Alexander Overstrom
PNC FINANCIAL SERVICES GROUPAbout Alexander Overstrom
Alexander E. C. Overstrom is Executive Vice President and Head of Retail Banking at PNC (appointed July 2022). He joined PNC in 2014; prior roles included Head of Small Business, Deputy Head of Retail Banking, Head of Merchant Services, and Chief Operating Officer of Corporate & Institutional Banking and Asset Management; he previously worked in strategy and investment banking at Goldman Sachs . Age 41 as of February 2025 . Under his leadership, Retail Banking delivered a record year with the highest consumer checking account growth in eight years, record brokerage revenue at PNC Investments, and launch of a ~$1.5B five‑year branch network investment; PNC’s 2024 corporate performance included revenue $21.6B, net income $5.953B, diluted EPS $13.24, CET1 10.5%, and 29.4% annual TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PNC | Head of Retail Banking (EVP) | Jul 2022–present | Record Retail Banking year; highest consumer checking growth in eight years; record brokerage revenue; launched ~$1.5B branch investment; expanded mobile branches to 22 . |
| PNC | Head of Small Business; Deputy Head of Retail; Head of Merchant Services; COO of Corporate & Institutional Banking and Asset Management | 2014–2022 | Built retail, payments and operational capabilities across business lines, enabling subsequent segment performance . |
| PNC | Head of Aviation Finance | Pre‑2022 | Led specialized finance platform within PNC (noted during leadership transition) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs | Strategy and Investment Banking | Pre‑2014 | Developed capital markets and strategic execution skills applicable to retail and CIB leadership at PNC . |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $700,000 | Annualized base approved Feb 2024 . |
| Target Annual Cash Incentive ($) | $1,550,000 | Part of $3.8M total incentive target . |
| Actual Annual Cash Incentive ($) | $2,300,000 | Awarded in 2025 for 2024 performance . |
| Target Long‑Term Incentive ($) | $2,250,000 | Part of $3.8M total incentive target . |
| Actual Long‑Term Incentive ($) | $3,000,000 | Granted in 2025 for 2024 performance . |
| Perquisites & Other ($) | $31,736 | Includes financial consulting/tax prep and personal aircraft use; ISP match $10,546 . |
Performance Compensation
| Component | Weighting | Target | Actual | Payout Range | Vesting |
|---|---|---|---|---|---|
| PSU (three‑year) | 60% of LTI | 8,465 units target (max 12,697) | Not yet determined (2024 grant; performance period 2024–2026) | 0–150% based on adj. ROE (absolute) and adj. EPS growth vs peers (relative) with bilinear grid; CET1 risk test each year | Pays in stock after three‑year period; risk‑adjusted by CET1; dividends paid as cash equivalents at payout . |
| RSU (time‑based) | 40% of LTI | 5,644 units | Vests pro‑rata annually (Tranche 1 vested Feb 16, 2025) | 0–100% (risk review via CET1) | Annual installments over 3 years (2025, 2026, 2027); dividend equivalents paid at vest . |
| Annual Cash Incentive | N/A | $1,550,000 | $2,300,000 | Discretionary vs multi‑metric evaluation (financial, strategic, risk) | Paid in 2025 for 2024 performance . |
Key performance metrics used by the HR Committee include net interest income, noninterest income, EPS growth (adjusted), ROE (adjusted), ROA, risk‑adjusted efficiency ratio, CET1, TBV/share, and TSR, with consideration of FDIC special assessment adjustments for comparability .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Common Shares | 15,491 shares . |
| Common Stock Units (payable in shares within 60 days) | 2,826 units . |
| Total Beneficial + Units | 18,317 . |
| Ownership vs Shares Outstanding | Less than 1% (PNC outstanding shares 395,764,896 as of Jan 31, 2025) . |
| Unvested Equity at 12/31/2024 (counts; MV at $192.85) | 2024 PSUs: 8,465 ($1,632,475) ; 2024 RSUs: 5,644 ($1,088,445) ; 2023 PSUs: 5,155 ($994,142) ; 2023 RSUs: 2,292 ($442,012) ; 2022 3‑Year RSU: 1,138 ($219,463) ; 2022 SL RSU: 962 ($185,522) . |
| Vesting Milestones | 2024 RSU tranches: Feb 16, 2026 & Feb 16, 2027 remaining ; 2023 RSU final: Feb 16, 2026 ; 2022 3‑Year RSU: Apr 18, 2025 ; 2022 SL RSU: final tranche vested Feb 10, 2025 . |
| Ownership Guidelines | “All other NEOs” base requirement 25,000 shares; ongoing retention: 25% of newly vested equity; new/promoted execs have up to six years to comply; HR Committee determined all NEOs complied with policy at award time . |
| Hedging/Pledging | Prohibited for executives and directors (no hedging, short‑selling or pledging of PNC securities) . |
Note: Form 4 insider trade retrieval (to assess recent selling/withholding) could not be completed due to tool authorization error; will monitor future filings.
