Robert Reilly
PNC FINANCIAL SERVICES GROUPAbout Robert Q. Reilly
Executive Vice President and Chief Financial Officer of PNC; the longest-tenured CFO in the peer group. He has 37 years of service at PNC and 22 years of credited pension service . In 2024, under his leadership, PNC delivered record revenue of $21.6B, net income of $6.0B, diluted EPS of $13.74, CET1 ratio of 10.5%, and a one-year TSR of more than 29% with ROE of 11.32% (top quartile vs peers) . Reilly drove disciplined expense management (noninterest expense down ~1% ex-FDIC), positive operating leverage, and exceeded the continuous improvement program (CIP) target of $450M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in the 2025 proxy | — | — | — |
[No disclosure in the 2025 DEF 14A]
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in the 2025 proxy | — | — | — |
[No disclosure in the 2025 DEF 14A]
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 700,000 | 700,000 | 700,000 |
| Stock Awards (grant-date fair value) | 8,821,108 | 2,750,146 | 2,887,690 |
| Non-Equity Incentive Plan Compensation (actual annual bonus paid) | 2,050,000 | 2,187,500 | 2,300,000 |
| All Other Compensation | 43,992 | 45,317 | 53,367 |
| Total | 11,615,100 | 6,138,860 | 6,348,004 |
2024 “All Other Compensation” breakdown: Perqs $18,640, ISP contributions $13,800, Insurance premiums $20,927; Total $53,367 .
Performance Compensation
2024 incentive targets vs awards:
| Component | Target (set in Feb 2024) | Awarded for 2024 Performance (granted/paid in Q1 2025) |
|---|---|---|
| Incentive Compensation Total | $6,000,000 | $6,800,000 |
| Annual Cash Incentive | $2,650,000 | $2,300,000 |
| Long-Term Equity Incentive | $3,350,000 | $4,500,000 |
Long-term incentive structure and 2024 grants (granted Feb 16, 2024 for 2023 performance; program design applies to 2025 grants for 2024 performance):
| Award | Grant Date | Target Units (#) | Max Units (#) | Grant-Date Fair Value ($) | Weighting of LTI | Metrics | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| PSUs | Feb 16, 2024 | 11,640 | 17,460 | 1,732,614 | 60% of LTI | Three-year average Adjusted ROE vs targets and three-year average Adjusted EPS growth rank vs peers; risk review may reduce | After 3-year performance period; payout 0–150% subject to CET1 risk gate and service |
| RSUs | Feb 16, 2024 | 7,760 | 7,760 | 1,155,076 | 40% of LTI | Time-based | One-third on each anniversary of grant date over 3 years; service and CET1 gate apply |
Program notes:
- PSUs/RSUs are granted under the shareholder-approved 2016 Incentive Award Plan .
- Equity awards include “double trigger” vesting on change-of-control (CoC): requires both a CoC and a qualifying termination; CET1 conditions apply to payout mechanics .
- 2024 pay mix for Reilly: 60% long-term incentive / 40% cash; incentive mix 66% LTI / 34% annual cash .
Equity Ownership & Alignment
Stock ownership and awards:
| Item | Detail |
|---|---|
| Beneficial common stock owned | 163,333 shares |
| Common stock units (payable in shares within 60 days) | 12,462 units |
| Total beneficially owned (shares + units) | 175,795 |
| Cash-payable common stock units | 2,859 |
| Shares/units vested in 2024 (value realized) | 17,873 shares; $2,655,639 |
Outstanding equity awards at 12/31/2024:
| Category | Count (#) | Market/Payout Value ($) |
|---|---|---|
| Non-vested RSUs (aggregate of listed tranches) | 13,162; 2,058 | $2,538,292; $396,885 |
| Equity incentive awards (unearned units) – PSUs | 10,424 | $2,010,268 |
| Equity incentive awards (unearned units) – PSUs (2024 grant) | 11,640 | $2,244,774 |
| Equity incentive awards (unearned units) – PRSUs (5-year TSR) | 35,363 | $6,819,755 |
| RSUs (2024 grant) | 7,760 | $1,496,516 |
Alignment policies:
- Executive stock ownership guideline: 25,000-share base requirement for NEOs (value $4,821,250 at $192.85), with ongoing retention of 25% of newly vested equity until retirement or departure; all NEOs in compliance at decision time .
- Hedging and pledging: Prohibited for directors, executive officers and covered employees; trading blackout and preclearance apply .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreements | PNC does not enter into individual employment agreements with NEOs; executives serve at will . |
| Clawback/Forfeiture | Broad clawback and forfeiture policy for detrimental conduct or inaccurate metrics; equity can be canceled for risk issues (supplemental to Dodd-Frank rules and listing standards) . |
| Change-of-Control (CoC) | Double trigger required; cash severance equals 2× annual base salary plus 2× bonus formula; continued benefits; no excise tax gross-ups; benefits may be cut to avoid 4999 excise tax if net-after-tax is higher . |
| Non-solicit/Confidentiality | CoC agreements prohibit employing/soliciting PNC officers for one year post-termination and restrict use/disclosure of confidential information . |
| Severance Policy | Board policy requires shareholder approval for severance >2.99× base + bonus . |
| Estimated CoC Benefits (as of 12/31/2024) | Cash severance: $5,918,486 (base $1,400,000; bonus $4,518,486) . Unvested equity value: $16,639,180 (RSUs $2,909,015; PSUs $6,365,820; PRSUs $7,364,345). Reduction amount to avoid excise tax: $(1,367,726). Total: $21,477,096 . |
| Retirement/Disability/Death Equity Treatment | Retirement-eligible NEOs continue equity awards per original schedule (with exceptions); disability/death have specified payouts; CET1 gates apply; detailed RSU/PSU payout rules outlined . |
| Pension/SERP | Present value of accumulated benefits: $4,426,148 (Qualified Pension $657,523; ERISA Excess $1,350,968; Supplemental Executive Retirement Plan $2,417,657). Credited service years: 22; actual PNC service: 37 years . |
| Deferred Compensation | Aggregate balances: SISP $1,803,477; DCP $5,649,676; total $7,453,153 . |
Compensation Structure vs Performance Metrics
Key pay-for-performance linkages:
- LTI mix and metrics: 60% PSUs (Adjusted ROE absolute target, relative Adjusted EPS growth vs peers), 40% RSUs; risk-based review can reduce awards; CET1 capital gate embedded .
- 2024 outcomes: PNC’s record revenue, top-quartile ROE, positive operating leverage, and >29% TSR supported above-target incentive awards for Reilly ($6.8M vs $6.0M target), with higher LTI portion reflecting long-term alignment .
Risk Indicators & Red Flags
- No excise tax gross-ups; severance >2.99× requires shareholder approval .
- No stock options outstanding; no option repricing permitted without shareholder approval .
- Hedging/short-selling/pledging of PNC securities prohibited; insider trading controls in place .
- Related person transactions controls via Audit/N&G; Regulation O credit controls for insiders .
Say-on-Pay & Shareholder Feedback
Item 3 seeks advisory approval of NEO compensation (Board recommendation: FOR); active engagement with ~280 investor meetings in 2024, with IR and senior leaders participating; feedback informs practices .
Equity Ownership & Vesting Schedules and Insider Selling Pressure
- Upcoming vesting cadence: RSUs from Feb 16, 2024 grant vest one-third on each anniversary (2025/2026/2027), creating periodic settlement windows; PSUs from the same grant vest after the three-year performance period ends (2026) subject to performance/CET1 gates .
- 2024 realized vesting: 17,873 shares vested with $2,655,639 value realized, indicating regular cadence but not unusual selling pressure; no options exercisable .
Compensation Peer Group and Benchmarking
- The HR Committee benchmarks targets with an independent consultant (Meridian) and market data adjusted for PNC’s total assets; 2024 target increases for Demchak and Reilly were justified by performance and market positioning .
Expertise & Qualifications
- As CFO, Reilly is described as an experienced, visible financial services CFO; leadership emphasized transparent communications and disciplined expense management leading to steady pretax pre-provision earnings growth and positive operating leverage in 2024 .
Investment Implications
- Strong alignment: High proportion of equity-based pay, CET1 gating, double-trigger CoC, clawbacks, and ownership/retention requirements tie Reilly’s wealth to long-term TSR and ROE/EPS performance—reducing agency risk and supporting shareholder alignment .
- Low near-term selling pressure: No options outstanding, structured RSU/PSU vesting over multi-year periods, and retention requirements mitigate opportunistic selling; 2024 vesting was routine .
- CoC economics: Estimated CoC value (~$21.5M incl. equity; cash ~$5.9M) with 4999 cut-back and no gross-ups reduces “golden parachute” risk; governance requires shareholder approval for outsized severance .
- Execution track record: 2024 operating leverage, top-quartile ROE/valuation, and exceeded CIP targets under Reilly’s finance leadership support confidence in continued value creation, particularly if macro tailwinds lift loan growth and noninterest income .