Senior Counsel - Executive Compensation

Description:

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:

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