Our Board of Directors (the Board) determines the number of directors to nominate for election.election to the Board. OurBy-laws contemplate a Board that rangesrange in the size of the Board from five to 36 directors. For thisthe annual meeting, ourthe Board fixed the number of directors to be elected at 13.12.

On August 10, 2017, the Board appointed Debra A. Cafaro to serve as a director. Ms. Cafaro was initially recommended as a director candidate by our CEO. On January 4, 2018, the Board appointed Linda R. Medler and Martin Pfinsgraff to serve as directors. Ms. Medler was initially recommended as a director candidate by our Presiding Director and Mr. Pfinsgraff was initially recommended as a director candidate by our CEO. Each of the candidates initially recommended by our CEO was reviewed with our Presiding Director, as Chair of the Nominating and Governance Committee. The Presiding Director concurred with each recommendation before the candidate, along with a pool of potential candidates provided by a third-party search firm, was evaluated by the Nominating and Governance Committee, and each candidate ultimately recommended for appointment by the Committee was reviewed by the Board. Each of Ms. Cafaro, Ms. Medler and Mr. Pfinsgraff are included as nominees for election to the Board at the annual meeting.

Each of the 1312 nominees currently serves on ourthe Board. Beginning on page 12, we include the following information for ourregarding the nominees:

The directors elected at the annual meeting will serve for one year, unless they leave the Board early. We do not stagger our elections—the entire Board will be considered for election at the 2017

annual meeting. If elected, each nominee will hold office until the next annual meeting of our shareholders, and until the election and qualification of his or her successor.

Each nominee consents to being named in this proxy statement and to serve if elected. OurThe Board has no reason to believe that any nominee will be unavailable or unable to serve as a director.

Charles E. Bunch

Age 68

		Charles E. Bunch Age 67 Director Since 2007 Experience, Qualifications, Attributes, or Skills Mr. Bunch is the retired Executive Chairman and former Chief Executive Officer of PPG

Director Since 2007

Experience, Qualifications, Attributes, or Skills

Charles E. Bunch is the retired Executive Chairman and former Chief Executive Officer of PPG Industries, Inc., a Pittsburgh-based global supplier of paints, coatings, optical products, specialty materials, chemicals, glass and fiberglass.

Mr. Bunch received an undergraduate degree from Georgetown University and an MBA from the Harvard Business School.

Mr. Bunch’s service as a public company CEO, his extensive management and finance experience, and his involvement in the Pittsburgh community add significant value to ourthe Board. In addition, Mr. Bunch brings regulatory and banking industry experience to ourthe Board as he formerly served as a Director and the Chairman of the Federal Reserve Bank of Cleveland, our principal banking regulator.

PNC Board Committee Memberships

Nominating and Governance Committee

Personnel and Compensation Committee

Public Company Directorships

ConocoPhillips

H.J. Heinz Company (until June 2013)

Marathon Petroleum Corporation

Mondelēz International, Inc.

PPG Industries, Inc. (until September 2016)

Debra A. Cafaro

Age 60

Director Since 2017

Experience, Qualifications, Attributes, or Skills

Debra A. Cafaro is Chairman of the Board and Chief Executive Officer of Ventas, Inc., an S&P 500 company that is a leading owner of seniors housing, healthcare, and research properties.

Building on an early career in law and her19-year tenure at Ventas, Ms. Cafaro is broadly engaged across business, public policy, andnon-profit sectors. She is Chair elect of the Real Estate Roundtable, is a member of the Business Council, and serves on the boards of the Economic and Executives’ Clubs of Chicago, University of Chicago, Chicago Infrastructure Trust, Chicago Symphony Orchestra, World Business Chicago and the management committee of the Pittsburgh Penguins.

Ms. Cafaro received a JD cum laude in 1982 from the University of Chicago Law School and a BA magna cum laude from the University of Notre Dame in 1979.

The Board values Ms. Cafaro’s extensive corporate leadership, knowledge, and experience. Her years of experience as a public company CEO in the financial sector provide insight into the oversight of financial and accounting matters. Her vision as a strategic thinker adds depth and strength to the Board in its oversight of PNC’s continued growth. The Board also values Ms. Cafaro’s active involvement in the Chicago and Pittsburgh communities.

PNC Board Committee Memberships

Audit Committee

Public Company Directorships

Ventas, Inc.

Weyerhaeuser Company (until February 2016)

		Marjorie Rodgers Cheshire Age 48 Director Since 2014 Experience, Qualifications, Attributes, or Skills Marjorie Rodgers Cheshire Age 49 Director Since 2014 Experience, Qualifications, Attributes, or Skills Marjorie Rodgers Cheshire is President and Chief Operating Officer of A&R Development Corp. A&R is President and Chief Operating Officer of A&R Development

Corp., a diversified real estate development organization focused on the Baltimore and Washington markets. A&R’s portfolio includes residential, commercial, andmixed-use developments, ranging in value from $1 million to $152 million,million. In its history, A&R has developed 50 projects with an aggregate value of more than $900 million.

Prior to joining A&R, Ms. Cheshire spent many years in the media and sports industries. Her most recent position was as Senior Director of Brand & Consumer Marketing for the National Football League. Prior to that, Ms. Cheshire held positions as Vice President of Business Development for Oxygen Media, Director and Special Assistant to the Chairman & CEO of ESPN, and Manager of Strategic Marketing for ABC Daytime. Ms. Cheshire also worked as a consultant with The Boston Consulting Group, a strategic consulting firm serving Fortune 500 companies.

