 years):

Arcosa, Inc.

Kennametal, Inc.

Trinseo PLC

Professional Background:

Joseph Alvarado is the former Chairman, President and Chief Executive Officer of Commercial Metals Company (“CMC”), 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 served as Chairman, President and CEO of CMC for approximately seven years, retiring in 2018. Mr. Alvarado previously served as 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 was an 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 career of more than four decades 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, ultimately serving as 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.

 Age: 67

 Director since: 2017

 Independent director

 Board committees:

 • Audit

 • Human Resources (Chair)

 • Executive

Experience, Qualifications, Attributes or Skills:

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 community involvement.

Other Public Company Directorships (within the past 5 years):

Ventas, Inc.

Professional Background:

Debra A. Cafaro is Chairman of the Board and Chief Executive Officer of Ventas, Inc. (“Ventas”), an S&P 500 company that is a leading owner of senior housing, healthcare and research properties.

Building on her early career in law and 25-year tenure as CEO of Ventas, Ms. Cafaro is broadly engaged across the business, public policy and nonprofit sectors. She is a 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 Civic Committee of the Commercial Club of Chicago, the Harvard Kennedy School Taubman Center and the University of Chicago. 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 from the University of Chicago Law School and a BA from the University of Notre Dame.

 Age: 56

 Director since: 2014

 Independent director

 Board committees:

 • Nominating & Governance

 • Risk

 • Corporate Responsibility (Chair)

Experience, Qualifications, Attributes or Skills:

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.

Other Public Company Directorships (within the past 5 years):

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

Exelon Corporation

Professional Background:

Marjorie Rodgers Cheshire is a corporate board director and an investor in commercial real estate. She is a Principal of A&R Development Corp. (“A&R”), 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, DC markets. Ms. Cheshire additionally served as A&R’s President and Chief Operating Officer from 2004 to 2021, and was responsible for the firm’s business operations, asset management and strategic initiatives.

Ms. Cheshire also 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, a Vice President of Business Development for Oxygen Media, and a Director and Special Assistant to the Chairman and CEO of ESPN. Early in her career, Ms. Cheshire worked as a consultant at The Boston Consulting Group and in brand management at Nestlé 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.

 Age: 61

 Director since: 2025

 Independent director

 Board committees:

 • Risk

Experience, Qualifications, Attributes or Skills:

The Board values Mr. Dachille’s decades of investment management expertise and his strategic thinking. Mr. Dachille has an extensive track record in asset management, structured finance and risk management. His experience with key strategic issues in the insurance, banking and asset management industries will be an asset to the Board as PNC navigates potential growth opportunities.

Other Public Company Directorships (within the past 5 years):

BridgeBio Pharma, Inc.

Equitable Holdings, Inc.

Professional Background:

Mr. Dachille served as Executive Vice President and Chief Investment Officer for American International Group, Inc. (“AIG”) from September 2015 to June 2021. Before assuming these roles at AIG, Mr. Dachille served as the Chief Executive Officer of First Principles Capital Management, LLC (“First Principles”), an institutional fixed income investment manager, from September 2003 until its acquisition by AIG in September 2015. Prior to co-founding First Principles, he was President and Chief Operating Officer of Zurich Capital Markets. Mr. Dachille began his career at J.P. Morgan & Co., a predecessor to JPMorgan Chase & Co., where he served as the Global Head of Proprietary Trading and Co-Treasurer.

Mr. Dachille earned his bachelor’s degree in a special joint biomedical education program through Union College and Albany Medical College and an MBA in finance from the University of Chicago.

Mr. Dachille was initially recommended to the Board by our CEO and one of our independent directors.

 Age: 62

 Director since: 2013

 Management director

 Board committees:

 • Risk

 • Executive

Experience, Qualifications, Attributes or Skills:

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 the Board 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.

Other Public Company Directorships (within the past 5 years):

BlackRock, Inc. (until May 2020)

Professional Background:

William S. Demchak is the Chairman and Chief Executive Officer of PNC, 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 held the office of President from April 2012 through February 2024 and has served as Chief Executive Officer since April 2013 and as Chairman since April 2014.

Before joining PNC in 2002, Mr. Demchak served as the Global Head of Structured Finance and Credit Portfolio for JPMorgan Chase & Co. He also held key leadership roles at J.P. Morgan & Co. prior to its merger with The Chase Manhattan Corporation in 2000, establishing JPMorgan Chase & Co. He was actively involved in developing JPMorgan Chase & Co.’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 a member of 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 from the University of Michigan.

  Age: 60

  Director since: 2013

 Presiding Director (lead
 independent director)

  Board committees:

 • Human Resources

 • Nominating and Governance (Chair)

 • Risk

 • Executive

Experience, Qualifications, Attributes or Skills:

The Board values Mr. Feldstein’s extensive financial and risk management expertise. As founder and former CEO of BlueMountain Capital Management, LLC 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, as well as a valuable resource to PNC as it continues to grow its business while maintaining a strong balance sheet.

Other Public Company Directorships (within the past 5 years):

None

Professional Background:

Andrew T. Feldstein, our Presiding Director, is the former Chief Executive Officer of BlueMountain Capital Management, LLC (now known as Assured Investment Management, a subsidiary of Assured Guaranty) (“BlueMountain”) and served as 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 a leading provider of financial guaranty insurance.

Prior to co-founding BlueMountain in 2003, Mr. Feldstein spent over a decade at JPMorgan Chase & Co., 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 member of the Harvard Law School Leadership Council.

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

  Age: 68

  Director since: 2019

  Independent director

  Board committees:

 • Audit (Chair)

 • Human Resources

 • Nominating and Governance

 • Executive

Experience, Qualifications, Attributes or Skills:

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 prior board leadership experience as the lead independent director for another publicly-traded company.

Other Public Company Directorships (within the past 5 years):

Ameren Corporation

Professional Background:

Richard J. Harshman is the retired Executive Chairman and former President and Chief Executive Officer of Allegheny Technologies Incorporated (now known as ATI Inc.) (“ATI”), a global manufacturer of technically advanced specialty materials and complex parts and components. Mr. Harshman served as the Chairman, President and CEO of ATI from 2011 through 2018. Mr. Harshman previously served in other roles at ATI, including President and Chief Operating Officer from 2010 to 2011, Executive Vice President and Chief Financial Officer from 2000 to 2010 and other roles of increasing responsibility since 1996. Mr. Harshman began his career as an internal auditor at Teledyne, Inc., a predecessor company to ATI, in 1978.

Mr. Harshman is active within the Pittsburgh community, including through his service with several nonprofit boards. He is the immediate past chair and a current member of the Executive Committee of the Board of Trustees of the Pittsburgh Cultural Trust. Mr. Harshman also is a member of the Executive Committee of the Board of Directors of the United Way of Southwestern Pennsylvania. Previously, he served as the chair of the Allegheny Conference on Community Development and as a member of the board of trustees of Robert Morris University, in addition to his service with other Pittsburgh-based nonprofit 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.

 Age: 71

 Director since: 2016

 Independent director

 Board committees:

 • Nominating and Governance

 • Risk

 • Technology (Chair)

Experience, Qualifications, Attributes or Skills:

Mr. Hesse brings extensive corporate leadership experience to the Board, having served in a variety of executive positions, including as CEO of Sprint Corporation. His years of experience in the wireless communications industry provide insight into the dynamic and strategic matters overseen by the Board. The broad spectrum of technology issues he navigated during his career enable him to bring valuable perspective to assist the Board in its oversight of technology and related risks and opportunities.

Other Public Company Directorships (within the past 5 years):

Akamai Technologies, Inc.

Tech and Energy Transition Corporation (until March 2023)

Professional Background:

Daniel R. Hesse is the former President and Chief Executive Officer of Sprint Corporation (“Sprint”), one of the United States’ largest wireless carriers, serving from 2007 to 2014. A well-known advocate for the conscience-driven corporation and its responsibility in creating a 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.

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.

 Age: 69

 Director since: 2022

 Independent director

 Board committees:

 • Audit

 • Nominating and Governance

Experience, Qualifications, Attributes or Skills:

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.

Other Public Company Directorships (within the past 5 years):

The Camden Property Trust

Professional Background:

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 UH’s Department of Government and International Affairs. As Chancellor of the UH System, Dr. Khator oversees a four-university organization that serves more than 76,000 students. During her tenure as President since 2008, UH has experienced 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 Kanpur University, India and an MA and PhD in Political Science from Purdue University.

 Age: 68

 Director since: 2018

 Independent director

 Board committees:

 • Risk

 • Technology

Experience, Qualifications, Attributes or Skills:

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.

Other Public Company Directorships (within the past 5 years):

Target Hospitality Corp.

Professional Background:

Linda Medler is a retired U.S. Air Force (“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 the 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 USAF, retiring as a Brigadier General. She began her military service as an enlisted U.S. Marine. Her last position held with the USAF 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.

 Age: 62

 Director since: 2022

 Independent director

 Board committees:

 • Audit

 • Human Resources

Experience, Qualifications, Attributes or Skills:

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

Other Public Company Directorships (within the past 5 years):

ConocoPhillips

Lamb Weston Holdings, Inc.

Professional Background:

Robert A. Niblock is the former Chairman, President and Chief Executive Officer of Lowe’s Companies, Inc. (“Lowe’s”), which operates together with its subsidiaries as a home improvement retailer in the United States.

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, Finance, 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 from 2005 to 2018, 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 LLP.

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

  Age: 70

  Director since: 2018

  Independent director

  Board committees:

  • Audit

  • Risk (Chair)

  • Executive

Experience, Qualifications, Attributes or Skills:

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.

Other Public Company Directorships (within the past 5 years):

None

Professional Background:

Martin Pfinsgraff retired as Senior Deputy Comptroller Large Bank Supervision of the Office of the Comptroller of the Currency (the “OCC”) 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 (“OECD”) 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 Financial’s operating subsidiaries from 1989 through 2000, including as Treasurer of Prudential Insurance and CFO and President, Capital Markets of Prudential Securities.

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

  Age: 44

  Director since: 2021

  Independent director

  Board committees:

  • Corporate Responsibility

  • Technology

Experience, Qualifications, Attributes or Skills:

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.

Other Public Company Directorships (within the past 5 years):

None

Professional Background:

Bryan S. Salesky is a co-founder and has served as the Chief Executive Officer of Stack AV Co., a developer and provider of advanced autonomous systems designed to meet the safety, reliability and efficiency demands of the trucking industry, since the company’s inception in 2023. Mr. Salesky founded and served as the 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, from 2016 to 2022. Previously, 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 University’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 Inclusive Growth Committee of the board of directors of the Allegheny Conference on Community Development, and serves on the board of trustees of the University of Pittsburgh.

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

Knowledge and skills

The Board as a whole possesses valuable senior leadership experience across key fields, including technology, cybersecurity, financial services, regulatory affairs, risk management, operations and strategic planning, finance and accounting, marketing and branding, corporate responsibility, talent management and succession planning.

Independence

A substantial majority of the Board is independent from management.

Twelve of our 13 directors (or 92% of the Board) are independent under the New York Stock Exchange (“NYSE”) standards that we have adopted as
part of our corporate governance guidelines.

Demographic snapshot

The Board as a whole reflects the following demographics:

– Gender:

4 Female

9 Male

– Race/ethnicity:

1 African American/Black

1 Asian

1 Hispanic/Latino

10 White

– Age range^†: 44 to 72

Tenure mix

The Board and the N&G Committee strive to maintain a mix of long-, medium-, and short-tenured directors. The average tenure of our 13 director nominees is 6.3 years.^†

The Board’s commitment to regular refreshment of its membership is evidenced by our addition of 14 new directors and 11 director retirements since 2015.

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independent

We present below the Board’s annual determination of the independence of each of its members, based upon the recommendation of the N&G Committee. The Board’s decisions took into account the relationships described in “— Guidelines on certain nonmaterial relationships — Transactions with directors.” There are no family relationships among the directors or between any director and any executive officer.

◾   Twelve independent Board members. The Board determined that each non-employee director of PNC (namely, Joseph Alvarado, Debra A. Cafaro, Marjorie Rodgers Cheshire, Douglas A. Dachille, Andrew T. Feldstein, Richard J. Harshman, Daniel R. Hesse, Renu Khator, Linda R. Medler, Robert A. Niblock, Martin Pfinsgraff, and Bryan S. Salesky) is independent according to NYSE rules.

◾   One nonindependent Board member. The Board determined that William S. Demchak is not independent under NYSE rules because he serves as CEO of PNC.

NYSE bright-line independence tests. The following relationships are categorically deemed to impair independence:

◾  A director currently is employed by PNC or was employed by PNC within the last three years

◾  A director’s immediate family member currently is an executive officer of PNC or 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 and committee fees, pension or other forms of deferred compensation), 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 is an executive officer of a company, or 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 for property or services in excess of the greater of $1 million or 2% of such other company’s consolidated gross revenue in any of the last three fiscal years

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

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 our director independence 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

We provided financial services during 2024 to most of our directors, some of their immediate family members, and certain of their respective affiliated entities. Affiliated entities include companies of which a director is, or was during 2024, a partner, executive officer or employee; companies of which a director’s immediate family member is, or was during 2024, a partner or executive officer; and companies in which a director and/or the director’s immediate family member holds a significant ownership or voting position. We offer those services in the ordinary course of business on substantially the same terms and conditions, including price, as we provide to other similarly situated customers.

We also extended credit to some of our directors, their immediate family members and certain of their respective affiliated entities. We maintain policies and procedures to help us comply with Regulation O, a federal banking regulation intended to prevent banks from giving preferential treatment to their insiders, including directors and executive officers, when extending credit. Among other provisions, Regulation O prescribes lending limits applicable to insiders individually and in the aggregate as a group, prohibits lending to insiders on preferential terms and requires prior board approval for extensions of credit to an insider above a specified threshold amount. Under our corporate governance guidelines, a director who has received an extension of credit shall not be considered independent if the extension of credit did not comply with Regulation O.

We made charitable contributions during 2024 to charitable organizations where our directors or their immediate family members serve as directors, trustees or executive officers.