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This excerpt taken from the PNC DEF 14A filed Mar 19, 2009.
We have reviewed and discussed the Compensation Discussion and Analysis with PNC’s management, and based on our review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
On December 31, 2008, PNC issued approximately $7.6 billion in preferred stock and common stock warrants to the U.S. Treasury under the TARP Capital Purchase Program. As a result of this investment, PNC is subject to Section 111 of the Emergency Economic Stabilization Act of 2008 (EESA), which imposes certain compensation restrictions on “senior executive officers” or “SEOs”. In compliance with Section 111(b)(2) of EESA, we have reviewed the SEO incentive compensation arrangements with PNC’s senior risk officers, to ensure that the SEO incentive compensation arrangements do not encourage SEOs to take unnecessary and excessive risks that threaten the value of PNC. We have discussed and reviewed the relationship between PNC’s risk management policies and practices and the SEO incentive compensation arrangements. We hereby certify that we have reviewed with senior risk officers the SEO incentive compensation arrangements and have made reasonable efforts to ensure that such arrangements do not encourage SEOs to take unnecessary and excessive risks that threaten the value of the financial institution.
The Personnel and Compensation Committee of the Board of Directors of The PNC Financial Services Group, Inc.
Dennis F. Strigl, Chairman Charles E. Bunch Paul W. Chellgren Kay Coles James Richard B. Kelson Thomas J. Usher
68
Table of ContentsThis excerpt taken from the PNC DEF 14A filed Mar 28, 2008.
We have reviewed and discussed the Compensation Discussion and Analysis with PNC’s management, and based on our review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
The Personnel and Compensation Committee of the Board of Directors of The PNC Financial Services Group, Inc.
Dennis F. Strigl, Chairman Charles E. Bunch Paul W. Chellgren Kay Coles James Richard B. Kelson Thomas J. Usher
54
Table of ContentsThis excerpt taken from the PNC DEF 14A filed Mar 23, 2007. COMPENSATION COMMITTEE REPORT
We have reviewed and discussed the Compensation Discussion and Analysis with PNC’s management, and based on our review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
The Personnel and Compensation Committee of the Board of Directors of The PNC Financial Services Group, Inc.
Dennis F. Strigl, Chairman Paul W. Chellgren Richard B. Kelson Anthony A. Massaro Thomas J. Usher
44
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