Senior Counsel-Executive Compensation

Position Overview As a Senior Counsel in PNC’s Corporate Governance organization, you will be based in one of the following locations: Pittsburgh or Philadelphia, PA; Birmingham, AL; Washington, D.C.; or Cleveland, OH. The role focuses on providing legal advice concerning equity‑based compensation, supporting executive compensation disclosure, and partnering with cross‑functional teams while managing outside counsel relationships. Responsibilities Provide legal advice to Human Resources, executives, and business partners on equity-based compensation, including design, implementation, and governance of incentive plans and programs. Draft, review, and negotiate equity compensation plans and award agreements and advise on applicable tax and securities law requirements (including IRC Section 409A), shareholder approval, and related disclosure obligations. Support executive compensation disclosure and governance processes, including preparation and review of Forms 8-K, S-8, and the Compensation Discussion & Analysis section of the proxy statement. Partner cross‑functionally with accounting, tax, and corporate/legal teams and help manage outside counsel. Perform significant and complex legal work while regularly interacting with management; oversee legal research, analysis, consultation, and documentation within a framework of compliance and risk management. Manage expense for outside counsel relationships, providing strategic direction on when to engage outside counsel, and integrate their advice with internal stakeholder input to give practical guidance. Network with outside organizations to advance legal interests and the legal health of the corporation and its industry. Qualifications Juris Doctorate (J.D.) from an accredited law school; licensed to practice law in at least one jurisdiction. Industry‑relevant experience of 8+ years. Legal skills: Legal compliance, legal consulting, legal practices, legal risk, regulatory compliance, risk assessments. Competencies: Business ethics, decision making and critical thinking, effective communication, establishing and maintaining trust, external resource management, influencing through expertise, legal analysis, legal function, negotiating, problem solving. Certifications: Active state license(s) – multiple issuers. Pay Base salary: $100,000.00 – $291,850.00. Pay is incentive eligible and based on company, business, and/or individual performance. Benefits Medical and prescription drug coverage (with Health Savings Account feature), dental and vision options. Employee and spouse/child life insurance; short‑term and long‑term disability protection. 401(k) with PNC match, pension and stock purchase plans. Dependent care reimbursement account; backup child/elder care; adoption, surrogacy, and doula reimbursement. Educational assistance, including select programs fully paid. Robust wellness program with financial incentives. Paid time off: maternity and/or parental leave; up to 11 paid holidays each year; 9 occasional absence days each year; 15–25 vacation days each year, depending on career level. Disability Accommodations If an accommodation is required to participate in the application process, please contact us by email at View email address on click.appcast.io or call View phone number on click.appcast.io and say "Workday." All information provided will be kept confidential and used only to provide needed reasonable accommodations. Equal Employment Opportunity PNC provides equal employment opportunity to qualified persons regardless of race, color, sex, religion, national origin, age, sexual orientation, gender identity, disability, veteran status, or other protected categories. This position is subject to the requirements of Section 19 of the Federal Deposit Insurance Act, the Secure and Fair Enforcement for Mortgage Licensing Act of 2008, and/or the Financial Industry Regulatory Authority, which prohibit hiring of individuals with certain criminal histories. California Residents: see California Consumer Privacy Act Privacy Notice regarding use or disclosure of personal information. #J-18808-Ljbffr PNC Financial Services Group, Inc.