Employment Terms
| Provision | Overstrom Terms |
|---|---|
| Employment Agreement | PNC does not enter individual employment agreements with NEOs; executives serve at will . |
| Change‑of‑Control (CoC) | Double trigger for cash payments; 2x base salary plus 2x applicable bonus percentage; continued benefits; benefits reduced to avoid 280G excise tax if economically beneficial; 1‑year non‑solicit of officers; confidentiality obligations . |
| Estimated CoC Economics (as of 12/31/2024) | Cash severance $5,671,961; base salary $1,400,000; bonus $4,271,961; enhanced benefits $125,425; defined benefit $50,250; defined contribution $27,600; perqs $47,575; value of unvested equity $4,726,507; total $10,523,893 (assumes termination without cause at CoC) . |
| Equity Acceleration | Equity grants have double trigger; PSUs/RSUs payout mechanics tied to CET1 and service; detailed change‑in‑control treatment for RSUs, PSUs, PRSUs summarized (100% payout or pro‑rata subject to CET1 and timing; dividends cease accruing at CoC) . |
| Clawbacks | Dodd‑Frank recoupment (restatements) and PNC Clawback Policy (inaccurate metrics, detrimental conduct, risk actions, competitive activity); broad discretion for negative adjustments/forfeiture of unvested equity . |
| Severance Approval Policy | Shareholder approval required if severance exceeds 2.99x base + target bonus . |
Performance & Track Record
- Retail Banking execution: Opened/renovated 300+ branches; expanded mobile network to 22; record segment outcomes; launched PNC Cash Unlimited Visa Signature and Paze online checkout to enhance client experience .
- Corporate performance context (2024): Revenue $21.6B; net income $5.953B; diluted EPS $13.24; TBV/share $95.33; CET1 10.5%; annual TSR 29.4% .
- 2024 incentives above target reflect pay‑for‑performance across NEOs; Overstrom’s awarded incentive $5.3M (cash $2.3M; LTI $3.0M) vs $3.8M target .
Compensation Committee Analysis
- Peer group used for performance and compensation comparisons: BAC, COF, CFG, FITB, JPM, KEY, MTB, RF, TFC, USB, WFC (assets, revenue, market cap cited) .
- Independent compensation consultant: Meridian Compensation Partners advised HR Committee; management also engaged Willis Towers Watson and McLagan for market data; no conflicts identified .
- Program features: Pay for performance; multi‑metric evaluation; substantial equity with long deferral; clawbacks; no excise tax gross‑ups; no option repricing; double‑trigger equity on CoC; limited perquisites .
- Say‑on‑Pay: 2024 approval 94.25%; historical average ~94.74% (excluding 2023 which was 79.8% prompting outreach and disclosure enhancements) .
Investment Implications
- Alignment: High at‑risk pay (57% of Overstrom’s 2024 incentive in LTI) tied to multi‑year PSUs/RSUs with CET1 risk gates supports shareholder alignment and prudent risk culture .
- Retention risk: Meaningful unvested equity across 2022–2024 awards with scheduled vestings through 2028 reduces near‑term departure risk; CoC requires double trigger, further lowering immediate payout sensitivity .
- Trading signals: Upcoming RSU vest dates (Feb 2026/2027) and PSU performance periods (2024–2026) can create periodic equity settlements; monitor Form 4s around vesting for tax‑related transactions and potential net share dispositions (tool retrieval pending). Strong 2024 TSR and improved say‑on‑pay support investor confidence in pay‑for‑performance governance .