PNC Financial Services

Current directors and officers who also hold a role at another S&P 500 company.

• Daniel HesseAKAM · Director
• Debra A. CafaroVTR · CEO
• Marjorie Rodgers CheshireEXC · Director
• Renu KhatorCPT · Director
• Richard J. HarshmanAEE · Director
• Robert A. NiblockCOP · Director

Latest Schedule 13D/13G filing per holder. Holders that reported falling below 5% are not shown. Index funds usually report once a year.

No 5% holder filings parsed yet for this company.

Open-market purchases and sales reported on Form 4. Grants, option exercises and tax withholding are excluded.

Every 8-K with Item 5.02 (departure, election or appointment of directors and officers). The text is the first paragraph of the item.

1. Nov 5, 2026

   On November 5, 2026, the Board of Directors of The PNC Financial Services Group, Inc. (the “Corporation”) appointed Alexander E. C. Overstrom, currently Executive Vice President and Head of Retail Banking of the Corporation, to be the Corporation’s Executive Vice President and Chief Financial Officer, effective March 1, 2027. Mr. Overstrom will succeed Robert Q. Reilly, who has accepted the position of Executive Vice Chairman, effective as of the same date. Mr. Overstrom, 42, joined the Corporation in 2014 and assumed his current position in July 2022. Prior to his current role, he held numerous management roles, including Head of Small Business, Deputy Head of Retail Banking, Head of Merchant Services and Chief Operating Officer of Corporate & Institutional Banking and Asset Management. Prior to joining the Corporation, he worked in strategy and investment banking at Goldman Sachs. Mr.

   Read the 8-K filing
2. Apr 24, 2026

   (e) On April 22, 2026, The PNC Financial Services Group, Inc. 2026 Omnibus Equity Incentive Plan (the “Plan”) was approved by the shareholders of The PNC Financial Services Group, Inc. (the “Corporation”) at the annual meeting of the Corporation’s shareholders held on that date. The 2026 Plan was previously approved by the board of directors of the Corporation (the “Board”) on March 5, 2026, subject to shareholder approval. The Plan authorizes certain incentive compensation awards to be granted to employees of the Corporation and its subsidiaries (including the executive officers of the Corporation), non-employee directors, consultants and other service providers, on the terms and subject to the conditions of the Plan.

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3. Apr 25, 2025

   On April 23, 2025, in connection with the planned reorganization of certain operating functions under E William Parsley, III that will be transitioned to other core lines of business and the finance function of The PNC Financial Services Group, Inc. (the “Corporation”), Mr. Parsley will cease to serve as Chief Operating Officer of the Corporation effective July 1, 2025 (the “Transition Date”). From the Transition Date through December 31, 2025 (the “Transition Period”), Mr. Parsley will serve in a new role of Executive Advisor. Following the Transition Period, Mr. Parsley will be eligible for the payments and benefits set forth and described in the Corporation’s Executive Severance Plan (filed as Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on March 27, 2025).

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4. Apr 7, 2025

   On April 7, 2025 (the “Effective Date”), The PNC Financial Services Group, Inc. (the “Corporation”) publicly announced that on April 3, 2025, the Board of Directors of the Corporation (the “Board”) appointed Mark Wiedman as President of the Corporation (the “Appointment”), effective as of the Effective Date. Mr. Wiedman, age 54, previously served as Senior Managing Director and Head of the Global Client Business at BlackRock, Inc. (“BlackRock”) since January 2023. From 2019 to 2022, Mr. Wiedman served as Head of International and of Corporate Strategy at BlackRock, and as Global Head of iShares and Index Investments from 2011 to 2019. Mr. Wiedman joined BlackRock in 2004 to help start what became the Financial Markets Advisory Group. He later led BlackRock’s emergency assistance to governments and financial institutions during the financial crisis. Mr.

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5. Mar 27, 2025

   On March 21, 2025 (the “Effective Date”), the Human Resources Committee (the “Committee”) of the Board of Directors of The PNC Financial Services Group, Inc. (the “Corporation”) adopted and approved The PNC Financial Services Group, Inc. Executive Severance Plan (the “Executive Severance Plan”), effective as of the Effective Date. The Executive Severance Plan is designed to provide certain employees of the Corporation, including our named executive officers (“NEOs”), payments and benefits upon specified terminations of employment. Certain terms used in this Current Report on Form 8-K are defined in the Executive Severance Plan.

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6. Feb 21, 2025

   On February 14, 2025, the Human Resources Committee (the “Committee”) of the Board of Directors of The PNC Financial Services Group, Inc. (the “Corporation”) approved changes to the restricted share unit awards (“RSU Awards”) and performance share unit awards (“PSU Awards”) for our Section 16 officers under the Corporation’s 2016 Incentive Award Plan.

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7. Feb 3, 2025

   (d) Election of Director On January 31, 2025, the Board of Directors (the “Board”) of The PNC Financial Services Group, Inc. (“PNC”) increased the number of directors to 13 and appointed Douglas Dachille to serve on the Board effective February 3, 2025. Mr. Dachille was appointed to the Risk Committee and was also appointed as a director of PNC Bank, National Association. The Board determined that Mr. Dachille is independent under the director independence standards established by the New York Stock Exchange. Mr. Dachille will receive compensation in accordance with PNC’s non-employee director compensation program described under the heading “Director Compensation” in PNC’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 13, 2024.

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8. Jan 23, 2025

   (b) Resignation of Named Executive Officer On January 23, 2025, The PNC Financial Services Group, Inc. (“PNC”) issued a press release announcing that Michael P. Lyons, President of PNC, resigned from PNC effective January 23, 2025, to pursue a position at another company. A copy of the press release announcing Mr. Lyons’s resignation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

   Read the 8-K filing
9. May 24, 2024

   On May 20, 2024, the Human Resources Committee of PNC’s Board of Directors (the “Committee”) approved an increase to Mr. Lyons’ 2024 target total compensation in connection with his appointment to President of PNC from $9,000,000 to $10,500,000, effective February 16, 2024. The Committee also approved a total compensation pay mix for Mr. Lyons of 65% long-term incentive compensation and 35% cash compensation. The Committee did not change Mr. Lyons’ annual base salary of $700,000.

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10. Feb 20, 2024

    On February 20, 2024, The PNC Financial Services Group, Inc. (the “Corporation”) announced that on February 16, 2024 the Corporation’s Board of Directors unanimously appointed Michael P. Lyons to serve as President of the Corporation, effective immediately. Mr. Lyons will also serve as President of the Corporation’s wholly owned subsidiary, PNC Bank, National Association. William S. Demchak will continue as Chairman and Chief Executive Officer. Mr. Lyons, 53, has been an Executive Vice President and the Head of Corporate & Institutional Banking since joining PNC in October 2011. Prior to joining PNC, from May 2010 until October 2011, Mr. Lyons was head of corporate development and strategic planning for Bank of America. A copy of the Corporation’s press release dated February 20, 2024 announcing Mr.

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11. May 19, 2023

    (b) On May 15, 2023, Toni Townes-Whitley provided The PNC Financial Services Group, Inc. (“PNC”) with notice of her resignation from the Board of Directors of PNC, effective June 30, 2023, in light of her recent appointment as chief executive officer of Science Applications International Corp.

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12. May 2, 2023

    (b) Michael J. Ward did not stand for re-election to the Board of Directors (the “Board”) of The PNC Financial Services Group, Inc. (“PNC”) at the annual meeting of shareholders of PNC held on April 26, 2023, as he had reached the mandatory retirement age set forth in PNC’s corporate governance guidelines.

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13. Jun 17, 2022

    (e) On June 13, 2022 (the “Effective Date”), the Human Resources Committee (“Committee”) of the Board of Directors of The PNC Financial Services Group, Inc. (“PNC”) approved grants of performance-based restricted stock units (“PRSUs”) with a five-year performance period to three executives (each grant, a “Leadership Continuity Award”) based on the following dollar values (at target). The number of PRSUs granted to each of the following executives was determined by dividing the dollar value of the applicable Leadership Continuity Award by the closing price of a share of PNC Common Stock on the Effective Date ($155.53 per share): Executive Officer Title Dollar Value of Grant (At Target) Number of PRSUs (At Target) Michael P.

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14. May 26, 2022

    (b) On May 26, 2022, The PNC Financial Services Group, Inc. (“PNC”) announced that Karen Larrimer, Head of Retail Banking and Chief Customer Officer, has elected to retire effective December 31, 2022. Ms. Larrimer will remain as PNC’s Chief Customer Officer through December 31, 2022 as she transitions out of her role as Head of Retail Banking effective July 1, 2022. Alex Overstrom, PNC’s current Head of Small Business and Deputy Head of Retail Banking, will assume the role of Head of Retail Banking effective July 1, 2022. Mr. Overstrom has been with PNC for nearly eight years, during which time he has served in a variety of roles including Head of Merchant Services, Chief Operating Officer of Corporate & Institutional Banking and Asset Management, and Head of Aviation Finance.

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15. May 10, 2022

    (d) On May 10, 2022, the Board of Directors (the “Board”) of The PNC Financial Services Group, Inc. (“PNC”) increased the number of directors to 14 and appointed Renu Khator, Ph.D., Chancellor of the University of Houston System and President of University of Houston, to serve on the Board effective immediately. Ms. Khator was appointed to the Audit Committee and Nominating and Governance Committee, and was also appointed as a director of PNC Bank, National Association. The Board determined that Ms. Khator is independent under the director independence standards established by the New York Stock Exchange. Ms. Khator will receive compensation in accordance with PNC’s non-employee director compensation program described in PNC’s 2022 Proxy Statement filed with the U.S. Securities and Exchange Commission on March 16, 2022.

    Read the 8-K filing

Proxy statements (DEF 14A): 2026 · 2025 · 2024 · 2023 · 2022 · 2021

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