Senior Counsel--Executive Compensation

Position Overview At PNC, our people are our greatest differentiator and competitive advantage in the markets we serve. We are all united in delivering the best experience for our customers. We work together each day to foster an inclusive workplace culture where all of our employees feel respected, valued and have an opportunity to contribute to the company’s success. As a Senior Counsel within PNC's Corporate Governance organization, you will be based in Pittsburgh or Philadelphia, PA; Birmingham, AL; Washington, D.C or Cleveland, OH. · Provide legal advice to Human Resources, executives, and business partners on equity-based compensation, including the 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 and 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. PNC is an in-office company that fosters a supportive culture where employees can thrive and achieve balance. We encourage candidates to connect with their recruiter and hiring manager to understand workplace expectations and ensure the role aligns with their goals. PNC will not provide sponsorship for employment visas or participate in STEM OPT for this position. Job Description Performs significant and complex legal work while regularly interacting with management. Oversees legal research, analysis, consultation, and documentation within a framework of legal compliance and risk management. Responsible for managing the expense for outside counsel relationships, provides strategic direction on when to leverage outside counsel. Works with outside counsel combining their advice with analysis and feedback from internal stakeholders to provide practical guidance. Networks with outside organizations to advance legal interests and legal health of the corporation and its industry. PNC Employees take pride in our reputation and to continue building upon that we expect our employees to be: Customer Focused - Knowledgeable of the values and practices that align customer needs and satisfaction as primary considerations in all business decisions and able to leverage that information in creating customized customer solutions. Managing Risk - Assessing and effectively managing all of the risks associated with their business objectives and activities to ensure they adhere to and support PNC's Enterprise Risk Management Framework. Qualifications Successful candidates must demonstrate appropriate knowledge, skills, and abilities for a role. Listed below are skills, competencies, work experience, education, and required certifications/licensures needed to be successful in this position. Preferred Skills Legal Compliance, Legal Consulting, Legal Practices, Legal Risk, Regulatory Compliance, Risk Assessments Competencies Business Ethics, Decision Making and Critical Thinking, Effective Communications, Establishing and Maintaining Trust, External Resource Management, Influencing Through Expertise, Legal Analysis, Legal Function, Negotiating, Problem Solving Work Experience Roles at this level require a Juris Doctorate (J.D.) degree from an accredited law school and licensed to practice law in at least one jurisdiction. Industry-relevant experience is typically 8+ years. Education JD (Required) Certifications Active State License - Multiple Issuers Licenses No Required License(s) Pay Transparency Base Salary: $100,000.00 – $291,850.00 Salaries may vary based on geographic location, market data and on individual skills, experience, and education. This role is incentive eligible with the payment based upon company, business and/or individual performance. Application Window Generally, this opening is expected to be posted for two business days from 05/26/2026, although it may be longer with business discretion. Benefits PNC offers a comprehensive range of benefits to help meet your needs now and in the future. Depending on your eligibility, options for full-time employees include: medical/prescription drug coverage (with a Health Savings Account feature), dental and vision options; employee and spouse/child life insurance; short and long-term disability protection; 401(k) with PNC match, pension and stock purchase plans; dependent care reimbursement account; back-up child/elder care; adoption, surrogacy, and doula reimbursement; educational assistance, including select programs fully paid; a robust wellness program with financial incentives. In addition, PNC generally provides the following paid time off, depending on your eligibility: maternity and/or parental leave; up to 11 paid holidays each year; 9 occasional absence days each year, unless otherwise required by law; between 15 to 25 vacation days each year, depending on career level; and years of service. To learn more about these and other programs, including benefits for full time and part-time employees, visit pncthrive.com. Disability Accommodations Statement If an accommodation is required to participate in the application process, please contact us via email at View email address on click.appcast.io. Please include “accommodation request” in the subject line title and be sure to include your name, the job ID, and your preferred method of contact in the body of the email. Emails not related to accommodation requests will not receive responses. Applicants may also call View phone number on click.appcast.io and say "Workday" for accommodation assistance. All information provided will be kept confidential and will be used only to the extent required to provide needed reasonable accommodations. At PNC we foster an inclusive and accessible workplace. We provide reasonable accommodations to employment applicants and qualified individuals with a disability who need an accommodation to perform the essential functions of their positions. Equal Employment Opportunity (EEO) 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 categories protected by law. This position is subject to the requirements of Section 19 of the Federal Deposit Insurance Act (FDIA) and, for any registered role, the Secure and Fair Enforcement for Mortgage Licensing Act of 2008 (SAFE Act) and/or the Financial Industry Regulatory Authority (FINRA), which prohibit the hiring of individuals with certain criminal history. California Residents Refer to the California Consumer Privacy Act Privacy Notice to gain understanding of how PNC may use or disclose your personal information in our hiring practices. For nearly 160 years, PNC has strived to make a meaningful impact for our employees, customers, communities, and shareholders. We believe our success and positive reputation are built on open and honest dialogue, an unwavering focus on smart risk management, relationship-based customer service and community investments. Our inclusive workplace allows our employees to be heard, valued, and developed to do their best work. Being a great place to work means we are making a lasting difference for everyone we serve. Check out the top reasons to join PNC. PNC’s total rewards package includes things like time off, benefits, learning and career development, wellness programs, recognition and much more. The benefits and programs highlighted below are just a sampling of what PNC offers its employees. To learn more, visit our Total Rewards page. If you're not ready to apply yet, or you'd like to learn more about PNC, join the Talent Community to receive regular updates on what's happening at PNC and available career opportunities. Click to join!