This excerpt taken from the PNC DEF 14A filed Mar 28, 2008.
Our Boards 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 committees 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.
Deferred Compensation Plans. Our non-management directors are also eligible to participate in the two deferred compensation plans described in this table:
Other Director Benefits. Our directors are generally entitled to the following benefits:
With respect to fiscal year 2007, we provided the following compensation to our directors: