Mark Wiedman
PNC FINANCIAL SERVICES GROUPAbout Mark Wiedman
PNC’s Board appointed Mark Wiedman (age 54) as President of The PNC Financial Services Group, Inc. and PNC Bank, N.A., effective April 7, 2025; he reports to the CEO and oversees PNC’s primary operating lines and the Regional Presidents Office . Prior to PNC, he was a Senior Managing Director at BlackRock, where he led the Global Client Business (responsible for ~$11T in commercial relationships), previously headed International and Corporate Strategy, and grew iShares and Index Investments from ~$500B to ~$1.7T AUM as Global Head (2011–2019) . Early career included the U.S. Treasury (Senior Advisor to the Under Secretary for Domestic Finance) and building BlackRock’s Financial Markets Advisory and crisis-response mandates; he also led the creation of PennyMac in 2008 and served on its board (2008–2019) . While it is too early for tenure-specific TSR/revenue/EBITDA attribution at PNC, his incentive pay will be tied primarily to multi-year ROE and EPS-growth performance under PNC’s PSU framework, subject to rigorous risk-based adjustments (including CET1) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlackRock | Senior Managing Director; Head of Global Client Business | 2023–2025 | Led global commercial relationships/partnerships for ~$11T; drove organic growth and business transformation |
| BlackRock | Head of International and Corporate Strategy | 2019–2022 | Led growth and strategy beyond U.S.; enterprise-wide strategic initiatives |
| BlackRock | Global Head of iShares & Index Investments | 2011–2019 | Scaled iShares/Index from ~$500B to ~$1.7T AUM; built ETF leadership |
| BlackRock | Financial Markets Advisory (FMA); Crisis response | 2004–2009 | Built FMA; led emergency support to governments and financial institutions during the financial crisis |
| U.S. Treasury | Senior Advisor to Under Secretary for Domestic Finance | Pre-2004 | Policy/market expertise across capital markets and balance sheets |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PennyMac (PennyMac Financial/related entities) | Director | 2008–2019 | Joined during creation; board tenure through 2019 |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base salary | $700,000 per year | Offer letter effective April 7, 2025 |
| Signing bonus | $1,000,000 cash; payable in first month | Full repayment required if voluntary departure within 2 years of effective date |
| One-time equity (new hire) | RSUs $3,120,000; PSUs $2,080,000 (target); next grant opportunity post start | RSUs vest ratably over 3 years; PSUs cliff in Feb 2028 subject to risk and corporate performance metrics |
| 2025 annual incentive target (full-year) | $9,800,000 total; illustrative 35% cash / 65% equity mix | Prorated 2025 target: $7,350,000; cash target $2,231,250 (prorated); LT equity $5,118,750 (prorated). HR Committee can vary cash/equity split; grants follow IAP terms and restrictive covenants |
Performance Compensation
| Element | Metric | Weighting/Design | Targets/Range | Risk & Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| PSUs | 3-yr avg ROE (as adjusted, absolute) + 3-yr avg EPS growth (as adjusted, relative vs peer group) | Long-term incentive is equity-based split: PSUs 60% of LT value, RSUs 40% | 2025 PSU grid: ROE thresholds raised to 8.50% (threshold), 11.00% (target), 13.00% (max); relative EPS-growth at 25th/50th/75th percentile maps to 50–150% payout via bilinear interpolation; 0–150% overall | ||
| PSUs risk | Basel III CET1 ≥ minimum (7.0% referenced as minimum for risk metric review) | Each year of CET1 shortfall exposes 1/3 of PSUs to forfeiture; committee also has limited discretion for unusual adjustments; dividend equivalents adjust with payout | |||
| RSUs | Time-based | 40% of LT value; 0–100% payout of each tranche | Subject to same CET1 risk review; dividend equivalents paid with tranche | ||
| Annual incentive (cash) | Multi-factor review (financials, strategy execution, risk, customer, talent, leadership); no fixed weights | Committee determines outcome against target based on holistic assessment; avoids formulaic short-termism |
Equity Ownership & Alignment
| Topic | Details |
|---|---|
| Initial beneficial ownership (Form 3) | On joining, reported “No securities are beneficially owned.” (event date 04/07/2025; filed 04/16/2025) |
| Stock ownership guideline (President) | 50,000 shares; value $9,642,500 (at $192.85/share as of 12/31/2024); ongoing retention of 33% of newly vested equity; 6 years to comply; PSUs do not count until vested |
| Hedging/pledging | Hedging, pledging, short sales prohibited for executives/directors; trading subject to blackouts and preclearance |
| Options | PNC does not currently grant stock options; no repricing without shareholder approval |
Employment Terms
| Term | Key Provisions |
|---|---|
