Position Overview

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.