Robert Niblock

About Robert A. Niblock

Robert A. Niblock, age 62, is an independent director of The PNC Financial Services Group, Inc., serving since 2022. He holds a BS in Accounting from the University of North Carolina at Charlotte and is the former Chairman, President and CEO of Lowe’s Companies, Inc., with deep finance, audit, and retail operating expertise; the Board identifies him as a valuable financial expert with digital transformation experience . He currently serves on the Audit and Human Resources Committees of PNC .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member and Human Resources (Compensation) Committee member .
• Audit Committee met 11 times in 2024; Human Resources Committee met 8 times in 2024 .
• Independence: Determined independent under NYSE rules; PNC’s Board is 92% independent and regularly uses executive sessions of independent directors .
• Attendance: In 2024, each director attended at least 75% of meetings; average attendance was ~98.5%; all incumbent directors attended the 2024 annual meeting; the Board held 10 meetings including two strategic sessions .
• Audit Committee financial expert: The Board identified Audit Committee members, including Niblock, as “audit committee financial experts” per SEC rules (affirmed in the 2023 proxy) .

Fixed Compensation

PNC non‑employee director program (2024–2025 term):

• Board annual cash retainer: $105,000; Presiding Director retainer: $50,000 .
• Annual equity retainer: $170,000 in DSUs (vest immediately and settle in common stock at retirement/death; dividends reinvest as additional DSUs) .
• Committee chair/member retainers: Audit/Risk chair $30,000; HR/N&G/Tech/CR chair $25,000; Audit/Risk member $15,000; HR/N&G/Tech/CR member $10,000 (new for 2024–2025) .

Year-over-year: Niblock’s Fees Earned declined from $140,000 (2023) to $130,000 (2024) as the program transitioned away from meeting fees and standardized member retainers; stock award value remained consistent (~$169.9k) .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Financial/accounting/audit expertise; extensive public company CEO experience; digital operating transformation record; valued by PNC for financial and retail knowledge .
• Identified by PNC as an “audit committee financial expert” (2023 proxy) .

Equity Ownership

Ownership alignment and policies:

• Stock ownership guideline: ≥5x annual base retainer; all directors met the $525,000 threshold as of Dec 31, 2024 .
• Hedging/pledging: Directors are prohibited from hedging or pledging PNC securities; short‑selling and derivatives (outside compensation plans) are prohibited .

Insider Trades (Form 4 timeline; awards and deferrals)

Note: Quarterly phantom stock unit credits reflect deferrals of cash retainers into stock‑tracking accounts; the annual DSU awards reflect the equity retainer grants .

Governance Assessment

• Strengths

  • Independent director with audit committee financial expert designation; committee assignments align with expertise in audit and human resources oversight .
  • Strong engagement signals: very high board attendance across directors; robust committee cadence; executive sessions of independents .
  • Alignment: Significant stock/unit ownership, compliance with director ownership guidelines; prohibited hedging/pledging enhances investor alignment .

• Compensation governance

  • Director pay structure balanced with cash and equity; equity via DSUs vests immediately but settles at retirement/death, extending horizon alignment .
  • HR Committee independence and use of an independent consultant (Meridian) for executive pay; Willis Towers Watson provides benchmarking for director pay; no conflicts flagged by HR Committee .

• Shareholder feedback (context)

  • 2023 say‑on‑pay support was 79.8%; management increased engagement and reviewed program enhancements; while not directly tied to director pay, it reflects overall governance responsiveness .

• RED FLAGS

  • None disclosed specific to Niblock: no related‑party transactions beyond ordinary‑course relationships are itemized; hedging/pledging prohibited; board service on two other public companies appears within PNC’s guidelines on outside commitments (Board reviews if a director serves on more than three other public company boards) .
  • Monitor cumulative board commitments and audit committee service limits (Audit Committee members may not serve on more than three public company audit committees including PNC); no breach disclosed .

Overall, Niblock’s finance and operating background, committee placements, and ownership/deferral patterns support board effectiveness and investor alignment, with no material conflict disclosures in PNC’s proxy .