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PNC » Topics » Director Compensation for Fiscal 2007

This excerpt taken from the PNC DEF 14A filed Mar 28, 2008.

Director Compensation for Fiscal 2007

 

Our Board’s Nominating and Governance Committee reviews non-employee director compensation and makes an annual compensation recommendation to the Board. The Committee reviews the annual retainer and meeting fees, committee Chairman and Presiding Director retainers, equity-based grants and the three compensation plans applicable to non-employee directors. In addition to annual compensation, the committee may approve special compensation to a director for extraordinary service.

 

The committee also receives a report from Towers Perrin that analyzes the non-employee director compensation program and compares the program to peer group programs. The primary objectives of the committee’s annual review are to confirm continued alignment with business and shareholder interests, evaluate the competitiveness of our director compensation program relative to the peer group and to identify and respond to continued changes in director compensation in light of the competitive environment.

 

Mr. Rohr receives no additional compensation for serving as a PNC director. All other directors are paid under compensation schedules approved by the Nominating and Governance Committee.

 

We explain the elements of the directors’ 2007 compensation program below. On April 22, 2008, the Nominating and Governance Committee will conduct its annual compensation review for 2008.

 

Annual Retainer Schedule   

Retainer for each Director

    $ 45,000

Committee Chair’s retainer, for each Committee chaired

    $ 10,000

Additional retainer for Chairs of the Audit and Risk Committees

    $ 10,000

Presiding Director’s retainer

    $ 10,000
Meeting Fee Schedule   

Each Board meeting, except quarterly telephonic dividend meetings

    $ 1,500

Each quarterly telephonic dividend meeting

    $ 750

For each of the first six meetings held annually by each Committee or Subcommittee on which the Director serves

    $ 1,500

For the seventh and each succeeding meeting held annually by each Committee or Subcommittee on which the Director serves

    $ 2,000

2007 Equity-Based Grants

   

Value of January 2, 2008 annual grant of PNC common stock under the 1992 Director Share Incentive Plan*

    $ 5,049

Value of 1,232 deferred stock units awarded to each Director’s account under the Outside Directors Deferred Stock Unit Plan as of April 24, 2007

    $ 91,858

 

*   Under accounting rules (FAS 123R), PNC recognized compensation expense in 2007 for this 2008 grant.

 

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Deferred Compensation Plans. Our non-management directors are also eligible to participate in the two deferred compensation plans described in this table:

 

    

Directors Deferred Compensation Plan

   

Outside Directors Deferred Stock Unit Plan

Purpose

    Voluntary deferral of retainers and meeting fees.    Automatic deferral of any deferred phantom stock units awards.

Investment Options

    May choose to invest in phantom shares of PNC common stock or an interest rate alternative (10-year Treasury note). Minimum annual deferral of $11,250.    Phantom shares of PNC common stock. All awards are deferred.

Payout Date and Beneficiary

    Director chooses both.    Director chooses both. In general, payout date can’t be before retirement from the Board or age 70.

Voting Rights and Dividends

    If invested in phantom shares, each share receives deemed dividends, but has no voting rights.    Deemed dividends, but no voting rights.

Form of Payment

    Cash only.    Cash only.

 

Other Director Benefits. Our directors are generally entitled to the following benefits:

 

  •  

PNC Directors Charitable Matching Gift Program. We will match a director’s personal gifts to qualifying charities up to an aggregate limit of $5,000 a year. Mr. Rohr may participate in our employee matching gift program ($2,500 annual limit), rather than this one.

 

  •  

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

 

  •  

Travel, Lodging and Meals. We pay for expenses connected with our directors’ Board service, including travel, lodging and meals.

 

  •  

Incidental Benefits. We may provide various incidental benefits, including: holiday gifts; tickets to sports, cultural, social and other events; and travel on corporate aircraft for personal purposes in very limited circumstances, such as a family emergency or when a seat is available on a trip already planned by one of our officers.

 

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With respect to fiscal year 2007, we provided the following compensation to our directors:

 

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