Ms. Cheshire hasreceived a BS in Economics from the Wharton School of the University of Pennsylvania and an MBA from the Stanford University Graduate School of Business. She is a Trustee of Baltimore Equitable Insurance, Baltimore School for the Arts, Johns Hopkins Bayview Medical Center, and Johns Hopkins Hospital.

OurThe Board values Ms. Cheshire’s executive management experience and her background in real estate, marketing, and media, as well as her involvement in the Baltimore community and her familiarity with this important market for PNC.

PNC Board Committee Memberships

Audit Committee

Risk Committee

Special Compliance CommitteeSubcommittee (Chair)

Public Company Directorships

None

12    THE PNC FINANCIAL SERVICES GROUP, INC. - 20172018 Proxy Statement

William S. Demchak

Age 55

		William S. Demchak Age 54 Director Since 2013 Experience, Qualifications, Attributes, or Skills Mr. Demchak is Chairman, President and Chief Executive Officer of The PNC Financial

Director Since 2013

Experience, Qualifications, Attributes, or Skills

William S. Demchak is Chairman, President and Chief Executive Officer of The PNC Financial Services Group, Inc., one of the largest diversified financial services companies in the United States. Mr. Demchak joined PNC in 2002 as chief financial officer. In July 2005, he was named head of PNC’s Corporate & Institutional Banking segment responsible for PNC’s middle market and large corporate businesses, as well as capital markets, real estate finance, equity management, and leasing. Mr. Demchak was promoted to senior vice chairman in 2009, named head of PNC businesses in August 2010, elected president in April 2012 and chief executive officer in April 2013, and appointed chairman in April 2014.

Before joining PNC in 2002, Mr. Demchak served as the Global Head of Structured Finance and Credit Portfolio for JPMorgan Chase. He also held key leadership roles at JPMorgan prior to its merger with the Chase Manhattan Corporation in 2000. He was actively involved in developing JPMorgan’s strategic agenda and was a member of the company’s capital and credit risk committees.

Mr. Demchak is a director of BlackRock, Inc. He is a member of the Board of The Financial Services Roundtable. In addition, he serves on the boards of directors of the Extra Mile Education Foundation and the YMCA of Pittsburgh. He is Vice-ChairChairman of the Allegheny Conference on Community Development, Chairman of The Clearing House, and a member of the Board of the Pittsburgh Cultural Trust.Trust, and a member of The Business Council. Mr. Demchak also is the Chair of the Advisory Committee of Envision Downtown.

Mr. Demchak received a Bachelor of Science degreeBS from Allegheny College and earned an MBA with an emphasis in accounting from the University of Michigan.

The Board believes that the current CEO should also serve as a director. Under the leadership structure discussed elsewhere in this proxy statement, aCEO-director acts as a liaison between directors and management, and assists the Board in its oversight of the company. Mr. Demchak’s experiences and strong leadership provide ourthe Board with insight into the business and strategic priorities of PNC.

PNC Board Committee Memberships

Executive Committee

Risk Committee

Public Company Directorships

BlackRock, Inc.

		Andrew T. Feldstein Age 52 Director Since 2013 Experience, Qualifications, Attributes, or Skills Mr. Feldstein is the Chief Executive Officer and Co-Chief Investment Officer of

Andrew T. Feldstein

Age 53

Director Since 2013

Experience, Qualifications, Attributes, or Skills

Andrew T. Feldstein  is  the  Chief  Executive Officer and Chief Investment Officer of BlueMountain Capital Management, a leading alternative asset manager with $22$20 billion in assets under management and approximately 238245 professionals worldwide. Mr. Feldstein is the Chair of the firm’s Management Committee and a member of the Investment and Risk Committees.

Prior toco-founding BlueMountain in 2003, Mr. Feldstein spent over a decade at JPMorgan where he was a Managing Director and served as Head of Structured Credit; Head of High Yield Sales, Trading and Research; and Head of Global Credit Portfolio. Mr. Feldstein is a Trustee of Third Way, a public policy think tank; a Trustee of the Santa Fe Institute, an independent research and education center; and a member of the Harvard Law School Leadership Council.

Mr. Feldstein received an undergraduate degreea BA from Georgetown University and a JD from Harvard Law School.

OurThe Board values Mr. Feldstein’s extensive financial and risk management expertise. As founder and CEO of BlueMountain Capital and through his senior management positions at JPMorgan, Mr. Feldstein has built a reputation for innovation and significant insight into risk management. The boardBoard believes that these skills are particularly valuable to its effective oversight of risk management and will also be a valuable resource to PNC as it continues to grow its business and strengthen its balance sheet.

PNC Board Committee Memberships

Executive Committee

Personnel and Compensation Committee

Risk Committee (Chair)

TechnologyCompliance Subcommittee

Public Company Directorships

None

 

		Daniel R. Hesse Age 63   Age 64 Director Since 2016 Experience, Qualifications, Attributes, or Skills Daniel R. Hesse is the former President and Chief Executive Officer of Sprint Corporation, one of the United States’ largest wireless carriers.

Mr. Hesse received a bachelor’s degreeBA from the University of Notre Dame, an MBA from Cornell University, and aan MS from Massachusetts Institute of Technology where he was awarded the Brooks Thesis prize.Prize.

Mr. Hesse brings extensive corporate leadership experience to ourthe Board, having served in a variety of executive positions, including as CEO of Sprint Corporation. His years of experience in the wireless communications industry provide insight into the dynamic and strategic issues overseen by the Board. The broad spectrum of technological issues in this industry give him a strong understanding to assist the Board in its oversight of technological issues.

PNC Board Committee Memberships

Risk Committee

Technology Subcommittee

Public Company Directorships

Akamai Technologies, Inc.

THE PNC FINANCIAL SERVICES GROUP, INC. - 20172018 Proxy Statement    13

Richard B. Kelson

Age 71

		Kay Coles James Age 67 Director Since 2006 Experience, Qualifications, Attributes, or Skills Ms. James is President and Founder of The Gloucester Institute, Director Since 2002 Experience, Qualifications, Attributes, or Skills Richard B. Kelson is the Chairman, President and Chief Executive Officer of ServCo, LLC, a non-profit organization that trains and nurtures leaders in the

African-American community.

From 2001 to 2005, she served as director of the U.S. Office of Personnel Management, where she was President George W. Bush’s principal human resources advisor.

She has also provided consulting services as a former Senior Partner in The J.C. Watts Companies.

Ms. James received an undergraduate degree from Hampton University.

Having supervised the management of thousands of federal employees, Ms. James understands large-scale human resources operations. Our Board values these senior-level federal government and regulatory experiences, Ms. James’ experience as former Chair of the Nominating and Governance Committee and the Compensation Committee at AMERIGROUP Corporation, and her leadership of a non-profit organization in the Greater Washington, D.C. area, a significant market for PNC.

PNC Board Committee Memberships

Nominating and Governance Committee

Risk Committee

Public Company Directorships

AMERIGROUP Corporation (until 2012)

Magellan Health, Inc.

		Richard B. Kelson Age 70 Director Since 2002 Experience, Qualifications, Attributes, or Skills Mr. Kelson is the Chairman, President and Chief Executive Officer of ServCo, LLC, a

strategic sourcing and supply chain management company. He has also served as an Operating Advisor with Pegasus Capital Advisors, L.P., a private equity fund manager.

Mr. Kelson retired in 2006 as Chairman’s Counsel for Alcoa, a leader in the production and management of primary aluminum, fabricated aluminum, and alumina. At Alcoa, he served as a member of the executive council, the senior leadership group for the company. From 1994 to 1997, Mr. Kelson served as Alcoa’s General Counsel. From 1997 through 2005, he served as Alcoa’s Chief Financial Officer.

Mr. Kelson received an undergraduate degreea BA from the University of Pennsylvania, and a law degreeJD from the University of Pittsburgh.

Mr. Kelson’s service as a public company CFO and his designation as an “audit committee financial expert” assist the Board and Audit Committee with the oversight of financial and accounting issues. His financial background provides strong leadership of our Audit Committee as its Chair. The Board also values Mr. Kelson’s executive management experience and his background as a public company general counsel, although he does not serve in a legal capacity or provide legal advice to PNC or ourthe Board.

PNC Board Committee Memberships

Audit Committee (Chair)

Executive Committee

Personnel and Compensation Committee

Special Compliance CommitteeSubcommittee

Public Company Directorships

ANADIGICS, Inc. (until March 2016)

Commercial Metals Company (Lead Director)

Ingevity Corporation (Non-Executive(Non-Executive Chairman of Board)

MeadWestvaco Corp. (until July 2015)

14    THE PNC FINANCIAL SERVICES GROUP, INC. - 20172018 Proxy Statement

Martin Pfinsgraff

Age 63

		Jane G. Pepper Age 71 Director Since 1997 Experience, Qualifications, Attributes, or Skills In June 2010, Ms. Pepper retired as the President of The Pennsylvania Horticultural Society (PHS), a non-profit organization, and America’s first horticultural society.

Ms. PepperDirector Since 2018

Experience, Qualifications, Attributes, or Skills

Martin Pfinsgraff retired as Senior Deputy Comptroller  Large  Bank  Supervision  of  the Office of the Comptroller of the Currency (OCC) in February 2017. He held the position of Deputy Comptroller for Credit and Market Risk from 2011 to 2013. Mr. Pfinsgraff served on the Executive Committee of the OCC and as a member of the Senior Supervisors Group, an international committee comprised of supervisors from 10 Organisation for EconomicCo-operation and Development member countries and the European Central Bank.

Prior to his career with the OCC, Mr. Pfinsgraff held various positions from 2000 to 2009 at iJet International, a provider of operating risk management solutions, including Chief Operating Officer and Chief Financial Officer. Mr. Pfinsgraff held various positions with Prudential Securities from 1989 through 2000, the latest of which was President Capital Markets, Prudential Securities from 1997 to 2000.

Mr. Pfinsgraff received undergraduatea BBA in Psychology from Allegheny College and graduate degreesan MBA from Harvard Business School.

The Board values Mr. Pfinsgraff’s leadership experience as well as his extensive knowledge of the Universityfinancial services industry and the regulatory requirements applicable to the industry. His experience in banking regulation, risk management, and finance, along with his years of Delaware.

Ms. Pepper brings a diverse set of experiences to our Board, beginning with her management experience at PHS. For 30 years, Ms. Pepper led this Philadelphia-based organization, supervising over 100 employees, and executing a strategic plan with a vision of sustainability and community impact. Beyond thisexecutive leadership, provide the Board appreciates her insights as PNC continueswith additional skills to expand our own environmentally conscious initiatives.

Ms. Pepper brings additionaloversee complex regulatory, risk management, and banking industry experience to our Board, having formerly served as a director and the Chairwoman of the Federal Reserve Bank of Philadelphia.financial matters.

PNC Board Committee Memberships

Audit Committee

Risk Committee

Special Compliance Committee (Chair)

Public Company Directorships

None

Donald J. Shepard

 

		Age 71 Director Since 2007 Experience, Qualifications, Attributes, or Skills Donald J. Shepard Age 70 Director Since 2007 Experience, Qualifications, Attributes, or Skills Mr. Shepard is the retired Chairman of the Executive Board and Chief Executive Officer of AEGON N.V., a large life  insurance  and  pension  company.

Mr. Shepard received a master’s degree in business administrationan MBA from the University of Chicago.

Mr. Shepard joined ourthe Board following PNC’s acquisition of Mercantile Bankshares Corporation. He joined the Mercantile Board of Directors in 1992.

Mr. Shepard’s service as the CEO of a large, international public company, particularly a company in the financial services sector, gives him insights into many issues facing PNC, and supports the Board’s ability to oversee complex and dynamic issues. Mr. Shepard’s duties and experiences at AEGON also assist ourthe Board with its oversight of financial and risk issues. OurThe Board also values Mr. Shepard’s experience on the board of a public company in the banking business and his familiarity with the Baltimore community.

PNC Board Committee Memberships

Audit Committee

Executive Committee (Chair)

Nominating and Governance Committee (Chair)

Risk Committee

Public Company Directorships

CSX Corporation (until June 2017)

The Travelers Companies, Inc.

		Lorene K. Steffes Age 71 Director Since 2000 Experience, Qualifications, Attributes, or Skills Ms. Steffes Michael J. Ward Age 67 Director Since 2016 Experience, Qualifications, Attributes, or Skills Michael J. Ward is an independent business advisor with executive, business management and technical expertise in the telecommunications

and information technology industries. She formerly served as Vice President and General Manager, Global Electronics Industry, for IBM, an information technology company. Ms. Steffes also served as the Presidentformer Chairman and Chief Executive Officer of TransarcCSX Corporation, a software development firm, which was later acquired by IBM.

Ms. Steffes received undergraduate and master’s degrees from Northern Illinois University.

Our Board values Ms. Steffes’s managerial experiences throughout the technology industry, including as a chief executive. Her wide array of experiences in this industry and her understanding of operational and technological issues assist the Board in its oversight of technological and cyber security, which have become increasingly important for large, complex banking organizations.

PNC Board Committee Memberships

Risk Committee

Technology Subcommittee (Chair)

Public Company Directorships

RadiSys Corporation (until September 2015)

		Dennis F. Strigl Age 70 Director Since 2001 Experience, Qualifications, Attributes, or Skills Mr. Strigl served as the President and Chief Operating Officer of Verizon Communications

Inc., one of the world’s leading providers of communications services, until his retirement in December 2009. Prior to that, he was the President and Chief Executive Officer of Verizon Wireless, a joint venture controlled by Verizon.

Mr. Strigl received an undergraduate degree from Canisius College and a master’s degree in business administration from Fairleigh Dickinson University.

Our Board values Mr. Strigl’s service as a senior executive at a large public company, and his former executive management expertise as the CEO of Verizon Wireless. His management of a large workforce at Verizon informs his judgment as the Chair of our Personnel and Compensation Committee and gives him a strong understanding of human resources and compensation matters. Mr. Strigl’s additional responsibility for internal functional services, such as finance and real estate, adds depth and experience to the Board’s ability to oversee the operations of our company.

PNC Board Committee Memberships

Executive Committee

Nominating and Governance Committee

Personnel and Compensation Committee (Chair)

Technology Subcommittee

Public Company Directorships

ANADIGICS, Inc. (until March 2016)

Eastman Kodak Company (until September 2013)

Nokia Corporation (May 2014 to May 2015)

Tellabs, Inc. (until December 2013)

THE PNC FINANCIAL SERVICES GROUP, INC. - 2017 Proxy Statement    15

ELECTION OF DIRECTORS (ITEM 1)

		Michael J. Ward Age 66 Director Since 2016 Experience, Qualifications, Attributes, or Skills Michael J. Ward is the Chairman and Chief Executive Officer of CSX Corporation, one of the world’s largest railroad companies.

Mr. Ward received a bachelor’s degreeBS from the University of Maryland and an MBA from the Harvard Business School.

Mr. Ward has extensive operations, sales, marketing, and finance experience from his various management roles with CSX and its subsidiaries. As a public company CEO with years of corporate leadership experience in a regulated industry, he brings knowledge and insight to the Board in its oversight of complex issues. His management of an executive team and a large group of employees adds value to his oversight of compensation issues.

PNC Board Committee Memberships

Nominating and Governance Committee

Personnel and Compensation Committee

Public Company Directorships

CSX CorporationAshland Inc. (until September 2016)

Ashland Global Holdings, Inc.

CSX Corporation (until March 2017)

		THE PNC FINANCIAL SERVICES GROUP, INC. - 2018 Proxy Statement    15 ELECTION OF DIRECTORS (ITEM 1) Gregory D. Wasson Age 59 Director Since 2015 Experience, Qualifications, Attributes, or Skills Gregory D. Wasson is the former President and Chief Executive Officer of Walgreens Boots Alliance, a globalpharmacy-led health and wellbeing enterprise. Age 58 Director Since 2015 Experience, Qualifications, Attributes, or Skills Gregory D. Wasson is the former President and Chief Executive Officer of Walgreens Boots Alliance, a global pharmacy-led health and wellbeing enterprise.

Mr. Wasson received a bachelor’s degreeBS from Purdue University in Pharmaceutical Science.

Mr. Wasson has extensive operational and executive management experience at a complex organization with a large, diverse workforce. Mr. Wasson brings anin-depth knowledge of the retail industry and insight into the consumer experience. His background of leading a company with thousands of retail locations in an industry that, like banking, is undergoing rapid transformation will provide insight that benefits PNC as we work on our strategic priorities. His service as a public company CEO and his designation as an “audit committee financial expert” assist the Board and Audit Committee with the oversight of financial and accounting issues.

PNC Board Committee Memberships

Audit Committee

Technology Subcommittee

Public Company Directorships

AmerisourceBergen Corporation (until January 2015)

Verizon Communications Inc.

16    THE PNC FINANCIAL SERVICES GROUP, INC. - 20172018 Proxy Statement

OurThe Board is committed to maintaining strong corporate governance practices. Through the Nominating and Governance Committee, the Board evaluates its corporate governance policies and practices against evolving best practices. This section highlights some of our corporate governance policies and practices. Please seeSeewww.pnc.com/corporategovernance for additional information about corporate governance at PNC, including:

Three of our current directors, Jane G. Pepper, Lorene K. Steffes, and Dennis F. Strigl, reach the mandatory retirement age of 72 in connection with the annual meeting and are not nominated for election as directors. As part of its continuing efforts to provide for director succession and strong Board composition in light of these anticipated retirements, on August 10, 2017, the Board appointed Debra A. Cafaro to serve as a director

and on January 4, 2018, the Board appointed Linda R. Medler and Martin Pfinsgraff to serve as directors, in each case upon the recommendation of the Nominating and Governance Committee.

In addition, Kay Coles James resigned from the Board effective following the February 15, 2018 meeting of the Board due to a change in Ms. James’ principal occupation.

OurThe Board has approved corporate governance guidelines. Our Board’s Nominating and Governance Committee reviews the corporate governance guidelines at least once a year. Any changes recommended by the Committee are approved by the Board. The guidelinesthat address important principles adopted by the Board, including:

The Nominating and Governance Committee reviews the corporate governance guidelines at least once a year. Any changes recommended by the Committee are approved by the Board.

Based on an assessment of its current needs and composition, as well as the composition, skills and qualifications of the directors, the Board believes that the appropriate Board leadership structure should include the following attributes:

The Board’s current leadership structure includes all three attributes. The Board has not adopted a policy with respect to separating the Chairman and CEO positions. The Board believes that the leadership

structure should be flexible enough to accommodate different approaches based on an evaluation of relevant facts and circumstances. The Board considers its structure and leadership each

Shareholders and other interested parties who wish to communicate with the Board, of Directors, any director (including the Presiding Director), thenon-management or independent directors as a group, or any Board committee may send either (1) an email to corporate.secretary@pnc.com or (2) a letter to the following address:

The Corporate Secretary will forward the email communication to the appropriate director(s) named. The Corporate Secretary may elect not to forward communications that she believes are: (i) a commercial, charitable, or other solicitation; (ii) a

complaint about PNC products or services that would be customarily handled in the ordinary course of business; (iii) abusive, improper, or otherwise irrelevant to the Board’s duties and responsibilities; or (iv) subject to the policies or procedures that specify the proper handling of a communication that addresses such subject matter.

The Corporate Secretary will not open the written communication addressed to the Board, of Directors, any director (including the Presiding Director), or group of directors, thenon-management or independent directors as a group, or any Board committee. The Corporate Secretary will forward the communication to the Presiding Director who will determine how to respond. Depending on the content, the Presiding Director may forward the communication to a PNC employee, a third party, another director, a Board committee, or the full board.Board.

PNC has adopted, and the Audit Committee has approved, a Code of Business Conduct and Ethics that applies generally to all employees and directors.

OurThe Code of Business Conduct and Ethics addresses these important topics, among others:

The Code of Business Conduct and Ethics is available on our website atwww.pnc.com/corporategovernance. Any shareholder may also request a free printed copy by writing to our Corporate Secretary at the address givenprovided on page 17.

We intend that this code satisfiesOur adoption of the SEC’sCode of Business Conduct and Ethics is intended to satisfy the Securities and Exchange Commission’s (SEC) requirement to adopt a code that applies to a company’s CEO and senior financial officers. Our Board’sThe Audit Committee must approve any waivers of or exceptions to code provisions forgranted to our directors or executive officers. We will post on our website any future amendments to, or waivers from, a provision of the Code of Business Conduct and Ethics that applies to any of our directors or executive officers (including our Chairman and CEO, CFO, and Controller).

PNC has also adopted, and ourthe Audit Committee has approved, Ethics Guidelines for Directors to supplement the PNC Code of Business Conduct and Ethics.

All of our new directors undergo a director orientation and education program. In addition to written materials provided to new directors,in-person orientation sessions are held forwith each new director. In-person orientationThesein-person sessions generally include meetings with members of senior management to familiarize

new directors with PNC’sour strategic plans, its significant financial, accounting, and risk management issues, its capital markets activities, its compliance programs, itsregulatory and legal matters, the Code of Business Conduct and Ethics and related policies, its principal officers, itsand internal and independent auditors, andas

well as specific matters related to the Board committees or subcommittees to which a new director has been appointed.

requirements, and other relevant topics identified by the boardBoard and management. ItThe continuing education program is provided through a combination ofin-person sessions and coordination of attendance by directors at outside seminars relevant to the duties of a director. Thein-person sessions may be held in connection with, or as part of, a meeting of the Board or a Board committee.

OurThe Board currently has five standing committees. Four of theseThe four primary standing committees—Audit, Nominating and Governance, Personnel and Compensation, and Risk—meet on a regular basis. The Executive Committee, meets as needed andwhich is composed of our Chairman and CEO and the chairs of our otherthe four primary standing committees.committees, meets as needed. The Executive Committee may act on behalf of the Board and reports regularly to the full Board. Our Presiding Director chairs the Executive Committee, which did not meet in 2016.2017.

OurBy-laws authorize the Board to create other committees. Unless provide that, unless otherwise stated in its charter,

strong compliance risk management culture. OurBy-laws also authorize the Board in its oversight and reporting responsibilities under certain regulatory consent orders.

Audit Committee

		Chair		Other members:
		Richard B. Kelson		Debra A. Cafaro
				Marjorie Rodgers Cheshire
				Martin Pfinsgraff
				Donald J. Shepard
				Gregory D. Wasson

The Audit Committee consists entirely of directors who are independent as defined in the NYSE’s corporate governance rules and in theSEC regulations of the Securities and Exchange Commission related to audit committee members. When ourthe Board meets on April 25, 201724, 2018 to organize its committees, only independent directors will be appointed to the Committee.

The Board has determined that each Audit Committee member is financially literate and that at least two members possess accounting or related financial management expertise. The Board made these determinations in its business judgment, based on its interpretation of the NYSE’s requirements for audit committee members. Acting on the recommendation of the Nominating and Governance Committee, the Board of Directors determined that each of Mr. Kelson and Mr. Wasson are eachis an “audit committee financial expert,” as that term is defined by the SEC.

Our Board most recently approved the charter of the Audit Committee on November 17, 2016, and it is available on our website.

The Audit Committee satisfies the requirements of SEC Rule10A-3, which includesaddresses the following topics:

The Board most recently approved the charter of the Audit Committee on November 14, 2017, and it is available on our website atwww.pnc.com/corporategovernance.

The Audit Committee’s primary purposes are to assist the Board by:

At eachin-person meeting of ourthe full Board, the Chair of the Audit Committee presents a report of the items discussed and the actions approved at previous meetings.meetings of the Committee.

The Audit Committee’s responsibility is one of oversight. Our management is responsible for preparing our consolidated financial statements, for maintaining internal controls, and for our compliance with laws and regulations, and the independent auditors are responsible for auditing our consolidated financial statements.

The Audit Committee typically reviews and approves the internal and external audit plans.

The Audit Committee has the authority to retain independent legal, accounting, economic, or other advisors. The Committee is directly responsible for the selection, appointment, compensation, and oversight of our independent auditors (including the resolution of any disagreements that may arise between management and the auditors regarding financial reporting if disagreements occur)reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditors report directly to the Committee. We describe the role of the Committee in regardas it relates to the independent auditors, including consideration of the rotation of the independent audit firm, in more detail on page 80. For84

With respect to work performed by the independent auditors, the Audit Committee mustpre-approve all audit engagement fees and terms, as well as all permittednon-audit engagements. The Committee (or its delegate)pre-approves all audit services, audit-related services, and permittednon-audit services. The Committee also considers whether providing audit services, audit-related services, and permittednon-audit services will impair the auditors’ independence. We describe the Committee’s procedures for thepre-approval of audit services, audit-related services, and permittednon-audit services on page 85

We describe the Committee’s procedures for the pre-approval of audit services, audit-related services, and permitted non-audit services on page 81. The Audit Committee receives routine reports on finance, reserve adequacy, ethics, and internal and external audit.

The Audit Committee hasalso appoints our General Auditor, who leads our internal audit function and reports directly to the authority to retain independent legal, accounting, economic, or other advisors.Committee. The Committee holds regular executive sessions with our management, the General Auditor, the Chief Ethics Officer, and the independent auditors. The independent auditors report directly to the Committee. The Committee annually reviews with the CEO the General Auditor succession plan. The Committee appoints our General Auditor, who leads PNC’s internal audit function and reports directly to the Committee. The Committee reviews the performance and approves the compensation of ourthe General Auditor.Auditor, and annually reviews the General Auditor succession plan with the CEO.

Under our corporate governance guidelines, Audit Committee members may serve on the audit committeecommittees of no more than three public companies at the same time, including PNC.

The Audit Committee has approved the report on page 8286 as required under its charter and in accordance with SEC regulations.

Nominating and Governance Committee

		Chair		Other members:
	Donald J. Shepard		Other members:   Charles E. Bunch
			Kay Coles James
			Dennis F. Strigl
			Michael J. Ward

The Nominating and Governance Committee consists entirely of independent directors. When ourthe Board meets on April 25, 2017,24, 2018 to organize its committees, only independent directors will be appointed to the Nominating and Governance Committee.

OurMr. Strigl will not stand forre-election to the Board at the annual meeting and, following the annual meeting, will no longer be a member of the Nominating and Governance Committee.

The Board most recently approved the charter of the Nominating and Governance Committee on November 17, 2016,14, 2017, and it is available on our website.website atwww.pnc.com/corporategovernance.

At eachin-person meeting of ourthe full Board, the Chair of the Nominating and Governance Committee presents a report of the items discussed and the actions approved at previous meetings.meetings of the Committee. The primary purpose of ourthe Nominating and Governance Committee is to assist ourthe Board in promoting the best interests of PNC and its shareholders through the implementation of sound corporate governance principles and practices. The Committee also assists the Board by identifying individuals qualified to become Board members. The Committee recommends to the Board the director nominees for each annual meeting of shareholders, and may also recommend the appointment of qualified individuals as directors between annual meetings.

In addition to conducting its annual committee self-evaluation, the Nominating and Governance Committee oversees the annual evaluation of the performance of the Board and other Board committees and reports to the Board on the evaluation results as necessary or appropriate. The Committee also annually reviews and recommends any changes to the Executive Committee charter.

How we evaluate directors and director candidates. At least annually, the Nominating and Governance Committee assesses the skills, qualifications, and experience of our directors and recommends a slate of director nominees to the Board. From time to time, the Committee also considers whether to change the composition of ourthe Board. In evaluating existing directors or new director candidates, the Committee assesses the needs of the Board and the qualifications of the individual. Please seeSee the discussion on pages 12 to 16 for moreadditional information onregarding each of our current director nominees.

OurThe Board and its committees must satisfy SEC, NYSE, and banking regulatory standards. At least a majority of our directors must be independent under the NYSE standards; however, ourstandards. Our corporate governance guidelines impose a more rigorous standard and require that a substantial majority (at least 2/3) of our directors be independent. We require a sufficient number of independent directors to satisfy the membership needs of Board committees that also require independence.

Beyond that, theThe Nominating and Governance Committee expects directors to gain a sound understanding of our strategic vision, our mix of businesses, and our approach to regulatory relations and risk management. The Board must possess a mix of qualities and skills adequate to address the various risks facing PNC. For a discussion of ourthe Board’s oversight of risk, please see the section entitledCorporate Governance—Board committees—Risk Committee beginning on pages 27 and 28.page 27.

The Nominating and Governance Committee has not adopted any specific minimum qualifications for director candidates. When evaluating each director, as well as new director candidates for nomination, the Committee considers the following Board-approved criteria:

Personnel and Compensation Committee

		Chair		Other members:
	Dennis F. Strigl		Other members:   Charles E. Bunch
			Andrew T. Feldstein
			Richard B. Kelson
			Michael J. Ward

The Personnel and Compensation Committee consists entirely of independent directors. The Committee membership is intended to satisfy the independence standards established by applicable federal income tax and securities laws, as well as NYSE standards. When ourthe Board meets on April 25, 2017,24, 2018 to organize its committees, only independent directors will be appointed to the Committee.

OurMr. Strigl will not stand forre-election to the Board at the annual meeting and, following the annual meeting, will no longer be a member of the Personnel and Compensation Committee. The new Chair of the Committee will be selected when the Board meets on April 24, 2018 to organize its committees.

The Board most recently approved the charter of the Personnel and Compensation Committee on November 17, 2016,14, 2017, and it is available on our website.website atwww.pnc.com/corporategovernance.

The Personnel and Compensation Committee’s principal purpose is to discharge ourthe Board’s oversight responsibilities relating to the compensation of our executive officers and other specified responsibilities related to personnel and compensation matters affecting PNC. The Committee may also evaluate and approve, or recommend for approval, benefit, incentive compensation, severance, equity-based, or other compensation plans, policies, and programs.

The Personnel and Compensation Committee has the authority to retain independent legal, compensation, accounting, or other advisors. The charter provides the Committee with the sole authority to retain and terminate an independent compensation consultant acting on the Committee’s behalf, and to approve the consultant’s fees and other retention terms. The Committee retained an independent compensation consultant in 20162017 and prior years. SeeRole of compensation consultants below.

The Personnel and Compensation Committee also reviews with management the Compensation Discussion and Analysis (CD&A) section of the proxy statement, with management. See thewhich begins on page 39. The Compensation Committee Report is included on page 53.57. The CD&A begins on page 38. The Committee also evaluates the relationship between risk management and our incentive compensation programs and plans. SeeCompensation and Risk beginning on pages 54 and 55.page 58.

The Personnel and Compensation Committee has responsibility for reviewing and evaluating the development of an executive management succession plan and for reviewing our workforce diversity objectives. The executive management succession plan, including for the CEO, is reviewed with the full Board from time to time. The Committee reviews a detailed succession planning report at least annually. The materials in the report typically include a discussion of the individual performance of each executive officersofficer as well as succession plans and development initiatives for other emerging talent. These materials provide necessary background and context to the Committee, and give each Committee member a familiarity with the employee’s position, duties, responsibilities, and performance.

How we make decisions. The Personnel and Compensation Committee meets at least four times a year. Before each meeting, the Chair of the Committee reviews the agenda, materials, and issues with members of our management and the Committee’s independent executive compensation consultant, as appropriate. The Committee may invite legal counsel or other external consultants to advise the Committee during meetings and preparatory sessions.

The Personnel and Compensation Committee regularly meets in executive sessions without management present. At eachin-person meeting of ourthe full Board, during an executive session of the Board, the Chair of the Committee presents a report of the items discussed and the actions approved at previous meetings. The Chair provides these reports during an executive sessionmeetings of the Board.Committee. The Committee consults with independent directors before approving the CEO’s compensation.

The Personnel and Compensation Committee has adopted guidelines for information that will be presented to the Committee. The guidelines contemplate, among other things, that any major changes in policiesmaterial change to a compensation program, plan, or programsarrangement will be considered over the course of at least two separate meetings of the Committee, meetings, with any vote occurring atno earlier than the latersecond meeting.

The Personnel and Compensation Committee reviews all of the elements of theour compensation programs periodically and adjusts those programs as appropriate. Each year, the Committee makes decisions regarding the amount of annual compensation and equity-based or other longer-term compensation for our executive officers and other designated senior employees. For the most part, these decisions are made in the first quarter of each year, following thean evaluation of the prior year’s performance.

The Personnel and Compensation Committee retained Meridian Compensation Partners as its independent compensation consultant for 2016.2017. In this capacity, Meridian reported directly to the Committee. In 2016,2017, one or more representatives of Meridian attended all of thein-person and telephonic meetings of the Committee, and met regularly with the Committee without members of management present. Meridian also reviewed meeting agendas and materials prepared by management.

Meridian and members of management assisted the Personnel and Compensation Committee in its review of proposed compensation packages for our executive officers. For the 20162017 performance year, Meridian prepared discussion materials for the compensation of the CEO, which were reviewed in executive session without any members of management present.session. Meridian also prepared other benchmarking reviews and pay for performance analyses for the Committee. PNC did not pay anypaid no fees to Meridian in 20162017 other than fees paid in connection with work performed by Meridian for the Committee.

The Personnel and Compensation Committee evaluated whether the work of Meridian raised any conflictconflicts of interest. The Committee considered various factors, including the six factors mandated by the SEC rules, and determined that no conflict of interest was raised by the work ofperformed by Meridian described in this proxy statement.

Risk Committee

		Chair		Other members:
		Andrew T. Feldstein		Marjorie Rodgers Cheshire		Jane G. Pepper
				William S. Demchak		Donald J. ShepardMartin Pfinsgraff
				Daniel R. Hesse		Lorene K. SteffesDonald J. Shepard
				Kay Coles JamesLinda R. Medler		Lorene K. Steffes

The Board performs its risk oversight function primarily through the Risk Committee, which includes both independent and management directors.

OurNeither Ms. Pepper nor Ms. Steffes will stand forre-election to the Board at the annual meeting and, following the annual meeting, neither will be a member of the Risk Committee.

The Board most recently approved the charter of the Risk Committee on November 17, 2016,14, 2017, and it is available on our website.website atwww.pnc.com/corporategovernance.

The Risk Committee’s purpose is to require and oversee the establishment and implementation of our enterprise-wide risk governance framework, including related policies, procedures, activities, and the processes to identify, measure, monitor, and manage material risks at PNC, including (Credit, Liquidity, Market, Operational (including compliance), Strategicconsisting primarily of credit, market, liquidity, compliance, operational, strategic, and Reputational risks). PNC’s majorreputational risks. Accounting and financial reporting risk exposures, and related reputational risks, are the responsibility of the Audit Committee. The Risk Committee serves as the primary point of contact between our Board and the management-level committees dealing with risk management. The Committee’s responsibility is one of oversight, and the Committee has no duty to assure compliance with laws and regulations.

The Risk Committee serves as the primary point of contact between the Board and the management-level committees dealing with risk management. The Committee receives regular reports on enterprise-wide risk management and Credit, Liquidity, Market, Operational (including compliance), Strategiccredit, market, liquidity, compliance, operational, strategic, and Reputationalreputational risks.

The table below showssets forth the namesmembership of our directorseach Board committee as of December 31, 2016,2017 and indicates the number of Board committee meetings held in 2016, andby each committee during 2017. The table also identifies the members and chairsChair of each committee. We also identifycommittee, the Presiding Director, any management directors, and each director who has been designated by ourthe Board as an “audit committee financial expert,”expert” as defined under SEC regulations.

of meetings of the Board and all Board committees on which the director served. OurThe average attendance of all directors at Board and applicable committee meetings was approximately 99%. The Board has adopted a policy that strongly encourages each director to attend the annual meeting of shareholders in person. We remind each director of this policy beforeprior to the date of the annual meeting. All of our directors then serving attended PNC’s 2016our 2017 annual meeting of shareholders.

This section discusses relationships between PNC and(including its subsidiariessubsidiaries) and our directors, executive officers, their immediate family members, orand certain of their affiliated entities. These relationships include transactions that we analyzed to determineconsidered in determining the independence of our directors.

In this section, we describe the NYSE independence standards for directors and our Board-adopted independence guidelines.

OurThe Board must affirmatively determine that a director does not have ahas no “material relationship” with PNC for the director to bequalify as independent under NYSE rules. A material relationship between a director and PNC could also includecan exist as a result of a relationship between PNC and an organization affiliated with athe director.

NYSE rules describe specific relationships that will always impair independence. The absence of one of these “bright-line” relationships does not mean that a director is automatically independent. The Board must consider all relevant facts and circumstances in determining whether a material relationship exists.

Material relationships that we may consider include commercial, industrial, banking, consulting, legal, accounting, charitable, and family relationships. The ownership of a significant amount of PNC stock, by itself, will not prevent a finding of independence under NYSE rules.

NYSE rules describe specific relationships that will always impair independence. The absence of one of the enumerated relationships under this “bright-line” test does not mean that a director is deemed independent. The Board must consider all relevant facts and circumstances in determining whether a material relationship exists.

The NYSE bright-line independence tests. Each of the following relationships will automatically impair a director’s independence under the NYSE’s “bright-line”bright-line tests: