PNC FINANCIAL SERVICES GROUP INC (PNC)
Sector: Financials
2026 Annual Meeting Analysis
PNC FINANCIAL SERVICES GROUP INC · Meeting: April 22, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2019 with relevant large-company leadership experience; PNC's 3-year price return of 65.7% outperforms QABA (First Trust NASDAQ ABA Community Bank Index) by +31.2pp, well below the 65pp trigger threshold for strong positive TSR; no overboarding, independence, or attendance concerns identified.
Director since 2017 and sitting CEO of Ventas; holds 1 outside public board seat (below the 2-seat limit for sitting CEOs); PNC's TSR outperforms QABA benchmark; no policy triggers identified.
Director since 2014 with relevant real estate and business leadership experience; PNC's 3-year TSR significantly outperforms QABA; holds 1 outside public board seat; no policy triggers identified.
Director since 2025 and therefore within the 24-month new-director exemption window; exempt from TSR trigger; investment management and risk expertise is highly relevant to PNC's business.
CEO and director since 2013; PNC's 3-year price return of 65.7% outperforms QABA by +31.2pp, which does not meet the 65pp trigger threshold for strong positive TSR; no TSR-based concern applies.
Presiding Director since 2013 with deep financial risk management expertise; holds no outside public board seats; PNC's TSR outperforms QABA; no policy triggers identified.
Director since 2019 with extensive financial, CFO, and CEO experience; chairs the Audit Committee and holds a CPA credential; PNC's TSR outperforms QABA; no policy triggers identified.
Director since 2016 with strong technology and CEO leadership background; holds 1 outside public board seat; PNC's TSR outperforms QABA; no policy triggers identified.
Director since 2022 with relevant institutional leadership experience; holds 1 outside public board seat; tenure began after the relevant 3-year TSR period began and PNC outperforms QABA in any case; no policy triggers identified.
Director since 2018 with deep cybersecurity and technology expertise highly relevant to PNC's risk oversight needs; holds 1 outside public board seat; PNC's TSR outperforms QABA; no policy triggers identified.
Director since 2022 with strong financial, retail, and CEO experience; holds 1 outside public board seat; PNC's TSR outperforms QABA; no policy triggers identified.
Director since 2018 with direct banking regulatory expertise from the OCC; chairs the Risk Committee; holds no outside public board seats; PNC's TSR outperforms QABA; no policy triggers identified.
Director since 2021 with AI, robotics, and technology entrepreneurship expertise relevant to PNC's technology strategy; holds no outside public board seats; PNC's TSR outperforms QABA; no policy triggers identified.
All 13 director nominees receive a FOR recommendation. PNC's 3-year price return of 65.7% outperforms the QABA (First Trust NASDAQ ABA Community Bank Index) benchmark by +31.2pp, which does not meet the 65pp underperformance trigger applicable to companies with strong positive TSR. The board is 92% independent, all committee independence requirements are met, no director is overboarded under policy thresholds, and all directors attended at least 75% of meetings in 2025. Douglas Dachille (joined 2025) is exempt from the TSR trigger as a new director within 24 months.
Say on Pay
✓ FORCEO
William S. Demchak
Total Comp
$29,503,081
Prior Support
N/A
CEO William S. Demchak's total compensation of approximately $29.5 million is elevated for his role but is contextualized by PNC's record financial performance in 2025, including 18% net income growth, 21% EPS growth, and record revenue. The pay program is well-structured: at least 70% of the CEO's total compensation is delivered through long-term equity-based awards, well above the 50–60% minimum threshold, and incentive awards are tied to multi-year performance conditions rather than guaranteed payouts. PNC's 3-year stock price return of 65.7% substantially outperforms the QABA (First Trust NASDAQ ABA Community Bank Index) by +31.2pp, demonstrating that above-target incentive pay is aligned with strong shareholder outcomes, satisfying the pay-for-performance alignment requirement.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$24,200,000
Non-Audit Fees
$7,000,000
Non-audit fees (audit-related fees of $3.0M plus tax fees of $4.0M, totaling $7.0M) represent approximately 29% of core audit fees of $24.2M, well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm fully appropriate for a $574 billion asset financial institution. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not apply per policy. No material restatements were identified.
Overall Assessment
PNC's 2026 annual meeting presents a clean ballot with no significant governance concerns: all 13 director nominees receive FOR recommendations on the strength of PNC's strong 3-year outperformance of the QABA benchmark; PricewaterhouseCoopers passes the auditor ratification screens with non-audit fees well below the independence threshold; and the Say on Pay program earns a FOR vote based on a well-structured pay mix heavily weighted toward long-term equity and strong alignment between executive pay and PNC's record 2025 financial performance. The equity plan approval (Proposal 4) is not rated under the current policy.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing