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PNC move signals possible stock split
Tuesday, March 06, 2001 By Patricia Sabatini, Post-Gazette Staff Writer
PNC Financial Services Group is asking shareholders to almost double the ceiling on the number of shares the company can issue to make way for a possible stock split.
It also said Chief Executive Officer James Rohr's pay more than doubled last year to $10.3 million.
His pay and the proposal to boost outstanding shares were revealed in a preliminary proxy statement that PNC has filed with the Securities and Exchange Commission for its annual meeting April 24.
PNC is seeking to increase authorized shares outstanding from 450 million to 800 million. The company currently has 289.6 million shares outstanding.
If the plan is approved, PNC could issue the additional shares for such things as "future stock dividends, stock splits, acquisitions, compensation plans and raising additional capital," the board said in the filing.
A spokesman declined further comment.
Companies often split their shares, especially after a big run-up in price, to make them more affordable to individual investors. PNC's stock has more than doubled in price since the last split in November 1992.
Shares closed yesterday at $68.64, off $1.19.
A stock split is considered a neutral action for current stockholders since they maintain the same percentage ownership in the company after the split.
The increase in Rohr's pay, from $5.1 million in 1999, came as he succeeded Thomas O'Brien as CEO May 1.
Rohr's compensation last year included a base salary of $836,120, a bonus of $2.6 million, restricted stock awards valued at $3.9 million, miscellaneous payments of $230,621, plus $2.8 million netted from exercising stock options.
That compares with his 1999 base salary of $754,615, a bonus of $1.8 million, $201,145 in miscellaneous compensation, plus $2.4 million from exercising stock options.
Rohr, 52, who also is to assume the chairman's post from O'Brien next month, also was granted options to buy 277,261 shares of PNC stock. The award is being valued at $2.8 million.
O'Brien, 64, who plans to remain on the board as a director this year, saw his pay slip to $5.6 million last year from $8.4 million in 1999 as he became a paid consultant after retiring as CEO.
His compensation in both periods included roughly $3.7 million from exercising stock options.
O'Brien also was granted options to buy 100,000 PNC shares last year, an award valued at $1.1 million.
PNC's annual meeting will be held for the first time at PNC Firstside Center, the company's new operations center on First Avenue, Downtown.
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