| Appointment & role | Appointed President Apr 3, 2025; effective Apr 7, 2025; reports to CEO; oversees major operating lines and Regional Presidents Office |
| Change-of-control (CoC) | Eligible to enter PNC’s standard CoC Employment Agreement (double-trigger cash; 2× base salary and 2× bonus percentage × base; no excise tax gross-ups; benefits continuation; equity governed by award terms) |
| Equity treatment on CoC | Double-trigger for executive officers; RSUs/PSUs governed by equity agreements; no single-trigger acceleration; PSUs generally pay at 100% for completed years if CET1 met; details per award terms |
| Executive Severance Plan (non-CoC) | Adopted Mar 21, 2025: 52 weeks base-salary continuation; prorated annual cash incentive at target for year of notice; 70% COBRA subsidy for 52 weeks; continued vesting for certain pre-Feb 1, 2025 awards; awards on/after Feb 1, 2025 governed by their terms; subject to release and covenants |
| Award design update (qualifying termination) | Feb 14, 2025 update: for Section 16 officers, upon qualifying termination without cause or for good reason, outstanding RSUs/PSUs continue to vest and pay out on original schedules/terms (subject to risk adjustments) |
| Restrictive covenants & clawbacks | Equity awards include restrictive covenants; severance agreements incorporate non-solicit/no-hire/confidentiality; broad clawback/forfeiture policy and Dodd-Frank recoupment; disclosure standards for any clawbacks |
| Perquisites/relocation | Limited perquisite philosophy; relocation assistance for transition to Pittsburgh; no tax gross-ups; shareholder approval policy for severance >2.99× base+target bonus |
Performance & Track Record
- Strategic transactions and public positioning (2025): As President, Wiedman articulated and is executing PNC’s coast-to-coast strategy. In Semafor, he called M&A an essential part of the toolkit and highlighted an expected 25% return on the $4.1B FirstBank deal, with synergy from elevating retail clients into private bank/commercial relationships . The 425/S&P Global article underscored FirstBank’s Colorado scale, pricing at ~2.3x tangible book (highest 2025 U.S. bank M&A), expanding PNC’s Colorado branches to ~120; Wiedman cited FirstBank’s low cost of funds (1.58%) and strong deposit franchise as key drivers .
Citations:
Say-on-Pay & Shareholder Feedback
- 2025 annual meeting say-on-pay: 93.05% For, 6.95% Against, 0.00% Abstain; strong support for PNC’s executive compensation program .
Investment Implications
- Pay-for-performance alignment: Wiedman’s package is heavily at-risk and equity-based, with PSUs tied to multi-year ROE and relative EPS growth and subject to CET1 risk gating and discretionary risk adjustments—supporting prudent growth and capital discipline .
- Retention risk vs. selling pressure: A $1.0M sign-on bonus has a 2-year clawback if he voluntarily departs, and equity vesting continues on qualifying terminations under updated award terms—reducing forced-selling pressure and improving retention through 2028 (PSU cliff) . Initial Form 3 shows zero holdings at start; ownership guidelines require accumulation to 50,000 shares over six years, with a 33% post-vest retention—alignment to long-term TSR without pledging/hedging .
- Change-in-control economics: Double-trigger CoC with 2× salary and 2× bonus multiple (no gross-ups) is shareholder-friendly vs. peers and constrained by a 2.99× severance policy; equity acceleration governed by award terms, reducing windfall risk .
- Execution and value creation: His BlackRock track record scaling iShares and leading global client/strategy roles, combined with assertive but disciplined bank M&A (FirstBank at 2.3x TBV with a forecast 25% return), suggests a growth-oriented operator attentive to funding/ROE constraints—positives for medium-term operating leverage, with integration and regulatory approvals as key execution risks .
Overall: Compensation design emphasizes multi-year ROE/EPS growth and capital discipline; policies prohibit pledging/hedging and require sizable share accumulation. Retention levers (continued vesting on qualifying termination, sign-on clawback) and shareholder safeguards (no gross-ups, 2.99× cap) are strong. Strategic posture under Wiedman (organic growth plus selective M&A) could be a catalyst, but performance realization will hinge on integration and sustaining CET1-driven risk thresholds.
References
- Appointment and compensation terms; background/age:
- Award design update on qualifying terminations:
- Executive Severance Plan (benefits; pre/post Feb 1, 2025 equity treatment):
- PSU/RSU metrics, weights, risk adjustments, target grid:
- Ownership guidelines; anti-hedging/pledging; insider trading controls:
- Change-of-control terms; double trigger; no gross-ups; 2.99× policy; equity treatment:
- Form 3 initial holdings (0):
- Say-on-pay results:
- FirstBank transaction strategy and returns; “coast-to-coast” bank narrative: