DEF 14A of Bank Of America Corp /De/

Filed Mar 23, 2026 · FY20250001193125-26-118929

Open on EDGAR

Pay-for-performance compensation philosophy
| Our Board’s Compensation and Human Capital Committee and our independent directors determined to award 2025 compensation of $41.0 million for our CEO: | | | • The Compensation and Human Capital Committee and independent Board members undertook a robust performance evaluation and decision process, which included a detailed review of performance results under the four tenets of Responsible Growth • The performance evaluation considered the “What,” which includes a thorough evaluation of performance against scorecard metrics, and the “How,” which includes the manner in which results, both financial and non-financial, were achieved • The final compensation determination reflected Mr. Moynihan’s strong individual performance and Responsible Growth across the company with an appropriate focus on risk management • The Compensation and Human Capital Committee and Board also reviewed market compensation benchmarks which were considered in relation to the size, scope, complexity, and relative performance of our company | | | • Mr. Moynihan’s total compensation includes a fixed base salary (3.7% of total) and equity-based incentives (96.3%) which are variable and directly linked to company performance. All CEO variable compensation was delivered in equity-based awards (as it has been since 2010) • Half of Mr. Moynihan’s variable compensation is performance restricted stock units (PRSUs) that must be earned based on sustained three-year average performance of key metrics (return on assets (tax-normalized) and growth in adjusted tangible book value); the Compensation and Human Capital Committee increased the performance standards required for a 100% payout and introduced a 150% maximum payout opportunity for exceptional performance • The remainder of the CEO’s variable pay is 30% cash-settled restricted stock units (CRSUs) and 20% time-based restricted stock units (TRSUs) settled in shares • 50% of net after-tax shares received from equity-based awards are retained until one year after retirement for our CEO | |
Key considerations informing the Board’s approach
Key considerations informing the Board’s approach Director experience, skills, and expertise. When evaluating and identifying director candidates, the Corporate Governance Committee considers the experiences, skills, and expertise that are critical to the Board’s ability to provide effective oversight of the company and are directly relevant to our business, strategy, and operations. The Corporate Governance Committee seeks candidates with experiences, skills, and expertise in financial services and other global, highly complex and regulated industries, strategic planning and business development, business operations, marketing and distribution, technology, cybersecurity, risk management and financial reporting, human capital management, corporate governance, and public policy. Our Board views its composition across a range of dimensions, including experiences, skills, backgrounds, perspectives, and tenure, as a priority. Through the Corporate Governance Committee, the Board regularly assesses its composition and seeks representation across a range of attributes when identifying and evaluating director candidates. The Corporate Governance Committee requests its third-party search firms to include a variety of candidates in its consideration of potential directors. (See information on the next page for the Corporate Governance Committee’s engagement with third-party search firms.) When evaluating director candidates, the Corporate Governance Committee reviews available information regarding each candidate, including, but not limited to, professional qualifications, experience, skills, expertise, references, backgrounds, and perspectives in the context of the Board’s overall composition, and our company’s strategy. Director time commitment. Our Board understands the time involved in serving on the Board and its committees. Through the Corporate Governance Committee, the Board regularly evaluates whether candidates and serving directors are able to devote the time necessary to discharge their duties as directors, including prior to the annual renomination of currently serving directors. This evaluation takes into account their primary occupations, service on other boards, and additional other responsibilities. The Corporate Governance Committee monitors and routinely reviews external perspectives and trends on the appropriate number of public company boards on which directors may serve. The Corporate Governance Committee considers the proxy voting guidelines of our major shareholders and input from shareholder engagement discussions, voting policies of the major proxy advisory firms, corporate governance guidelines adopted by other public companies, board trends at peers and other significant public companies, and advice from outside advisors. Based on this review, the Corporate Governance Committee recommends updates to our Corporate Governance Guidelines—which sets forth the Board’s policy regarding directors’ time commitment and service on other boards—to the Board for approval, when appropriate. According to these Guidelines, directors are expected to seek Corporate Governance Committee approval before joining the board of another public company. Additionally, directors who change principal occupations must offer to resign from the Board, subject to evaluation by the Corporate Governance Committee and the Lead Independent Director. The Guidelines also limit the total number of public company boards on which a director may serve and address approval and notification expectations for directors’ service on private company boards.
Key considerations informing the Board’s approach
| LIMITS ON PUBLIC COMPANY BOARD SERVICE | | PRIVATE COMPANY BOARD SERVICE | | All directors 4 total | CEO directors 2 total | Directors are expected to seek Corporate Governance Committee approval before joining the board of any private for-profit company and notify the company’s Corporate Secretary before joining the board of other types of private companies, such as not-for-profit companies, educational institutions, or family trusts. | | All directors and nominees comply with our outside board service policy. | | |
Key considerations informing the Board’s approach
| 2026 Proxy Statement | 7 |
Key considerations informing the Board’s approach
Director retirement policy. Our Corporate Governance Guidelines provide that a director who would be age 75 as of the time of election shall not be nominated for initial election to the Board, provided that the Board may approve the nomination for reelection of a director who would be age 75 at the time of the election, if, in light of all the circumstances, the Board determines that it is in the best interests of our company and shareholders. Current directors Pierre de Weck and Linda Hudson, who have reached the retirement age of 75, are not standing for reelection and will retire at our annual meeting. In connection with these retirements, the size of our Board will be reduced to 12 as of the annual meeting.
Succession planning and the director recruitment process
Succession planning and the director recruitment process
Succession planning and the director recruitment process
| ASSESS | The Corporate Governance Committee regularly reviews the mix of individual directors on our Board to: • assess the overall Board composition • develop criteria for potential candidates that are additive to overall Board composition In developing these criteria, the Corporate Governance Committee considers, among other things, • our company’s strategy and needs • our directors’ backgrounds, experiences, skills, expertise, tenure, and age relative to the Board’s retirement age of 75 • desired attributes and qualifications our Board identifies through its self-evaluation process | | IDENTIFY | To drive effective Board renewal and director and Board leadership succession planning, the Corporate Governance Committee regularly develops and reviews a pool of potential director candidates. The Corporate Governance Committee engages third-party search firms to identify potential candidates using the factors and criteria identified during the assessment phase. The Corporate Governance Committee: • considers and provides feedback on the potential candidates • periodically requests updates to the list of potential candidates based on Corporate Governance Committee and Board input The Corporate Governance Committee also considers candidates proposed by management and by our shareholders. | | EVALUATE | The Corporate Governance Committee follows an established process for evaluating director candidates regardless of who recommends the candidate for consideration. During this process, the Corporate Governance Committee reviews information regarding each candidate, including but not limited to, professional qualifications, experiences, skills, expertise, references, backgrounds, and perspectives. The Corporate Governance Committee also reviews the candidate’s: • independence and potential conflicts of interest • time availability • any reputational risk considerations | | RECOMMEND | Following Corporate Governance Committee evaluation and Board review, the Board recommends director candidates to shareholders for election based on its assessment of which candidates have the experiences, skills, and expertise that, in the context of the Board’s overall composition, are best able to fulfill the Board’s role of providing effective oversight of the company’s business, strategy, and operations. The composition of our Board reflects the Board’s commitment to identify, evaluate, and nominate candidates who possess personal qualities and a mixture of qualifications, skills, backgrounds, and tenures that, when taken together, are fit for purpose to best serve our company and our shareholders. |
Succession planning and the director recruitment process
| For 2026, the Board selected our 12 director nominees based on their satisfaction of the core attributes and key considerations described on page 7 and above and the Board’s belief that each can continue making substantial contributions to our Board and company. The Board believes the nominees’ breadth of experience, broad mix of attributes, and range of perspectives strengthen its independent leadership and effective oversight of management and our long-term strategy. See “Electing directors” on page 6 and “Our director nominees” on page 9. |
Succession planning and the director recruitment process
| 8 | Bank of America |
Our director nominees
Our director nominees Our director nominees bring complementary backgrounds and viewpoints, and a broad range of skills and experiences that are critical to the Board’s ability to provide effective oversight of the company and directly relevant to our business, strategy, and operations. They are seasoned leaders from research academia, government service, private organizations, and global public companies that are subject to extensive regulations and operate in highly competitive environments. Most serve or have served as chief executive officers or C-suite executives leading business innovation and transformation, and they have expertise managing risk, operations, finance, technology, human capital, and other areas important to our business, strategy, and operations. Their varying tenure on the Board strengthens our Board’s oversight with a balance of historical insights about our company and new perspectives.
Our director nominees
| INDEPENDENCE | CEO-LEVEL EXPERIENCE | RANGE OF TENURE | OUR BOARD’S MAKEUP | | 92% | 58% | 10.3 yrs. average 2 - <5 years 5 - 5-10 years 5 - >10 years | Men - 58% Women - 42% White - 58% Hispanic/Latino - 25% Black/African-American - 17% |
Our director nominees
| 2026 Proxy Statement | 9 |
Our director nominees
| | Our Board recommends a vote “FOR” each of the 12 nominees listed below for election as a director (Proposal 1). |
Our director nominees
Set forth below are each nominee’s name, age as of our annual meeting date, principal occupation, business experience, and U.S.-listed public company directorships held during the past five years. We also discuss the qualifications, attributes, and skills that led our Board to nominate each for election as a Bank of America director.
Our director nominees
| Age: 74 Director since: August 2012 Ms. Allen is an experienced director who brings deep auditing and consulting services, financial reporting, and corporate governance experience to our Board. As a corporate leader, Ms. Allen has broad experience leading and working with large, complex businesses and brings an international perspective on risk management and strategic planning. During her nearly 40-year career with Deloitte, the largest professional services organization in the U.S. and member firm of Deloitte Touche Tohmatsu Limited (DTTL), she became the first woman elected to serve as Chairman of the Board and also served as a member of DTTL’s Global Board of Directors, the chair of its Global Risk Committee, and the U.S. representative of its Global Governance Committee. During her tenure at Deloitte, Ms. Allen oversaw relationships with major multinational corporations and provided oversight and guidance to management. | Sharon L. Allen Former Chairman, Deloitte LLP (Deloitte) Committee membership: Audit Committee (chair) Corporate Governance Committee Professional highlights: • Served as Chairman of Deloitte, a firm that provides audit, consulting, financial advisory, risk management, and tax services, as the U.S. member firm of DTTL, from 2003 to 2011. Held various leadership roles, including Partner and Regional Managing Partner during her 40 years at Deloitte; and responsible for audit and consulting services for a number of Fortune 500 and large private companies • Served on the Global Board of Directors, Chair of the Global Risk Committee, and U.S. Representative on the Global Governance Committee of DTTL, from 2003 to 2011 • Member of the Board of Directors of Albertsons Companies, Inc. and its Audit & Risk Committee, and Chair of its Compensation Committee • Served on the Board of Directors of First Solar, Inc. Other leadership experience and service: • Appointed by President George W. Bush to the President’s Export Council, which advised the President on export enhancement Other U.S.-listed company boards: • Albertsons Companies, Inc. • First Solar, Inc. (past five years) |
Our director nominees
| 10 | Bank of America |
Our director nominees
| Age: 63 Director since: September 2022 Mr. Almeida is a former chief executive officer and public company director with experience leading large, global companies subject to regulatory oversight. His service as a board member for global companies in a variety of industries also brings additional perspective to our Board. As former Chairman, President, and Chief Executive Officer of Baxter, Mr. Almeida led the company through a period of transformation driven by innovation, operational excellence, and strategic execution. Prior to joining Baxter, Mr. Almeida served as Chairman, President and Chief Executive Officer and on the Board of Directors of Covidien and served in leadership roles at Tyco Healthcare (Covidien’s predecessor), Wilson Greatbatch Technologies Inc., American Home Products’ Acufex Microsurgical division, and Johnson & Johnson’s Professional Products division. He began his career as a management consultant at Andersen Consulting (Accenture) and previously served on the Boards of Directors of Walgreens Boots Alliance, Inc., Analog Devices, Inc., EMC Corporation, and State Street Corporation. | José (Joe) E. Almeida Former Chairman, President, and Chief Executive Officer, Baxter International Inc. (Baxter) Committee membership: Audit Committee Compensation and Human Capital Committee Professional highlights: • Served as Chairman of the Board, President and Chief Executive Officer of Baxter, a global medtech leader, from January 2016 to February 2025. Began serving as an executive officer of Baxter in October 2015 • Served as Senior Advisor with The Carlyle Group, a multinational private equity, alternative asset management and financial services corporation, from May 2015 to October 2015 • Served as Chairman, President and Chief Executive Officer and as President and Chief Executive Officer of Covidien, a global healthcare products company, from March 2012 to January 2015 and from July 2011 to March 2012 • Prior to becoming Covidien’s President and Chief Executive Officer, served in several leadership roles at Covidien, including President of its Worldwide Medical Devices business; also served as President of International and Vice President of Global Manufacturing for Covidien’s predecessor, Tyco Healthcare • Served on the Boards of Directors of: Baxter; Walgreens Boots Alliance, Inc.; State Street Corporation; Analog Devices, Inc.; and EMC Corporation Other U.S.-listed company boards: • Baxter (past five years) • Walgreens Boots Alliance, Inc. (past five years) |
Our director nominees
| 2026 Proxy Statement | 11 |
Our director nominees
| Age: 71 Director since: January 2013 Mr. Donald has more than three decades of strategic planning, global operations, and risk management experience in regulated, consumer, retail, and distribution businesses. He brings expertise in business transformation through his service as President and Chief Executive Officer of Carnival, one of the world’s largest leisure travel companies with operations worldwide and his leadership roles with global responsibilities at Monsanto. His role as a director on other public company boards provides him with experience overseeing strategic planning, risk management, global operations, compensation and human capital, and audit and financial services matters. Through his leadership of nonprofit organizations, including The Executive Leadership Council and the Juvenile Diabetes Research Foundation International, Mr. Donald also brings focus and perspective on our work to promote talent, inclusion, and opportunity for our employees and the communities we serve. | Arnold W. Donald Former President and Chief Executive Officer, Carnival Corporation and Carnival plc (Carnival) Committee membership: Audit Committee Compensation and Human Capital Committee Professional highlights: • Served as President, Chief Executive Officer, and Chief Climate Officer of Carnival, a cruise and vacation company, from July 2013 to November 2022; and on Carnival’s Board of Directors from 2001 to November 2022 • Served as President and Chief Executive Officer of The Executive Leadership Council, a nonprofit organization providing a professional network and business forum to African-American executives at major U.S. companies, from November 2010 to June 2012 • Served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International, from January 2006 to February 2008 • Served as Chairman and Chief Executive Officer of Merisant, from 2000 to 2003, a privately held global manufacturer of tabletop sweeteners, and remained as Chairman until 2005 • Joined Monsanto in 1977 and held several senior leadership positions with global responsibilities, including President of its Agricultural Group and President of its Nutrition and Consumer Sector • Member of the Board of Directors of GE Vernova, Chair of its Compensation and Human Capital Committee and member of its Nominating and Governance Committee • Member of the Board of Directors of MP Materials Corp. and its Compensation Committee • Lead Independent Director of Salesforce, Inc., member of its Audit & Finance and Nominating & Corporate Governance Committees • Served on the Board of Directors of Carnival Other leadership experience and service: • Appointed by President Clinton and re-appointed by President George W. Bush to the President’s Export Council Other U.S.-listed company boards: • GE Vernova • MP Materials Corp. • Salesforce, Inc. • Carnival (past five years) |
Our director nominees
| 12 | Bank of America |
Our director nominees
| Age: 69 Director since: April 2006 Ms. Lozano brings a broad range of leadership experience in the public and private sectors through her active participation in public service, her service as chief executive officer and as a public company director for large, complex companies. She also brings a track record as a champion for talent, inclusion, and opportunity. As Chief Executive Officer of College Futures Foundation, a charitable foundation, she worked to increase the rate of college graduation and improve opportunity for low-income students and students of color in California. With 30 years at La Opinión, the largest Spanish-language newspaper in the U.S., including as editor and publisher, as Chairman and Chief Executive Officer of its parent company, ImpreMedia LLC, and as co-founder of the Aspen Institute Latinos and Society Program, Ms. Lozano possesses deep insights into the issues that impact the Hispanic-Latino community. As a director serving on the boards of large organizations with diversified international operations, including Apple Inc. and Target Corporation, and previously The Walt Disney Company, Ms. Lozano has long-standing experience overseeing matters ranging from corporate governance, human capital management, and executive compensation, to risk management and financial reporting. In addition, as a member of California’s Task Force on Jobs and Business Recovery, Ms. Lozano has valuable perspective on important public policy, societal, and economic issues. | Monica C. Lozano Former Chief Executive Officer, College Futures Foundation Former Chairman, U.S. Hispanic Media Inc. Committee membership: Compensation and Human Capital Committee (chair) Enterprise Risk Committee Professional highlights: • Served as Chief Executive Officer of College Futures Foundation, from December 2017 to July 2022 and a member of the Board of Directors, from December 2019 to July 2022 • Served as Chair of the Board of Directors of U.S. Hispanic Media Inc., the parent company of ImpreMedia, a leading Hispanic news and information company, from June 2014 to January 2016 • Served as Chairman of ImpreMedia, from July 2012 to January 2016; Chief Executive Officer, from May 2010 to May 2014; and Senior Vice President, from January 2004 to May 2010 • Served as Publisher of La Opinión, a subsidiary of ImpreMedia and the leading Spanish-language daily print and online newspaper in the U.S., from 2004 to May 2014; and Chief Executive Officer, from 2004 to July 2012 • Strategic advisor to multiple media companies • Member of the Board of Directors of Apple Inc. and its Audit and Finance Committee • Member of the Board of Directors of Target and its Governance & Sustainability Committee, Chair of its Compensation & Human Capital Management Committee, and former Lead Independent Director Other leadership experience and service: • Member of California’s Task Force on Jobs and Business Recovery • Served as a member of President Obama’s Council on Jobs and Competitiveness and served on President Obama’s Economic Recovery Advisory Board • Member of the Board of Directors of the Weingart Foundation • Served as the Chair of the Board of Regents of the University of California; as a member of the Board of Trustees of The Rockefeller Foundation; as a member of the Board of Trustees of the University of Southern California; and as a member of the State of California Commission on the 21st Century Economy Other U.S.-listed company boards: • Apple Inc. • Target Corporation |
Our director nominees
| 2026 Proxy Statement | 13 |
Our director nominees
| Age: 68 Director since: January 2025 Ms. Martinez is a seasoned technology executive who brings extensive technology, risk management, customer experience, and strategic planning experience for complex, global businesses to our Board. With over thirty years of leadership experience at global technology firms Cisco Systems, Salesforce, and Microsoft, she offers deep insights into technology innovation and industry trends. She also brings a track record of driving global business transformation, operational excellence, and customer success, and addressing the challenges of operating in global and international business environments. Her history of executive leadership and her service on public company boards provides valuable perspective on governance, regulatory compliance, and oversight of large, complex organizations. | Maria N. Martinez Former Executive Vice President and Chief Operating Officer, Cisco Systems, Inc. Committee membership: Corporate Governance Committee Enterprise Risk Committee Professional highlights: • Served as Executive Vice President and Chief Operating Officer from 2021 to 2024, and as Executive Vice President and Chief Customer Experience Officer from 2018 until 2021 at Cisco Systems, Inc., a multinational digital communications technology company • Served in a variety of senior executive roles at Salesforce, Inc. between 2010 and 2018, including: President, Global Customer Success and Latin America; President, Sales and Customer Success; Executive Vice President and Chief Growth Officer; and Executive Vice President, Customers for Life • Managed the Global Services business for Microsoft Corporation, including professional services and customer support for all products during her tenure there from 2003 to 2007 • Member of the Board of Directors of McKesson Corporation and its Compliance Committee and Chair of its Governance and Sustainability Committee • Member of the Board of Directors of Tyson Foods, Inc. and its Governance and Nominating Committee and Chair of its Technology Committee • Served on the Board of Directors of Cue Health Inc. Other U.S.-listed company boards: • McKesson Corporation • Tyson Foods, Inc. • Cue Health Inc. (past five years) |
Our director nominees
| 14 | Bank of America |
Our director nominees
| Age: 66 Director since: January 2010 As our Chief Executive Officer, Mr. Moynihan leads a team of more than 213,000 employees focused on driving Responsible Growth for our teammates, clients, communities, and shareholders. Under his leadership, the company provides core financial services to three client groups through our eight lines of business. This has delivered record earnings and significant capital return to shareholders. Mr. Moynihan has demonstrated leadership qualities, management capability, knowledge of our business and industry, and a long-term strategic perspective. In addition, he has many years of international and domestic financial services experience, including in the wholesale and retail businesses. | Brian T. Moynihan Chair of the Board and Chief Executive Officer, Bank of America Corporation Committee membership: Attends meetings of all the Board committees Professional highlights: • Chair of the Board of Directors of Bank of America Corporation since October 2014, Chief Executive Officer since January 2010, and President from January 2010 to September 2025. Prior to becoming Chief Executive Officer, Mr. Moynihan led each of the company’s operating units • Member (and prior Chair) of the Board of Directors of Bank Policy Institute (Chair of the Global Regulatory Policy Committee) • Member (and prior Chair) of Financial Services Forum • Chair of the Supervisory Board of The Clearing House Association L.L.C. Other leadership experience and service: • Chair of the Sustainable Markets Initiative • Member (and prior Chairman) of the World Economic Forum’s International Business Council (Chair of Stakeholder Capitalism Metrics Initiative) • Member of Business Roundtable • Chancellor (Chair) and current member of Board of Fellows of Brown University • Member of Advisory Council of Smithsonian’s National Museum of African American History and Culture • Member of Charlotte Executive Leadership Council • Member (and prior Chair) of Massachusetts Competitive Partnership • Served as Chair of the Board of The U.S. Council on Competitiveness Other U.S.-listed company boards: • N/A |
Our director nominees
| 2026 Proxy Statement | 15 |
Our director nominees
| Age: 71 Director since: January 2013 Mr. Nowell is an active board leader with a deep range of corporate audit, financial expertise, risk management, operational, and strategic planning experience. Mr. Nowell brings a robust corporate governance and board leadership perspective through his current and prior service on public company boards across varying industries and through his ongoing dialogue with institutional shareholders as our Board’s Lead Independent Director. In 2022, Mr. Nowell was named “Independent Director of the Year” by Corporate Board Member. He oversaw the worldwide corporate treasury functions, including debt and investment activities, capital markets strategies, and foreign exchange as Senior Vice President and Treasurer of Pepsi, finance functions as Chief Financial Officer of Pepsi Bottling Group, and held responsibilities for strategy and business development as a Senior Vice President at RJR Nabisco in a career spanning over 30 years. | Lionel L. Nowell III Lead Independent Director, Bank of America Corporation Former Senior Vice President and Treasurer, PepsiCo, Inc. (Pepsi) Committee membership: Attends meetings of all the Board committees Professional highlights: • Served as Senior Vice President and Treasurer of Pepsi, a leading global food, snack, and beverage company, from 2001 to May 2009; and as Chief Financial Officer of The Pepsi Bottling Group and Controller of Pepsi • Served as Senior Vice President, Strategy and Business Development at RJR Nabisco, Inc., from 1998 to 1999 • Held various senior financial roles at the Pillsbury division of Diageo plc, including Chief Financial Officer of its Pillsbury North America, Pillsbury Foodservice, and Häagen-Dazs divisions; and also served as Controller and Vice President of Internal Audit of the Pillsbury Company • As our Board’s Lead Independent Director, Mr. Nowell has an extensive set of responsibilities that brings him into frequent communications with our primary regulators, institutional shareholders, other stakeholders, and our employees and customers. See page 24 • Lead Director of the Board of Directors of Textron Inc. and member of its Audit and Organization and Compensation Committees • Member of the Board of Directors of Ecolab Inc., Chair of its Audit Committee and member of its Finance Committee • Served as a member of the Board of Directors of American Electric Power Company, Inc., Chair of its Audit Committee, and as a member of its Directors and Corporate Governance, Policy, Executive, and Finance Committees • Served as Lead Director of the Board of Directors of Reynolds American, Inc. and as a Board member Other U.S.-listed company boards: • Ecolab Inc. • Textron Inc. |
Our director nominees
| 16 | Bank of America |
Our director nominees
| Age: 69 Director since: July 2019 Ms. Ramos is an experienced public company executive who brings global business leadership, financial expertise, and strategic planning experience to our Board. She served as Chief Executive Officer of ITT, a diversified manufacturer of engineered components and customized technology solutions for the transportation, industrial, and energy markets, focusing on innovation and technology. She was Chief Financial Officer at ITT, Furniture Brands International, and the U.S. KFC division of Yum! Brands, and served as the corporate treasurer at Yum! Brands. Through her public company board service on the boards of Phillips 66 and RTX Corporation, Ms. Ramos brings board-level insights into issues facing complex, regulated global public companies and oversight experience in finance, audit, corporate governance, public policy, and sustainability. | Denise L. Ramos Former Chief Executive Officer and President, ITT Inc. (ITT) Committee membership: Audit Committee Compensation and Human Capital Committee Professional highlights: • Chief Executive Officer and President of ITT, a diversified manufacturer of critical components and customized technology solutions, from 2011 to 2019, and Senior Vice President and Chief Financial Officer of ITT, from 2007 to 2011 • Served as Chief Financial Officer for Furniture Brands International, a former home furnishings company, from 2005 to 2007 • Served in various roles at Yum! Brands Inc., an American fast-food company, from 2000 to 2005, including Chief Financial Officer of the U.S. Division of KFC Corporation and as Senior Vice President and Treasurer • Began her career at Atlantic Richfield Company, where she spent more than 20 years in a number of finance positions • Member of the Board of Directors of RTX Corporation and its Audit Committee and Governance and Public Policy Committee • Served on the Board of Directors of Phillips 66 Other U.S.-listed company boards: • RTX Corporation • Phillips 66 (past five years) |
Our director nominees
| 2026 Proxy Statement | 17 |
Our director nominees
| Age: 67 Director since: October 2018 Dr. Rose is an executive leader in academics and the private sector who brings risk management experience, public policy and social thought leadership, broad global financial services industry knowledge, and strategic planning experience to our Board. As former President of Bowdoin College, Dr. Rose has a legacy of promoting intellectual engagement with a diverse set of ideas and issues; increasing access and opportunity for students; enhancing programs for postgraduate success; advancing inclusion; and addressing mental health challenges facing youth. As a Harvard Business School faculty member, Dr. Rose has taught and written on issues of leadership, ethics, the financial crisis, and the role of business in society. Dr. Rose spent the first 20 years of his career with JPMorgan Chase & Co. and its predecessor company, where he retired as Vice Chairman after leading the global investment banking and equities businesses, as well as holding leadership roles in securities, derivatives, and corporate finance in New York and London. Following retirement from JPMorgan Chase, Dr. Rose received a master’s degree and PhD with distinction in sociology from the University of Pennsylvania. Dr. Rose also holds an MBA from the University of Chicago. Dr. Rose has served on several financial institutions boards and currently serves as Chair of the Board of Trustees of the Howard Hughes Medical Institute, the U.S.’s largest private supporter of academic biomedical research. | Clayton S. Rose Baker Foundation Professor of Management Practice, Harvard Business School Committee membership: Compensation and Human Capital Committee Enterprise Risk Committee (chair) Professional highlights: • Baker Foundation Professor of Management Practice at Harvard Business School; served as a professor at Harvard Business School prior to his appointment as President of Bowdoin College • Served as President of Bowdoin College • Served as Vice Chairman, headed two lines of business–Global Investment Banking and Global Equities–and was a member of JPMorgan Chase’s senior management team during his approximately 20-year tenure at JPMorgan Chase • Served on the Boards of Directors of XL Group, plc, Federal Home Loan Mortgage Corporation (Freddie Mac), and Mercantile Bankshares Corp. Other leadership experience and service: • Trustee and Chair of the Board of Trustees for Howard Hughes Medical Institute and formerly Chair of the Audit and Compensation Committee • Member of the Board of Directors of Pew Charitable Trusts • Served on the company’s Board of Directors, from 2013 to 2015 Other U.S.-listed company boards: • N/A |
Our director nominees
| 18 | Bank of America |
Our director nominees
| Age: 74 Director since: June 2016 Mr. White is a seasoned executive and public company director with experience leading the global operations and strategic direction of complex and highly regulated multinational consumer retail and distribution businesses. He possesses executive and board leadership experience and provides broad ranging operational and strategic insights, an international perspective, and financial expertise to our Board. Mr. White was President, Chief Executive Officer, and Chairman of the Board of Directors of DIRECTV, where he oversaw the operations and strategic direction of the company in the U.S. and in Latin America. Prior to joining DIRECTV, he served as the Chief Executive Officer of PepsiCo International, Frito-Lay’s Europe, Africa, and Middle East division, and Snack Ventures Europe, PepsiCo’s partnership with General Mills International. He also served as Chief Financial Officer of PepsiCo., Inc., Pepsi-Cola Company worldwide, and Frito-Lay International. Mr. White began his career as a management consultant at Bain & Company and Arthur Andersen & Co. | Michael D. White Former Chairman, President, and Chief Executive Officer, DIRECTV Committee membership: Audit Committee Corporate Governance Committee (chair) Professional highlights: • Served as Chairman, President, and Chief Executive Officer of DIRECTV, a leading provider of digital television entertainment services, from January 2010 to August 2015; and as a Director of the company, from November 2009 until August 2015 • Chief Executive Officer of PepsiCo International, from February 2003 until November 2009; and served as Vice Chairman and director of PepsiCo, from March 2006 to November 2009, after holding positions of increasing importance with PepsiCo since 1990 • Served as Senior Vice President at Avon Products, Inc. • Served as a Management Consultant at Bain & Company and Arthur Andersen & Co. • Served as Lead Director of the Board of Directors of Kimberly-Clark Corporation • Served on the Board of Directors of Whirlpool Corporation Other leadership experience and service: • Chair of The Learning Alliance • Vice Chair of The Partnership to End Addiction Other U.S.-listed company boards: • Kimberly-Clark Corporation (past five years) • Whirlpool Corporation (past five years) |
Our director nominees
| 2026 Proxy Statement | 19 |
Our director nominees
| Age: 73 Director since: April 2016 Mr. Woods is a veteran financial services executive with experience in risk management, corporate strategy, finance, and the corporate and investment banking businesses. He began his nearly 40-year tenure at CIBC and its predecessor firms in its investment banking department and later served as Head of Canadian Corporate Banking, Chief Financial Officer, and Chief Risk Officer, before retiring as Vice Chairman. As Senior Executive Vice President and Chief Risk Officer of CIBC during the financial crisis, Mr. Woods focused on risk management and CIBC’s risk culture. He chaired CIBC’s Asset Liability Committee, served as CIBC’s lead liaison with regulators, and was an active member of CIBC’s business strategy group. He brings international perspective, including to our European subsidiaries through his service on the Boards of Directors of Merrill Lynch International (MLI), our U.K. broker-dealer subsidiary, and BofA Securities Europe S.A. (BofASE), our French broker-dealer subsidiary. | Thomas D. Woods Former Vice Chairman and Senior Executive Vice President, Canadian Imperial Bank of Commerce (CIBC) Committee membership: Corporate Governance Committee Enterprise Risk Committee Professional highlights: • Served as Vice Chairman and Senior Executive Vice President of CIBC, a leading Canada-based global financial institution, from July 2013 until his retirement in December 2014 • Served as Senior Executive Vice President and Chief Risk Officer of CIBC, from 2008 to July 2013; and Senior Executive Vice President and Chief Financial Officer of CIBC, from 2000 to 2008 • Began his career at CIBC in 1977 through Wood Gundy, a predecessor firm; served in various senior leadership positions, including as Controller of CIBC; as Chief Financial Officer of CIBC World Markets (CIBC’s investment banking division); and as the Head of CIBC’s Canadian Corporate Banking division • Served as Chair of the Board of Directors of Hydro One Limited, an electricity transmission and distribution company serving the Canadian province of Ontario, and publicly traded and listed on the Toronto Stock Exchange, from August 2018 to July 2019 • Member of the Board of Directors of MLI; Chair of its Risk Committee; and member of its Governance Committee • Chair of the Board of Directors of BofASE and member of its Risk Committee Other leadership experience and service: • Chair of Board of Directors of Institute of Corporate Directors (Institut des Administrateurs de Sociétés) • Member of the Boards of Directors of Catholic Health Sponsors of Ontario and St. Michael’s Hospital Foundation • Served on the advisory committee of Cordiant Capital Inc., a global infrastructure and real assets manager • Served on the Boards of Directors of: Alberta Investment Management Corporation, a Canadian institutional investment fund manager; Jarislowsky Fraser Limited, a global investment management firm; DBRS Limited and DBRS, Inc., an international credit rating agency; and TMX Group Inc., a Canada-based financial services company • Served on the University of Toronto College of Electors Other U.S.-listed company boards: • N/A |
Our director nominees
| 20 | Bank of America |
Our director nominees
| Age: 67 Director since: December 2017 Dr. Zuber is a distinguished research scientist and academic leader who brings a breadth of risk management, technology, geopolitical insights, and strategic planning thought leadership to our Board. Dr. Zuber is the first woman to lead a science department at MIT and the first woman to lead a NASA planetary mission. While serving as Vice President for Research at MIT, Dr. Zuber oversaw multiple interdisciplinary research laboratories and centers focusing on cancer research, energy and environmental solutions initiatives, plasma science and fusion, electronics, nanotechnology, and radio science and technology. She also led the development of MIT’s initial Climate Action Plan, and is responsible for intellectual property, research integrity and compliance, and research relationships with the federal government. Dr. Zuber has held leadership roles on 10 space exploratory missions with NASA. She also served on the National Science Board under President Obama and President Trump and was Co-Chair of President Biden’s Council of Advisors on Science and Technology. | Maria T. Zuber Presidential Advisor for Science and Technology Policy and E. A. Griswold Professor of Geophysics, Massachusetts Institute of Technology (MIT) Committee membership: Corporate Governance Committee Enterprise Risk Committee Professional highlights: • Presidential Advisor for Science and Technology Policy at MIT, a leading research institution, since 2023, where she tracks trends and seizes opportunities to inform and advance state and federal science and technology policy and provides strategic direction to campus labs, centers, and initiatives connected to defense or national security and represents MIT with external stakeholders • Served as Vice President for Research at MIT, from 2013 to 2024, where she oversaw MIT Lincoln Laboratory and more than a dozen interdisciplinary research laboratories and centers and led the development of MIT’s initial Climate Action Plan • Served as a Professor at MIT since 1995, and was Head of the Earth, Atmospheric, and Planetary Sciences Department, from 2003 to 2011 • Served in a number of positions at NASA, including as a Geophysicist, from 1986 to 1992, a Senior Research Scientist, from 1993 to 2010, and as Principal Investigator of the Gravity Recovery and Interior Laboratory (GRAIL) mission, from 2008 to 2017, which was designed to create the most accurate gravitational map of the moon to date and give scientists insight into the moon’s internal structure, composition, and evolution, and held leadership roles associated with scientific experiments or instrumentation on 10 NASA missions • Member of the Board of Directors of Textron Inc. and Chair of its Nominating and Corporate Governance Committee Other leadership experience and service: • Appointed by President Biden in 2021 as Co-Chair of the President’s Council of Advisors on Science and Technology • Appointed by President Obama in 2013 and reappointed by President Trump in 2018 to the National Science Board, a 25-member panel that serves as the governing board of the National Science Foundation and as advisors to the President and Congress on policy matters relating to science and engineering; and served as Board Chair, from 2016 to 2018 • Co-Chair of the National Academies of Science, Engineering and Medicine’s National Science, Technology, and Security Roundtable • Chair of NASA’s Mars Sample Return Mission Standing Review Board • Board of Trustees of Brown University Other U.S.-listed company boards: • Textron Inc. |
Our director nominees
| Accordingly, our Board recommends a vote “FOR” each of the 12 nominees listed above for election as a director (Proposal 1). |
Our director nominees
| 2026 Proxy Statement | 21 |
Our director nominees
Corporate governance
Our Board of Directors
Our Board of Directors Our Board oversees our company, our management, and our drive for Responsible Growth through comprehensive board governance and risk oversight practices that further the independent examination of our activities, processes, and strategies. Our Board and its committees oversee:
Our Board of Directors
| • | Management’s development and implementation of a multi-year strategic business plan and an annual financial operating plan, and tracking our progress to meet these plans |
Our Board of Directors
| • | Our Risk Framework and management’s identification, measurement, monitoring, and control of our company’s key risks: strategic, credit, market, liquidity, operational (including third-party, model, conduct, technology, information security, and data risks), compliance (including financial crimes compliance risk), reputational, and other risks that span multiple key risk types |
Our Board of Directors
| • | Our company’s maintenance of high ethical standards and effective policies and practices to protect our reputation, assets, and business |
Our Board of Directors
| • | Our corporate audit function, our independent registered public accounting firm, the integrity of our consolidated financial statements, and compliance by our company with legal and regulatory requirements |
Our Board of Directors
| • | Our company’s establishment, maintenance, and administration of appropriately designed compensation programs and plans |
Our Board of Directors
Our Board and its committees are also responsible for:
Our Board of Directors
| • | Evaluating the Board’s composition, leadership structure, and succession planning, including identifying and evaluating director candidates and nominating qualified individuals for election to our Board, and approving succession plans for our Board’s Chair and Lead Independent Director |
Our Board of Directors
| • | Reviewing and monitoring succession plans for our CEO and other key executives to promote senior management continuity |
Our Board of Directors
| • | Reviewing our CEO’s performance and approving the total annual compensation for our CEO and other executive officers |
Our Board of Directors
| • | Reviewing our activities for driving Responsible Growth, including how we share success with our communities, our human capital management policies and practices to be a Great Place to Work, and Operational Excellence |
Our Board of Directors
| • | Overseeing and participating in our shareholder engagement activities to ascertain perspectives and topics of interest from our shareholders |
Our Board of Directors
| • | Conducting an annual, formal self-evaluation of our Board and its committees |
Conduct and culture
| • | overseeing our incentive plan design and governance processes to provide for an appropriate balance of risk and compensation outcomes. |
Key practices in compensation governance and risk management
| • | Our incentive plan design and governance processes appropriately balance risks with compensation outcomes. |
Key practices in compensation governance and risk management
| • | Senior management and independent control functions, including risk, annually review and certify our incentive plans. |
2025 shareholder engagement initiatives
| | Other stock units | | | | | Name | Common stock beneficially owned | Deferred director stock awards(1) | Unvested restricted stock units(2) | Total | | Directors | | | | | | Sharon L. Allen(3) | 99,927 | 39,754 | — | 139,681 | | José (Joe) E. Almeida | 28,241 | — | — | 28,241 | | Pierre J.P. de Weck | 101,418 | — | — | 101,418 | | Arnold W. Donald | 125,839 | 7,505 | — | 133,344 | | Linda P. Hudson | 19,507 | 128,492 | — | 147,999 | | Monica C. Lozano | 3,387 | 239,554 | — | 242,941 | | Maria N. Martinez(4) | 9,084 | — | — | 9,084 | | Lionel L. Nowell III | 3,930 | 191,734 | — | 195,664 | | Denise L. Ramos | — | 78,838 | — | 78,838 | | Clayton S. Rose(5) | 25,515 | 68,530 | — | 94,045 | | Michael D. White(6) | 85,650 | 97,993 | — | 183,643 | | Thomas D. Woods(7) | 122,397 | — | — | 122,397 | | Maria T. Zuber | 67,740 | — | — | 67,740 | | Named Executive Officers | | | | | | Brian T. Moynihan(8) | 2,803,195 | — | 1,724,434 | 4,527,629 | | Alastair M. Borthwick(9) | 363,201 | — | 626,792 | 989,993 | | Dean C. Athanasia(10) | 558,541 | — | 782,977 | 1,341,518 | | James P. DeMare(11) | 307,240 | — | 1,140,023 | 1,447,263 | | Matthew M. Koder | 1,021,009 | — | 793,205 | 1,814,214 | | All directors and current executive officers as a group (25 persons)(12) | 9,523,597 | 852,400 | 8,587,594 | 18,963,591 |
2025 shareholder engagement initiatives
| Name | Time-based RSUs (TRSUs) | Cash-settled RSUs (CRSUs) | Performance RSUs (PRSUs) | Total stock Units | | Brian T. Moynihan | 374,295 | 216,994 | 1,133,145 | 1,724,434 | | Alastair M. Borthwick | 280,776 | — | 346,016 | 626,792 | | Dean C. Athanasia | 353,490 | — | 429,487 | 782,977 | | James P. DeMare | 550,234 | — | 589,789 | 1,140,023 | | Matthew M. Koder | 353,343 | — | 439,862 | 793,205 | | All current executive officers as a group | 3,918,252 | 216,994 | 4,452,348 | 8,587,594 |
2025 Director pay components
2025 Director pay components The primary elements of 2025 annual compensation and incremental awards for our non-management directors, all of whom are independent, are provided in the table below. Incremental awards recognize additional responsibilities and the time commitment of these critical Board leadership roles.
2025 Director pay components
| | | Incremental awards for Board leadership | | | Annual award components | Non- management directors ($) | Lead Independent Director ($) | Committee chairs ($) | | Cash Award | 130,000 | 75,000 | 50,000 | | Restricted Stock Award | 280,000 | 175,000 | N/A |
2025 Director pay components
The annual restricted stock award in 2025 was made pursuant to the Bank of America Corporation Equity Plan (BACEP). The number of restricted shares awarded is equal to the dollar value of the award divided by the closing price of our common stock on the NYSE on the grant date, rounded down to the next whole share, with cash paid for any fractional share. The annual restricted stock award is subject to a one-year vesting requirement. Dividends accrue during the one-year vesting period and are paid when the award vests. If a director retires before the one-year vesting date, a prorated amount of the award vests based on the number of days the director served during the vesting period before retirement and any unvested amount of the award is forfeited.
Director compensation review
Director compensation review Our Compensation and Human Capital Committee annually reviews and periodically recommends updates to the director compensation program to our Board for approval. The Committee’s recommendation takes into account our director compensation philosophy, changes in market practices, and consultation with the Committee’s independent compensation consultant, Semler Brossy. As disclosed in our 2025 proxy statement, following the Committee’s 2024 review, our Board approved: (i) for all non-management directors, a $10,000 annual cash award increase to $130,000 and a $10,000 annual restricted stock award increase to $280,000; (ii) for our Lead Independent Director, a $50,000 incremental annual restricted stock award increase to $175,000; and (iii) for our committee chairs, a $10,000 incremental annual cash award increase for our Audit & Enterprise Risk Committee chairs and a $20,000 incremental annual cash award increase for our Compensation and Human Capital & Corporate Governance Committee chairs, bringing all committee chair annual cash awards to $50,000. These changes took effect as of our 2025 annual meeting of shareholders and were payable to our director nominees who were successfully elected at that meeting. These changes are reflected in the table above. No changes were made to the form or amount of director compensation as part of the Committee’s 2025 review.
Director compensation limit
Director compensation limit Effective April 22, 2025, the BACEP limits the maximum number of shares that may be awarded to a non-management director in a calendar year, together with any cash fees paid to that director, to $1 million in total value, with certain exceptions described in the BACEP.
Director deferral plan
Director deferral plan Non-management directors may elect to defer all or a portion of their annual restricted stock or cash awards through the Bank of America Corporation Director Deferral Plan (Director Deferral Plan). When directors elect to defer their restricted stock award, their stock account is credited with stock units equal in value to the restricted stock award and subject to the same vesting requirement applicable to restricted stock awards granted to directors. Each stock unit is equal in value to a share of our common stock, but because it is not an actual share of our common stock, it does not have any voting rights. When directors elect to defer their cash award, they may choose to defer into either a stock
Stock retention requirements and hedging prohibition for directors
| • | Under our stock retention requirements, non-management directors are required to hold and cannot sell the restricted stock they receive as compensation (except as necessary to pay taxes on taxable events such as vesting) until termination of their service. All non-management directors are in compliance with these requirements. |
Stock retention requirements and hedging prohibition for directors
| • | The BACEP prohibits our directors from pledging equity-based awards, including restricted stock awards. |
2025 Director compensation
2025 Director compensation The following table shows the compensation paid for services in 2025 to our non-management directors, all of whom are independent:
2025 Director compensation
| Director | Fees earned or paid in cash ($)(1) | Stock awards ($)(2) | All other compensation ($)(3) | Total ($) | | Sharon L. Allen | 180,000 | 280,000 | 5,000 | 465,000 | | José (Joe) E. Almeida | 130,000 | 280,000 | 0 | 410,000 | | Pierre J.P. de Weck | 130,000 | 280,000 | 326,056 | 736,056 | | Arnold W. Donald | 130,000 | 280,000 | 0 | 410,000 | | Linda P. Hudson | 130,000 | 280,000 | 0 | 410,000 | | Monica C. Lozano | 180,000 | 280,000 | 4,963 | 464,963 | | Maria N. Martinez(4) | 157,288 | 341,398 | 0 | 498,686 | | Lionel L. Nowell III | 205,000 | 455,000 | 0 | 660,000 | | Denise L. Ramos | 130,000 | 280,000 | 0 | 410,000 | | Clayton S. Rose | 180,000 | 280,000 | 0 | 460,000 | | Michael D. White | 180,000 | 280,000 | 0 | 460,000 | | Thomas D. Woods | 130,000 | 280,000 | 291,753 | 701,753 | | Maria T. Zuber | 130,000 | 280,000 | 0 | 410,000 |
2025 Director compensation
| (1) The amounts in this column represent the annual cash award plus any Lead Independent Director or committee chair cash retainers paid in 2025, including amounts deferred under the Director Deferral Plan. |
2025 Director compensation
| For 2025, no directors deferred cash awards into the stock account under the Director Deferral Plan. |
2025 Director compensation
| 40 | Bank of America |
2025 Director compensation
| (2) The amounts in this column represent the aggregate grant date fair value of restricted stock awards granted during 2025, whether or not those awards were deferred under the Director Deferral Plan. The grant date fair value is based on the closing price of our common stock on the NYSE on the grant date. As of December 31, 2025, our non-management directors held the number of unvested shares of restricted stock or, if deferred, unvested stock units shown in the table below: |
2025 Director compensation
| Director | Unvested shares of restricted stock or stock units (#) | | Sharon L. Allen | 7,307 | | José (Joe) E. Almeida | 7,306 | | Pierre J.P. de Weck | 7,306 | | Arnold W. Donald | 7,306 | | Linda P. Hudson | 7,307 | | Monica C. Lozano | 7,307 | | Maria N. Martinez | 7,306 | | Lionel L. Nowell III | 11,874 | | Denise L. Ramos | 7,307 | | Clayton S. Rose | 7,307 | | Michael D. White | 7,307 | | Thomas D. Woods | 3,937 | | Maria T. Zuber | 7,306 |
2025 Director compensation
| (3) Our directors are eligible to participate in our matching gifts program, under which our charitable foundation matches up to $5,000 in donations made annually by our employees and active directors to approved charitable organizations. Eligibility for matching gifts is based on the year the charitable donation was made by the director although the match may be completed in a subsequent year. This program is also available to all U.S.-based, benefits-eligible employees. The values in this column reflect the amounts that were donated to charities in 2025 on behalf of directors under the matching gifts program. The following director match donations were made in 2025: Ms. Allen, $5,000; Ms. Lozano, $4,963. |
2025 Director compensation
| Mr. de Weck is chair of the board of directors of Merrill Lynch International (MLI), a United Kingdom broker-dealer subsidiary of Bank of America. For his services as a non-management director of MLI and chair of the board of directors of MLI, Mr. de Weck received an annual cash retainer totaling £141,250. Mr. de Weck is also a member of the board of directors of BofA Securities Europe S.A. (BofASE), a French broker-dealer subsidiary of Bank of America, and served as chair of the board of directors of BofASE through July 31, 2025. For his services as a member and partial year chair of the board of directors of BofASE, Mr. de Weck received an annual cash retainer totaling €126,667. The retainers paid in 2025 are reported in the table above based on a weighted average exchange rate of approximately 0.76 pounds sterling to one dollar for his MLI service and approximately 0.90 euros to one dollar for his BofASE service. The exchange rate used for each payment was based on the average exchange rate for the month prior to the month of payment. |
2025 Director compensation
| Mr. Woods is a member of the board of directors of MLI and chair of the MLI board risk committee. For his services as a non-management director of MLI and chair of the MLI board risk committee, Mr. Woods received an annual cash retainer totaling £116,250. In addition, Mr. Woods is also a member of the board of directors of BofASE and was appointed as chair of the board of directors of BofASE, effective August 1, 2025. For his services as a member and partial year chair of the board of directors of BofASE, Mr. Woods received an annual cash retainer totaling €123,333. The retainers paid in 2025 are reported in the table above based on a weighted average exchange rate of approximately 0.76 pounds sterling to one dollar for his MLI service and approximately 0.90 euros to one dollar for his BofASE service. The exchange rate used for each payment was based on the average exchange rate for the month prior to the month of payment. |
2025 Director compensation
| Effective October 1, 2025, subsidiary board annual retainers were increased to €120,000 for service on the BofASE board (plus €70,000 for the board chair) and £100,000 for service on the MLI board (plus £60,000 for the board chair or £35,000 for a committee chair). These increases reflect the growing regulatory complexity, heightened accountability, and additional time commitments required to serve on these boards and were informed by market pay practice and benchmark data. |
2025 Director compensation
| MLI and BofASE are both subject to extensive foreign regulatory requirements. In light of the regulated status of these subsidiaries and Mr. de Weck’s and Mr. Woods’ responsibilities on these boards of directors for these entities, we believe the annual cash retainers paid to Mr. de Weck and Mr. Woods are commensurate with their roles and responsibilities. |
2025 Director compensation
| This column excludes the perquisites received by a director to the extent the total value of such perquisites was less than $10,000 in aggregate, as permitted under SEC rules. |
2025 Director compensation
| (4) Ms. Martinez was appointed to the Board on January 29, 2025, and received prorated compensation for her service through the 2025 annual meeting, consisting of $27,288 in cash and a prorated equity award of 1,313 shares of company restricted stock valued at $61,398. These amounts are reflected in the table above in addition to the standard $130,000 non-management director cash retainer and $280,000 in company restricted stock she received for service beginning after the 2025 annual meeting. |
2025 Director compensation
| 2026 Proxy Statement | 41 |
2025 Director compensation
| Proposal 2: Approving our executive compensation (an advisory, non-binding “Say on Pay” resolution) |
2025 Director compensation
Proposal 2: Approving our executive compensation (an advisory, non-binding “Say on Pay” resolution) We are seeking an advisory vote to approve our executive compensation for 2025. At our 2023 annual meeting of shareholders, a majority of shareholders voted to have a “Say on Pay” vote each year. As a result, we will conduct an advisory vote on executive compensation annually at least until the next shareholder advisory vote on the frequency of such votes. Although the “Say on Pay” vote is advisory and is not binding on our Board, our Compensation and Human Capital Committee will take into consideration the outcome of the vote when making future executive compensation decisions. At the 2025 annual meeting, 73.6% of the votes cast favored our “Say on Pay” proposal. The Committee considered this result and input from investors during our shareholder engagement process—which indicated strong support for our underlying approach to executive compensation and disclosure enhancements in recent years—leading the Committee to maintain a generally consistent approach for compensating named executive officers for 2025 full year performance. Our Board has designed our current executive compensation program to appropriately link compensation realized by our executive officers to our performance and properly align the interests of our executive officers with those of our shareholders. The details of this compensation for 2025, and the reasons we awarded it, are described in “Compensation discussion and analysis,” starting below.
2025 Director compensation
| | Our Board recommends a vote “FOR” approving our executive compensation (an advisory, non-binding “Say on Pay” resolution) (Proposal 2). |
2025 Director compensation
Our Board recommends that our shareholders vote in favor of the following resolution: “Resolved, that our shareholders approve, on an advisory basis, the compensation of our company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables, and the accompanying narrative discussion disclosed in this proxy statement.” Compensation discussion and analysis
2025 Director compensation
| 1. Executive summary | 43 | | a. Shareholder engagement & “Say on Pay” responsiveness | 43 | | b. Executive compensation philosophy | 44 | | c. Philosophy on one-time awards | 44 | | d. 2025 Executive compensation highlights | 45 | | 2. Performance evaluation and pay decision process | 46 | | 3. 2025 Company, segment, & individual performance | 48 | | a. Company performance | 48 | | b. Segment performance | 49 | | c. Individual performance and pay rationale highlights | 50 | | 4. 2025 Performance year total compensation decisions | 53 |
2025 Director compensation
| 5. Executive compensation program features | 54 | | a. Executive pay components & variable pay mix | 54 | | b. 2025 Performance year performance restricted stock units | 55 | | c. Compensation risk management features | 56 | | 6. Other compensation topics | 58 | | a. Results for performance restricted stock units | 58 | | b. 2025 Competitor group | 59 | | c. Retirement benefits | 59 | | d. Health and welfare benefits, perquisites & executive security | 59 | | e. Tax deductibility of compensation | 60 |
2025 Director compensation
| 42 | Bank of America |
a. Shareholder engagement & “Say on Pay” responsiveness
| • | Enhanced the performance restricted stock units program granted in February 2026 for performance year 2025, reflecting our focus on long-term Responsible Growth and the alignment of pay with successful achievement of growth for shareholders (see page 55): |
a. Shareholder engagement & “Say on Pay” responsiveness
| • | Increased the performance standards necessary to achieve 100% payout |
a. Shareholder engagement & “Say on Pay” responsiveness
| • | Provided the opportunity to earn up to 150% maximum payout for exceptional future performance |
a. Shareholder engagement & “Say on Pay” responsiveness
| • | The increased performance standards and introduction of upside payout opportunity reflect the company’s and Board’s focus on long-term Responsible Growth and the alignment of pay with successful achievement of growth for shareholders, as discussed with our investors during our 2025 Investor Day. |
a. Shareholder engagement & “Say on Pay” responsiveness
| • | Continued to provide pay rationale highlights for each named executive officer (NEO), including the CEO, in 2025, along with individual performance highlights to demonstrate the link between performance factors and compensation decisions (see page 50) |
Named executive officers (NEOs)
| • | The pay rationale for Mr. Moynihan’s compensation can be found on page 50. |
Named executive officers (NEOs)
| • | Half of Mr. Moynihan’s 2025 variable pay is awarded as performance restricted stock units. |
Named executive officers (NEOs)
| • | Performance restricted stock units granted for 2025 performance must be earned based on the company’s 2026-2028 financial performance. The Compensation and Human Capital Committee increased the performance standards required for a 100% payout and introduced a 150% maximum payout opportunity for exceptional performance, as detailed on page 55. |
Named executive officers (NEOs)
| • | The increased performance standards and introduction of upside payout opportunity reflect the company’s and Board’s focus on long-term Responsible Growth and the alignment of pay with successful achievement of growth for shareholders, as discussed with our investors during our 2025 Investor Day. |
Named executive officers (NEOs)
| • | The variable pay mix for NEOs other than the CEO is 70% long-term equity and 30% cash. |
Named executive officers (NEOs)
| • | The Compensation and Human Capital Committee and Board also reviewed market compensation benchmarks, which were considered in relation to the size, scope, complexity, and relative performance of our company and each NEO’s individual role. |
I. Performance Metrics and Scorecards
I. Performance Metrics and Scorecards At the start of each year, goals aligned to the tenets of Responsible Growth are set for each executive officer and progress to meeting those goals is tracked on scorecards. Individual scorecards are tailored to each NEO and include enterprise-wide and line of business metrics. These scorecards and additional performance information are reviewed by the Board over the course of the year and evaluated at the conclusion of each performance year. In addition to evaluation of the scorecards, the Committee’s compensation decision process includes a robust review of company and line of business performance as well as individual performance for each NEO. The Committee considers both absolute and relative metrics when evaluating performance, including relative rankings for company performance against our peers and market share for relevant business segments. For relative metrics considered in 2025, see the “2025 Company, segment, & individual performance” section on page 48. Our performance framework for NEOs is aligned to qualitative and quantitative metrics associated with the four tenets of Responsible Growth. Below are examples of key metrics considered under each tenet of Responsible Growth that are tracked and evaluated across company, segment/line of business, and individual performance, as appropriate by role. These metrics are generally consistent from year to year and support the Committee in tracking and evaluating progress over time.
I. Performance Metrics and Scorecards
| Responsible Growth: Performance Metrics | | | | | Grow and win in the market • Net income • Revenue • Total shareholder return • Return on assets • Return on tangible common equity • Tangible book value | Grow with our customer-focused strategy • Customer satisfaction and client experience • Digital adoption • Deposit growth • Loan growth • New accounts | Grow within our Risk Framework • Driving a strong risk management culture • Asset quality/charge-offs • Year-over-year performance relative to established risk metrics | Grow in a sustainable manner • Focused sustainability leadership in support of strategy • Being a Great Place to Work • Ongoing focus on Operational Excellence • Supporting our communities |
II. Market Pay Practice and Governance
| • | CEO pay and compensation practices at our primary competitor and leading financial institution peer groups are reviewed at least annually for pay-for-performance analysis and perspectives on the global financial services industry. |
II. Market Pay Practice and Governance
| • | A detailed review of market compensation benchmarks is conducted for our primary competitors for each NEO role. |
II. Market Pay Practice and Governance
| • | Size, scope, and complexity of our company and each NEO’s individual role is considered when reviewing market compensation benchmarks. |
II. Market Pay Practice and Governance
| • | While these detailed reviews provide the Committee with market context, there is no formulaic benchmarking. |
II. Market Pay Practice and Governance
| • | The Committee reviews performance metrics and scorecards for the CEO and each NEO. The CEO also provides perspective on performance and pay for our other NEOs. |
II. Market Pay Practice and Governance
| • | The Committee’s independent compensation consultant, Semler Brossy, provides perspectives on company performance, governance, and market pay practices for our NEOs as an input into the Committee’s and the Board’s compensation decisions. |
III. Evaluation and Pay Decisions
III. Evaluation and Pay Decisions Evaluation and pay decisions begin with a robust and detailed review of performance results aligned with the four tenets of Responsible Growth. The evaluation considers the “What,” which includes an evaluation of performance against scorecard metrics, and the “How,” which includes the manner in which results, both financial and non-financial, were achieved. Metrics are reviewed on an absolute basis against the scorecard and key metrics are also reviewed on a relative basis against primary competitors. This metric-driven evaluation drives the preliminary pay discussion. After the Committee has completed its robust and metric-driven performance evaluation to determine preliminary pay, the Committee weighs additional considerations such as market and governance practices, scope of role, experience, and prior year compensation to help inform the final total compensation determination. The Committee believes its use of business judgment and discretion, structured within the framework and governance of the tenets of Responsible Growth, is in the best interests of our shareholders, customers and clients, employees, and the communities we serve. This enables the Committee to appropriately respond to the complexities of internal and external factors when determining performance year compensation, including the complexity of operating a business the size of Bank of America and the regulatory framework in which the company operates. Compensation decisions are generally determined on a year-over-year basis without preset target levels of total compensation. Once performance year total compensation is determined for each NEO, the Committee applies the variable pay mix, which includes a majority of pay to be delivered over the long-term and subject to risk management features. See “Executive compensation program features” and “Compensation risk management features” on pages 54 and 56, respectively. The Committee’s performance year total compensation recommendations are then subject to a multi-step review and approval process outlined below.
c. Individual performance and pay rationale highlights(1)
c. Individual performance and pay rationale highlights(1) Brian T. Moynihan Chair of the Board and Chief Executive Officer Mr. Moynihan has served as the Chief Executive Officer of Bank of America Corporation since January 2010 and as Chair of our Board since October 2014. He continues to be recognized globally as a leader in the financial services industry.
c. Individual performance and pay rationale highlights(1)
| HIGHLIGHTS OF PAY RATIONALE AND PERFORMANCE | | | • Exceeded the Board approved financial plan with diluted EPS up 19%, net income up 13%, and generated approximately 250 bps of operating leverage vs. 2024 • Delivered strong operating and market-share performance - loan growth, deposit growth and fee growth generally met or exceeded the Board’s expectations • Focus on growth as part of Responsible Growth and continued investments to make the company a Great Place to Work • 28% Total Shareholder Return (TSR) in 2025, following 34% TSR in 2024 • Peer benchmark data and trends were considered, including relative size, scope, and complexity • Total compensation of $41 million is up 17% vs. 2024 | |
ADDITIONAL PERFORMANCE HIGHLIGHTS
| • | Hosted a detailed Investor Day to engage with our investors on our medium- and long-term financial targets |
ADDITIONAL PERFORMANCE HIGHLIGHTS
| HIGHLIGHTS OF PAY RATIONALE AND PERFORMANCE | | | • Appointed Executive Vice President in September 2025 • As strategic advisor to the CEO, helped the company grow revenue and control expenses while investing in the franchise • Disciplined management of capital and liquidity to support strong loan growth and increased capital returned to shareholders • Peer benchmark data and trends were considered • Total compensation of $20.0 million is up 29% vs. 2024 | | | | ● Salary $1.0M ● TRSU $6.65M ● Cash $5.7M ● PRSU $6.65M |
GROW IN A SUSTAINABLE MANNER
| • | Continued disciplined investment in people, technology, and process improvements to support long-term efficiency |
GROW IN A SUSTAINABLE MANNER
| HIGHLIGHTS OF PAY RATIONALE AND PERFORMANCE | | | • Appointed Co-President of Bank of America in September 2025, driving growth across all eight lines of business • Strong business performance across business lines; extensive industry recognition • Maintained #1 position in U.S. Consumer Deposits with record high Consumer client experience. Record Business Banking relationships • Peer benchmark data and trends were considered • Total compensation of $26.0 million is up 44% vs. 2024 | | | | ● Salary $1.0M ● TRSU $8.75M ● Cash $7.5M ● PRSU $8.75M |
GROW IN A SUSTAINABLE MANNER
| HIGHLIGHTS OF PAY RATIONALE AND PERFORMANCE | | | • Appointed Co-President of Bank of America in September 2025, driving growth across all eight lines of business • Strong business performance across business lines; extensive industry recognition • Record year for sales and trading revenues with sustained growth year-over-year • Peer benchmark data and trends were considered • Total compensation of $31.0 million is up 19% vs. 2024 | | | | ● Salary $1.0M ● TRSU $10.5M ● Cash $9.0M ● PRSU $10.5M |
GROW IN A SUSTAINABLE MANNER
| HIGHLIGHTS OF PAY RATIONALE AND PERFORMANCE | | | • Delivered strong results and industry recognition • Maintained top three investment banking fee ranking for the fourth consecutive year • Continued strong market share, leading top tier competitors in investment bank market share gains since 2018 • Peer benchmark data and trends were considered • Total compensation of $22.0 million is up 10% vs. 2024 | | | | ● Salary $1.0M ● TRSU $7.35M ● Cash $6.3M ● PRSU $7.35M |
4. 2025 Performance year total compensation decisions
| Name | Base salary ($) | Annual cash incentive ($) | Cash-settled restricted stock units ($) | Performance restricted stock units ($) | Time-based restricted stock units ($) | Total 2025 compensation ($) | | Brian T. Moynihan | 1,500,000 | 0 | 11,850,000 | 19,750,000 | 7,900,000 | 41,000,000 | | Alastair M. Borthwick | 1,000,000 | 5,700,000 | 0 | 6,650,000 | 6,650,000 | 20,000,000 | | Dean C. Athanasia | 1,000,000 | 7,500,000 | 0 | 8,750,000 | 8,750,000 | 26,000,000 | | James P. DeMare | 1,000,000 | 9,000,000 | 0 | 10,500,000 | 10,500,000 | 31,000,000 | | Matthew M. Koder | 1,000,000 | 6,300,000 | 0 | 7,350,000 | 7,350,000 | 22,000,000 |
a. Executive pay components & variable pay mix
a. Executive pay components & variable pay mix Our Compensation and Human Capital Committee determines the pay for our NEOs for each performance year. Our pay-for-performance structure is designed to emphasize variable pay and help motivate our executives to deliver sustained shareholder value and Responsible Growth. Consistent with prior years, restricted stock units are divided into the following components, which are unchanged from performance year 2024: annual cash-settled (CEO only), time-based, and performance-based. Certain of the time-based restricted stock units for NEOs other than Mr. Moynihan are cash-settled, as described below. The following charts provide an overview of the 2025 pay components and 2025 variable pay mix for our NEOs, including the vesting, performance, and settlement standards that provide a multi-year look back on 2025 achievements.
a. Executive pay components & variable pay mix
| Performance Year 2025 Pay Components | | | Cash Pay Components | | | Description | How it pays | | Base Salary • Determined based on job scope, experience, and market comparable positions; provides fixed pay to attract and retain executives and balance risk-taking | • Semi-monthly cash payment through 2025 | | Annual cash incentive—except CEO • Provides short-term variable pay for the performance year for non-CEO executives | • Single cash payment in February 2026 | | Restricted Stock Unit Pay Components | | | Description | How it pays | | Annual cash-settled restricted stock units (CRSUs)—CEO only | | | • Track stock price performance over 1-year vesting period • Vest in 12 equal installments from March 2026 – February 2027 | • Granted in February 2026 • Cash-settled upon vesting | | Performance restricted stock units (PRSUs) | | | • Vest based on future achievement of specific tax-normalized return on assets (ROA) and growth in adjusted tangible book value (TBV) standards over 3-year performance period • Track company and stock price performance • Encourage sustained earnings during the performance period; future adverse performance below these standards will decrease the amount paid | • Granted in February 2026 • If performance standards are achieved, grants will be earned at the end of the performance period (2028) • 150% is the maximum that can be earned; upside opportunity reinforces the company’s focus on long-term Responsible Growth • If both threshold standards are not achieved, the entire award is forfeited • Share-settled to the extent earned | | See “Results for performance restricted stock units” on page 58 for the vesting and value of prior awards | | | Time-based restricted stock units (TRSUs) | | | • Track stock price performance over 4-year vesting period • Align with sustained longer-term stock price performance | • Granted in February 2026 • Vests in four annual installments beginning in February 2027 • 100% share-settled upon vesting for our CEO • 50% share-settled and 50% cash-settled upon vesting for other NEOs |
a. Executive pay components & variable pay mix
| Performance Year 2025 Variable Pay Mix | | | • A majority of variable pay is delivered as equity-based awards that reflect the balance between short-term and long-term results. • The charts to the right illustrate the variable pay mix for our CEO and other NEOs. | |
b. 2025 Performance year performance restricted stock units
b. 2025 Performance year performance restricted stock units
b. 2025 Performance year performance restricted stock units
| PRSUs granted in February 2026 (based on 2025 performance) require the company to meet average ROA and average adjusted TBV growth standards (tax-normalized and each metric equally weighted at 50%) over a three-year performance period from 2026-2028 with a 150% maximum that can be earned (up from 100% maximum for February 2025 PRSU grants). Our performance metrics remain aligned with our consistent business strategy of Responsible Growth. ROA promotes efficient use of the balance sheet, an accountability placed on executives since the inception of the PRSU program, and complements adjusted TBV growth, which promotes efficient use of capital. Based on the Board’s ongoing evaluation and in consideration of input received from shareholders, the Board increased the performance standards necessary to achieve 100% payout and provided the opportunity to earn up to 150% maximum payout for exceptional future performance, as described in the table below. The increased performance standards and introduction of upside payout opportunity reflect the company’s and Board’s focus on long-term Responsible Growth and the alignment of pay with successful achievement of growth for shareholders, as discussed with our investors during our 2025 Investor Day. Under a hypothetical scenario, if our 2025 full-year average assets of $3.4 trillion remained constant during the performance period, our company would need to earn $92 billion in aggregate net income from 2026-2028 to achieve the PRSU 90 bps ROA standard in order to earn 100% of target and we would need to earn $112 billion in aggregate net income from 2026-2028 to achieve the PRSU 110 bps ROA maximum standard in order to earn 150% payout. On an annualized basis, this equals approximately $31 billion in earnings to earn 100% of target and $37 billion in earnings to earn the maximum 150% payout, which is higher than any reported net income in our history. | Key updates for performance year 2025 PRSUs: • increased the performance standards necessary to achieve 100% payout • provided the opportunity to earn up to 150% maximum payout for exceptional future performance _____________________________ To achieve the new ROA standards: • $92 billion in aggregate 2026-2028 net income required to achieve 90 bps ROA (100% standard) • $112 billion in aggregate 2026-2028 net income required to achieve 110 bps ROA (150% standard) |
b. 2025 Performance year performance restricted stock units
The increase in standards and the maximum payout for PRSUs from 100% to 150% is intended to strengthen the alignment between NEO compensation and shareholder value creation. This design change reflects the following considerations:
b. 2025 Performance year performance restricted stock units
| • | Reinforces the company’s focus on growth, pay-for-performance philosophy, and alignment with shareholder interests |
b. 2025 Performance year performance restricted stock units
| • | Consistent with market practice use of upside payout opportunity on performance restricted stock unit awards |
b. 2025 Performance year performance restricted stock units
| • | Maintains robust governance safeguards, including clawback provisions and performance certification by the Compensation and Human Capital Committee |
b. 2025 Performance year performance restricted stock units
| • | No adjustments to PRSU results for the impact of litigation, fines, and penalties or non-tax impairment charges |
b. 2025 Performance year performance restricted stock units
These performance metrics and standards encourage the achievement of sustained shareholder value and Responsible Growth. PRSUs are forfeited if results are below both minimum standards. For any portion of the PRSU standards achieved, payment will be made after the end of the performance period. The performance year 2025 PRSU standards are outlined below: Note: Any results achieved above 33 (1)/3% will be interpolated on a straight-line basis between the two nearest standards.
b. 2025 Performance year performance restricted stock units
| (1) Three-year average ROA (tax-normalized) means the average “return on assets” for the three calendar years in the performance period. For this purpose, “return on assets” will be determined at the conclusion of each year based on the generally accepted accounting principles (GAAP) definition and, to the extent necessary, normalized to exclude the material effects of changes to the Internal Revenue Code of 1986 and related regulations adopted after the first day of the performance period. |
b. 2025 Performance year performance restricted stock units
| (2) Three-year average growth in adjusted TBV means the average year-over-year percentage change in “adjusted tangible book value” for the three calendar years in the performance period. For this purpose, “adjusted tangible book value” for each year will equal our total common shareholders’ equity, less (a) the cumulative impact of any capital actions approved by our company’s Board and completed by our company during the performance period, and less (b) the sum of the carrying value of: (i) goodwill and (ii) intangible assets excluding mortgage servicing rights; adjusted for (iii) deferred tax liabilities directly related to (i) and (ii). Each year-over-year percentage change is measured after the conclusion of each calendar year using the beginning balance as of January 1 and the ending balance as of December 31 of that year and, to the extent necessary, will be normalized to exclude the material effects of changes to the Internal Revenue Code of 1986 and related regulations adopted after the first day of the performance period. |
b. 2025 Performance year performance restricted stock units
| 2026 Proxy Statement | 55 |
i. Pay practices
| What We Do | | Pay for performance and allocate individual awards based on actual results and how results were achieved | | | | Use balanced, risk-adjusted performance measures | | | | Review feedback from independent control functions in performance evaluations and compensation decisions | | | | Provide appropriate mix of fixed and variable pay to reward company, line of business, and individual performance | | | | Defer a majority of variable pay as equity-based awards | | | | Consistent with our fiduciary and regulatory obligations supporting the safety and soundness of our company, the Board applies informed business judgment and a balanced assessment of performance rather than relying solely on predetermined compensation formulas for determining NEO pay | | | | Apply robust clawback features to all executive officer variable pay | | | | Require stock ownership and retention to retirement of a significant portion of equity-based awards | | | | Engage with shareholders on governance and compensation | | | | Prohibit hedging and speculative trading of company securities | | | | Grant equity-based awards on a pre-established date to avoid any appearance of coordination with the release of material non-public information | | | | Prohibit pledging of equity-based awards | | What We Don’t Do | | Change in control agreements for executive officers | | | | Severance agreements for executive officers | | | | Multi-year guaranteed incentive awards for executive officers | | | | Severance benefits to our executive officers exceeding two times base salary and bonus without shareholder approval per our policy | | | | Accrual of additional retirement benefits under any supplemental executive retirement plans | | | | Excise tax gross-ups upon change in control | | | | Discounting, reloading, or repricing stock options without shareholder approval | | | | Single-trigger vesting of equity-based awards upon change in control | | | | Adjust PRSU results for the impact of litigation, fines, and penalties or non-tax impairment charges |
a. Results for performance restricted stock units
a. Results for performance restricted stock units PRSUs have been a component of our executive compensation program since 2011. PRSUs require recipients to earn awards over the performance period based on achievement of established performance standards and help align management with shareholder interests. Since 2013, PRSUs have been based 50% on three-year average ROA and 50% on three-year average growth in adjusted TBV standards. Our practice is not to make discretionary adjustments to PRSU results for the impact of legacy litigation, fines, and penalties, or impairment charges, which have contributed to outcomes for PRSU payouts since their introduction. The 2023 PRSUs completed in 2025 achieved 100% of the target opportunity based on ROA results of 85 bps and adjusted TBV results of 14.69% (compared to 100% target opportunity based on 2023 PRSU performance standards set at ROA results of ≥ 80 bps and TBV results of ≥ 8.5%).(1) We did not adjust PRSU results for 2023 and 2024 in connection with the tax-related change to accounting methods.(2) See the description of the 2023 PRSUs and vesting terms following the “Grants of plan-based awards table” on page 76 of our 2024 proxy statement. The award terms for these PRSUs provide for the calculation of performance results at the conclusion of each calendar year in the performance period. As a result, the performance results above may differ from the results reported under GAAP in our company’s audited financial statements.
a. Results for performance restricted stock units
| (1) The three-year average ROA and three-year average growth in adjusted TBV results for the 2023 PRSUs were calculated as follows: |
a. Results for performance restricted stock units
Three-year Average ROA (tax-normalized) was the average “return on assets” for the three calendar years in the performance period. For this purpose, “return on assets” was determined at the conclusion of each year based on the generally accepted accounting principles (GAAP) definition and, to the extent necessary, normalized to exclude the material effects of changes in the Internal Revenue Code of 1986 and related regulations adopted after the first day of the performance period. Three-year Average Growth in Adjusted TBV was the average year-over-year percentage change in “adjusted tangible book value” for the three calendar years in the performance period. For this purpose, “adjusted tangible book value” for each year equaled our total common shareholders’ equity, less (a) the impact of any capital actions approved by our company’s Board and completed by our Company, and less (b) the sum of the carrying value of: (i) goodwill and (ii) intangible assets excluding mortgage servicing rights; adjusted for (iii) deferred tax liabilities directly related to (i) and (ii). Each year-over-year percentage change was measured after the conclusion of each calendar year using the beginning balance as of January 1 and the ending balance as of December 31 of that year and, to the extent necessary, was normalized to exclude the material effects of changes in the Internal Revenue Code of 1986 and related regulations adopted after the first day of the performance period.
a. Results for performance restricted stock units
| (2) Effective in the fourth quarter of 2025 and as previously disclosed in our Form 8-K dated January 6, 2026, the company elected to change its accounting methods related to its tax-related affordable housing, eligible wind renewable energy and solar renewable energy equity investments, which were applied on a retrospective basis. |
a. Results for performance restricted stock units
| 58 | Bank of America |
b. 2025 Competitor group
b. 2025 Competitor group Our Compensation and Human Capital Committee periodically reviews compensation practices of competitors to evaluate market trends, pay levels, and relative performance in executive compensation, but without any formulaic benchmarking. The Committee constructs a peer group that best reflects the unique complexity of our business. Given our size and scale, we consider five primary competitors and eleven other leading financial institutions. All U.S.-based peers are used for CEO pay-for-performance benchmarking analysis:
Summary compensation table
Summary compensation table The following table shows compensation paid, accrued, or awarded with respect to our named executive officers (NEOs) during the years indicated:
2025 Summary compensation table(1)
2025 Summary compensation table(1)
2025 Summary compensation table(1)
| Name and principal position(2) | Year | Salary ($)(3) | Bonus ($)(4) | Stock awards ($)(5) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings ($)(6) | All other compensation ($)(7) | Total ($) | | Brian T. Moynihan Chair and Chief Executive Officer | 2025 | 1,500,000 | 0 | 30,666,747 | 0 | 972,981 | 571,793 | 33,711,521 | | | 2024 | 1,500,000 | 0 | 25,720,414 | 0 | 935,198 | 583,090 | 28,738,702 | | | 2023 | 1,500,000 | 0 | 25,728,076 | 0 | 955,726 | 387,390 | 28,571,192 | | Alastair M. Borthwick Executive Vice President and Chief Financial Officer | 2025 | 1,000,000 | 5,700,000 | 9,227,999 | 0 | 3,612 | 50,273 | 15,981,884 | | | 2024 | 1,000,000 | 4,350,000 | 7,152,418 | 0 | 2,917 | 49,466 | 12,554,801 | | | 2023 | 1,000,000 | 3,300,000 | 4,939,890 | 0 | 2,671 | 53,413 | 9,295,974 | | Dean C. Athanasia Co-President, Bank of America | 2025 | 1,000,000 | 7,500,000 | 10,818,968 | 0 | 11,697 | 60,177 | 19,390,842 | | | 2024 | 1,000,000 | 5,100,000 | 8,777,975 | 0 | 18,468 | 52,473 | 14,948,916 | | | 2023 | 1,000,000 | 4,050,000 | 6,707,860 | 0 | 89,734 | 52,815 | 11,900,409 | | James P. DeMare Co-President, Bank of America | 2025 | 1,000,000 | 9,000,000 | 15,910,206 | 0 | 0 | 72,530 | 25,982,736 | | | 2024 | 1,000,000 | 7,500,000 | 13,004,344 | 0 | 0 | 49,422 | 21,553,766 | | | 2023 | 1,000,000 | 6,000,000 | 14,681,816 | 0 | 0 | 46,232 | 21,728,048 | | Matthew M. Koder President, Global Corporate & Investment Banking | 2025 | 1,000,000 | 6,300,000 | 12,091,778 | 0 | 0 | 49,082 | 19,440,860 | | | 2024 | 1,000,000 | 5,700,000 | 10,078,348 | 0 | 0 | 76,087 | 16,854,435 | | | 2023 | 1,000,000 | 4,650,000 | 7,643,866 | 0 | 0 | 323,362 | 13,617,228 |
2025 Summary compensation table(1)
| (1) SEC rules require the “Summary compensation table” to include in each year’s amount the aggregate grant date fair value of stock awards granted during the year. Typically, we grant stock awards early in the year as part of total year-end compensation awarded for prior year performance. As a result, the amounts for stock awards generally appear in the “Summary compensation table” for the year after the performance year upon which they were based, and therefore the “Summary compensation table” does not fully reflect our Compensation and Human Capital Committee’s view of its pay-for-performance executive compensation program for a particular performance year. For example, amounts shown as 2025 compensation in the “Stock awards” column include stock awards granted in February 2025 for 2024 performance, as well as any other stock awards granted during 2025 that are not part of performance year 2025 compensation. See “Compensation discussion and analysis” starting on page 42 for a discussion about how the Committee viewed its 2025 compensation decisions for the NEOs. |
2025 Summary compensation table(1)
| (2) All listed NEO positions are those held as of December 31, 2025. |
2025 Summary compensation table(1)
| (3) Includes any amounts voluntarily deferred under our qualified 401(k) plan and our nonqualified deferred compensation plan. See “Nonqualified deferred compensation table” on page 69. |
2025 Summary compensation table(1)
| (4) Amounts reflect annual cash incentive awards received by the NEOs for performance in the applicable year. |
2025 Summary compensation table(1)
| (5) Amounts shown are the aggregate grant date fair value of cash-settled restricted stock units (CRSUs), performance restricted stock units (PRSUs), and time-based restricted stock units (TRSUs) granted in the year indicated. Grants of stock-based awards (excluding CRSUs) include the right to receive cash dividends only if and when the underlying award becomes vested and payable. The grant date fair value is based on the closing price of our common stock on the applicable grant date ($46.96 on February 14, 2025). For the PRSUs granted in 2025, the actual number of PRSUs earned (0% up to the maximum level of 100%) will depend on our company’s future achievement of specific ROA and growth in adjusted TBV standards (tax-normalized) over a three-year performance period ending December 31, 2027. Values in the “Stock awards” column assume that 100% (the maximum level) of the PRSUs granted would vest as the probable outcome for purposes of determining the grant date fair value. For TRSUs granted in 2025, the award is settled 50% in shares and 50% in cash for all NEOs, except for Mr. Moynihan for whom the award is settled 100% in shares. The grant date fair value for PRSUs and share-settled TRSUs includes a discount rate to reflect the impact of post-vesting transfer restrictions on the value of these awards. The discount rate for each year is as follows: |
2025 Summary compensation table(1)
| • | 2025: 12.5% for PRSUs and share-settled TRSUs |
2025 Summary compensation table(1)
| • | 2024: 12.5% for PRSUs and share-settled TRSUs |
2025 Summary compensation table(1)
| • | 2023: ~12% for PRSUs and TRSUs |
2025 Summary compensation table(1)
The discount rate does not apply to CRSUs, the cash-settled portion of TRSUs granted in 2025 and 2024, or to the TRSUs granted to Mr. DeMare described in footnote 3 to the “Grants of plan-based awards table” in our 2024 proxy statement.
2025 Summary compensation table(1)
| 2026 Proxy Statement | 61 |
2025 Summary compensation table(1)
| (6) The following table shows the change in pension value and the amount of any above-market earnings on nonqualified deferred compensation for the NEOs: |
2025 Summary compensation table(1)
| Name | Change in pension value ($) | Above-market earnings on nonqualified deferred compensation ($) | | Brian T. Moynihan | 798,458 | 174,523 | | Alastair M. Borthwick | 3,612 | 0 | | Dean C. Athanasia | 11,697 | 0 | | James P. DeMare | 0 | 0 | | Matthew M. Koder | 0 | 0 |
2025 Summary compensation table(1)
The “Change in pension value” equals the change in the actuarial present value of all pension benefits from December 31, 2024 to December 31, 2025. For this purpose, in accordance with SEC rules, the present value was determined using the same assumptions applicable for valuing pension benefits for purposes of our financial statements. See “Pension benefits table” on page 68. Effective June 30, 2012, Bank of America froze pension plan accruals under all of its U.S. pension plans for all employees. As a result, the NEOs are not accruing any additional pension benefits with respect to any compensation or service after June 30, 2012. For Mr. Moynihan, the amount reported above under “Change in pension value” is primarily the result of annuity benefits under a legacy supplemental retirement plan frozen since 2005. The monthly annuity benefit amount has not changed since the supplemental retirement plan was frozen. However, the present value of the benefit increases each year because he is one year older. The above-market earnings on nonqualified deferred compensation result from Mr. Moynihan’s participation in a pre-1998 legacy FleetBoston deferred compensation plan. See “Nonqualified deferred compensation table” on page 69.
2025 Summary compensation table(1)
| (7) The following table shows amounts included in the “All other compensation” column for each NEO in 2025. This column includes the perquisites received by a NEO to the extent the total value of such perquisites was equal to or exceeded $10,000, as required under SEC rules. |
Grants of plan-based awards table
Grants of plan-based awards table The following table shows additional information regarding CRSUs, PRSUs, and TRSUs granted to our NEOs in 2025. For information about equity-based awards granted to our NEOs in February 2026 for 2025 performance, see “Compensation discussion and analysis” beginning on page 42.
Grants of plan-based awards in 2025
Grants of plan-based awards in 2025
Grants of plan-based awards in 2025
| Name | Award type | Grant date | Approval date | Estimated future payouts under equity incentive plan awards(1) | | | All other stock awards: number of shares or units (#) | Grant date fair value of stock awards ($)(2) | | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | Brian T. Moynihan | CRSU | 2/14/2025 | 1/29/2025 | — | — | — | 214,698 | 10,082,218 | | | PRSU | 2/14/2025 | 1/29/2025 | 119,276 | 357,830 | 357,830 | — | 14,703,235 | | | TRSU | 2/14/2025 | 1/29/2025 | — | — | — | 143,132 | 5,881,294 | | Alastair M. Borthwick | PRSU | 2/14/2025 | 1/28/2025 | 36,139 | 108,418 | 108,418 | — | 4,454,896 | | | TRSU | 2/14/2025 | 1/28/2025 | — | — | — | 108,418 | 4,773,103 | | Dean C. Athanasia | PRSU | 2/14/2025 | 1/28/2025 | 42,370 | 127,110 | 127,110 | — | 5,222,950 | | | TRSU | 2/14/2025 | 1/28/2025 | — | — | — | 127,110 | 5,596,018 | | James P. DeMare | PRSU | 2/14/2025 | 1/28/2025 | 62,308 | 186,926 | 186,926 | — | 7,680,789 | | | TRSU | 2/14/2025 | 1/28/2025 | — | — | — | 186,926 | 8,229,417 | | Matthew M. Koder | PRSU | 2/14/2025 | 1/28/2025 | 47,354 | 142,064 | 142,064 | — | 5,837,410 | | | TRSU | 2/14/2025 | 1/28/2025 | — | — | — | 142,064 | 6,254,368 |
Grants of plan-based awards in 2025
| (1) The number of PRSUs reported above assumes that the performance standard achieved is at threshold, target, or maximum for both the three-year average ROA, and average growth in adjusted TBV performance metrics; see “PRSUs” on page 64. There is no upside payout opportunity for this award: the target amount is the maximum that can be re-earned. |
Grants of plan-based awards in 2025
| (2) The number of CRSUs, PRSUs, and TRSUs granted in 2025 was calculated by dividing the original award value determined by our Compensation and Human Capital Committee by the average closing price of our common stock for the 10-day period ending on, and including, the grant date. For Messrs. Borthwick, Athanasia, DeMare, and Koder, 50% of the TRSUs are settled in shares and 50% are settled in cash. For Mr. Moynihan, 100% of the TRSUs are settled in shares. Because the grant date fair value for these awards is based on the closing price of our common stock on the grant date ($46.96) on February 14, 2025, the dollar amount of the grant date fair value will differ slightly from the original award value determined by our Compensation and Human Capital Committee. The grant date fair value of the PRSUs and the share-settled TRSUs granted in 2025 includes a discount of 12.5% to reflect the impact of post-vesting transfer restrictions on the value of these awards. The discount rate does not apply to the CRSUs or cash-settled portion of the TRSUs. For additional information about the applicable assumptions for determining the grant date fair value of restricted stock unit awards, see footnote 5 to the “Summary compensation table” on page 61. |
Grants of plan-based awards in 2025
| 2026 Proxy Statement | 63 |
PRSUs
PRSUs
PRSUs
| • | The PRSUs granted in February 2025 are re-earned based on average ROA and average adjusted TBV growth standards (tax-normalized and each metric equally weighted at 50%) over a three-year performance period from January 1, 2025 through December 31, 2027. The following highlights the performance metrics and standards of these PRSU awards: |
PRSUs
| • | “Three-year Average ROA (tax-normalized)” means the average “return on assets” for the three calendar years in the performance period. For this purpose, “return on assets” will be determined at the conclusion of each year based on the generally accepted accounting principles (GAAP) definition and, to the extent necessary, normalized to exclude the material effects of changes in the Internal Revenue Code of 1986 and related regulations adopted after the first day of the performance period. |
PRSUs
| • | “Three-year Average Growth in Adjusted TBV” means the average year-over-year percentage change in “adjusted tangible book value” for the three calendar years in the performance period. For this purpose, “adjusted tangible book value” for each year will equal our total common shareholders’ equity, less (a) the cumulative impact of any capital actions approved by our company’s Board and completed by Bank of America during the performance period, and less (b) the sum of the carrying value of: (i) goodwill and (ii) intangible assets excluding mortgage servicing rights; adjusted for (iii) deferred tax liabilities directly related to (i) and (ii). Each year-over-year percentage change is measured after the conclusion of each calendar year using the beginning balance as of January 1 and the ending balance as of December 31 of that year and, to the extent necessary, will be normalized to exclude the material effects of changes in the Internal Revenue Code of 1986 and related regulations adopted after the first day of the performance period. |
PRSUs
| • | The awards are equally weighted with 50% based on ROA standards (tax-normalized) and 50% based on adjusted TBV growth standards. The portion of the PRSUs earned for the performance period depends on the level of our average ROA and adjusted TBV growth. No PRSUs will be earned if results are below the minimum standards. Results above the 33 1/3% minimum standard will be interpolated on a straight-line basis between the two nearest standards. |
PRSUs
| Three-year average ROA (tax-normalized) (50% weighting) | | Three-year average growth in adjusted TBV (50% weighting) | | | Standard | % Earned | Standard | % Earned | | <50bps | 0% | <5.25% | 0% | | 50bps | 33 (1)⁄3% | 5.25% | 33 (1)⁄3% | | 65bps | 66 (2)⁄3% | 7.00% | 66 (2)⁄3% | | ≥80bps | 100% | ≥8.50% | 100% |
PRSUs
| • | Any PRSUs earned for the performance period will be settled on March 1, 2028 in shares of our common stock, net of applicable taxes. There is no upside payout opportunity for this award: 100% is the maximum that can be re-earned. |
PRSUs
| • | Cash dividend equivalents, if any, are accrued and paid only if and when the underlying units become vested and payable. |
PRSUs
| • | To encourage sustainable, long-term performance, PRSUs are subject to performance-based cancellation, and payment on a settlement date is specifically conditioned on our company or the applicable segments remaining profitable over the performance period whereupon if a loss is determined to have occurred, our Compensation and Human Capital Committee, together with key control functions, will review losses and the executive officer’s accountability. The Committee will then make a final determination to either take no action or to cancel all or a portion of the part of the executive officer’s award otherwise payable as of the applicable settlement date. All such determinations will be final and binding. |
PRSUs
| 64 | Bank of America |
PRSUs
| • | The following chart shows how the PRSUs are treated if a NEO terminates employment: |
PRSUs
| Reason for termination | Impact on vesting and payment date | | Death | Full vesting at the maximum level; immediate payment | | Disability | Continue to earn and pay per schedule, subject to ROA and growth in adjusted TBV performance, covenants,(1) and performance-based cancellation | | Involuntary for cause(2) | Canceled | | Involuntary without cause or voluntary | Canceled, unless eligible for Qualifying Termination | | Qualifying Termination(3) | Continue to earn and pay per schedule, generally provided the executive officer does not subsequently work for a competitive business and annually provides a written certification of compliance and subject to ROA and growth in adjusted TBV performance, covenants,(1) and performance-based cancellation |
PRSUs
| (1) Covenants for vesting purposes are nonsolicitation, detrimental conduct, and compliance with anti-hedging/derivative transactions policies. Awards also are subject to recoupment: (i) under our Incentive Compensation Recoupment Policy, and (ii) in case of violation of covenants regarding detrimental conduct and anti-hedging/derivative transactions policies. |
PRSUs
| (2) For purposes of these awards, “cause” is generally defined as a termination of an employee’s employment if it occurs in conjunction with a determination that the employee has: (i) committed an act of fraud or dishonesty in the course of his employment; (ii) been convicted of (or pleaded no contest with respect to) a crime constituting a felony or a crime of comparable magnitude under applicable law (as determined by Bank of America in its sole discretion); (iii) committed an act or omission which causes the employee or Bank of America or its subsidiaries to be in violation of federal or state securities laws, rules or regulations, and/or the rules of any exchange or association of which Bank of America or its subsidiaries is a member, including statutory disqualification; (iv) failed to perform job duties where such failure is injurious to Bank of America or any subsidiary, or to Bank of America’s or such subsidiary’s business interests or reputation; (v) materially breached any written policy applicable to employees of Bank of America Corporation and its subsidiaries, including, but not limited to, the Bank of America Corporation Code of Conduct and General Policy on Insider Trading; or (vi) made an unauthorized disclosure of any confidential or proprietary information of Bank of America Corporation or its subsidiaries or has committed any other material violation of Bank of America’s written policies regarding confidential and proprietary information. |
PRSUs
| (3) A Qualifying Termination means any voluntary or involuntary termination (other than for death, disability, or “cause”) after the executive has met certain specified age and/or service requirements. For awards granted on or after February 15, 2022, but before February 15, 2024, the NEOs must have at least 10 years of service and reached at least age 50. For awards granted on or after February 15, 2024, the NEOs must have at least 10 years of service and reached at least age 55 or must have reached at least age 60. Pursuant to a March 4, 2019, letter agreement, Mr. Koder has a special eligibility standard. A November 9, 2021 letter agreement provides for continued vesting of Mr. DeMare’s restricted stock units upon his termination, subject to his compliance with certain covenants, including not working for named competitive businesses. |
Outstanding equity awards as of December 31, 2025
Outstanding equity awards as of December 31, 2025
Outstanding equity awards as of December 31, 2025
| | Stock awards | | | | | Name | Number of shares/ units of stock that have not vested (#) | Market value of shares/ units of stock that have not vested ($)(1) | Equity incentive plans awards: number of unearned shares/ units of stock that have not vested (#) | Equity incentive plan awards: market value of unearned shares/ units of stock that have not vested ($)(1) | | Brian T. Moynihan | 31,705(2) | 1,743,775 | — | — | | | 79,101(3) | 4,350,555 | — | — | | | 395,504(4) | 21,752,720 | — | — | | | 124,098(5) | 6,825,390 | 413,659(6) | 22,751,245 | | | 35,783(7) | 1,968,065 | — | — | | | 143,132(8) | 7,872,260 | 357,830(9) | 19,680,650 | | Alastair M. Borthwick | 16,113(2) | 886,215 | — | — | | | 25,000(10) | 1,375,000 | — | — | | | 39,551(3) | 2,175,305 | — | — | | | 79,101(4) | 4,350,555 | — | — | | | 86,869(5) | 4,777,795 | 115,825(6) | 6,370,375 | | | 108,418(8) | 5,962,990 | 108,418(9) | 5,962,990 | | Dean C. Athanasia | 21,830(2) | 1,200,650 | — | — | | | 75,000(10) | 4,125,000 | — | — | | | 53,706(3) | 2,953,830 | — | — | | | 107,411(4) | 5,907,605 | — | — | | | 106,613(5) | 5,863,715 | 142,149(6) | 7,818,195 | | | 127,110(8) | 6,991,050 | 127,110(9) | 6,991,050 | | James P. DeMare | 63,064(2) | 3,468,520 | — | — | | | 74,938(3) | 4,121,590 | — | — | | | 149,876(4) | 8,243,180 | — | — | | | 150,000(11) | 8,250,000 | — | — | | | 157,944(5) | 8,686,920 | 210,590(6) | 11,582,450 | | | 186,926(8) | 10,280,930 | 186,926(9) | 10,280,930 | | Matthew M. Koder | 70,340(2) | 3,868,700 | — | — | | | 61,200(3) | 3,366,000 | — | — | | | 122,399(4) | 6,731,945 | — | — | | | 122,406(5) | 6,732,330 | 163,207(6) | 8,976,385 | | | 142,064(8) | 7,813,520 | 142,064(9) | 7,813,520 |
Outstanding equity awards as of December 31, 2025
| (1) Value is based on the closing price of our common stock on December 31, 2025, which was $55.00 per share. |
Outstanding equity awards as of December 31, 2025
| (2) 2022 TRSUs. This award vested and was paid on February 15, 2026. |
Outstanding equity awards as of December 31, 2025
| (3) 2023 TRSUs. One-half of the outstanding award vested and was paid on February 15, 2026, and one-half is scheduled to vest and be paid on February 15, 2027. |
Outstanding equity awards as of December 31, 2025
| (4) 2023 PRSUs (Performance Period Complete). Represents restricted stock units re-earned at the conclusion of the performance period at 100% of the set performance standard and that were outstanding as of December 31, 2025. These restricted stock units vested and were paid on March 1, 2026. See the description of our company’s performance and satisfaction of the performance measures for the 2023 PRSUs in “Compensation discussion and analysis” beginning on page 42. See also the description of the 2023 PRSUs and vesting terms following “Grants of plan-based awards table” on page 76 of our 2024 proxy statement. |
Outstanding equity awards as of December 31, 2025
| 66 | Bank of America |
Outstanding equity awards as of December 31, 2025
| (5) 2024 TRSUs. One-third of the outstanding award vested and was paid on February 15, 2026, one-third is scheduled to vest and be paid on February 15, 2027, and one-third is scheduled to vest and be paid on February 15, 2028. This award is settled 50% in shares and 50% in cash for all NEOs, except for Mr. Moynihan for whom the award is settled 100% in shares. |
Outstanding equity awards as of December 31, 2025
| (6) 2024 PRSUs (Performance Period Not Complete). Vesting is based on our company’s achievement of specific ROA and growth in adjusted TBV goals over a three-year performance period ending December 31, 2026. The number of PRSUs shown in the table above is based on achievement of maximum performance. See the description of the 2024 PRSUs and vesting terms following “Grants of plan-based awards table” on page 68 of our 2025 proxy statement. |
Outstanding equity awards as of December 31, 2025
| (7) 2025 CRSUs. These vested and were paid on January 15 and February 15, 2026. |
Outstanding equity awards as of December 31, 2025
| (8) 2025 TRSUs. One-fourth of the outstanding award vested and was paid on February 15, 2026, one-fourth is scheduled to vest and be paid on February 15, 2027, one-fourth is scheduled to vest and be paid on February 15, 2028, and one-fourth is scheduled to vest and be paid on February 15, 2029. This award is settled 50% in shares and 50% in cash for all NEOs, except for Mr. Moynihan for whom the award is settled 100% in shares. |
Outstanding equity awards as of December 31, 2025
| (9) 2025 PRSUs (Performance Period Not Complete). Vesting is based on our company’s achievement of specific ROA and growth in adjusted TBV goals over a three-year performance period ending December 31, 2027. The number of PRSUs shown in the table above is based on achievement of maximum performance. See the description of the 2025 PRSUs and vesting terms following “Grants of plan-based awards table” on page 64. |
Outstanding equity awards as of December 31, 2025
| (10) This award vested and was paid on February 15, 2026. |
Outstanding equity awards as of December 31, 2025
| (11) One-half of the outstanding award vested and was paid on February 15, 2026, and one-half is scheduled to vest and be paid on February 15, 2027. |
Outstanding equity awards as of December 31, 2025
The following table shows information regarding the value of restricted stock units that vested during 2025:
Stock vested in 2025
Stock vested in 2025
Stock vested in 2025
| | Stock awards | | | Name | Number of shares acquired on vesting (#)(1) | Value realized on vesting ($)(2) | | Brian T. Moynihan | 685,588 | 31,954,969 | | Alastair M. Borthwick | 218,610 | 10,210,499 | | Dean C. Athanasia | 271,174 | 12,659,237 | | James P. DeMare | 230,844 | 10,840,434 | | Matthew M. Koder | 234,368 | 11,005,921 |
Stock vested in 2025
| (1) This column includes the gross number of CRSUs (Mr. Moynihan only), PRSUs, and/or TRSUs that were settled and paid in cash or shares during 2025 and includes any amounts that were withheld for applicable taxes. Cash-settled units vested for the following NEOs: Mr. Moynihan, 220,281; Mr. Borthwick, 14,478; Mr. Athanasia, 17,768; Mr. DeMare, 26,323; and Mr. Koder, 20,400. |
Stock vested in 2025
| (2) The value represents the gross number of shares or units that vested, multiplied by the closing price of our common stock on the applicable vesting date, including the value of shares withheld for applicable taxes. Shares acquired by our executive officers are subject to our stock ownership and retention requirements, as applicable. These requirements are discussed in “Stock ownership & retention requirements” on page 58. |
Stock vested in 2025
| 2026 Proxy Statement | 67 |
Pension benefits table
Pension benefits table The following table provides information regarding the retirement benefits our NEOs may receive under our defined benefit pension plans in which they participate, all of which have been frozen (meaning that benefits are no longer accruing for compensation or service after the plan freeze date).
Pension benefits in 2025
Pension benefits in 2025
Pension benefits in 2025
| Name | Plan name | Number of years of credited service (#)(1) | Present value of accumulated benefit ($)(2) | | Brian T. Moynihan | Legacy Pension Plan(3) | 19.25 | 564,323 | | | Legacy RIAP | 19.25 | 339,046 | | | Legacy Supplemental Retirement Plan | 12.75 | 12,930,449 | | Alastair M. Borthwick | Legacy Pension Plan(3) | 6.83 | 77,391 | | | Legacy Pension Restoration Plan | 6.83 | 1,825 | | Dean C. Athanasia | Legacy Pension Plan(3) | 16.25 | 330,876 | | | Legacy RIAP | 16.25 | 30,175 | | James P. DeMare(4) | N/A | — | — | | Matthew M. Koder(4) | N/A | — | — |
Pension benefits in 2025
| (1) The years of credited service for Messrs. Moynihan, Borthwick, and Athanasia are less than their actual service with us, which at December 31, 2025 was as follows for each NEO: 32.75 years for Mr. Moynihan, 20.33 years for Mr. Borthwick, 29.75 years for Mr. Athanasia, 17.17 years for Mr. DeMare, and 14.58 years for Mr. Koder. In addition, Mr. Moynihan’s years of credited service under the Legacy Supplemental Retirement Plan are less than his years of credited service under the pension plan because Mr. Moynihan requested his Legacy Supplemental Retirement Plan be frozen in 2005 (six and a half years before the pension plan was frozen). |
Pension benefits in 2025
| (2) The value of plan benefits reflects the actuarial present value of each NEO’s accumulated benefits under the pension plans in which the NEO participates. The present value was determined using the same assumptions applicable for valuing pension benefits in our financial statements. See Note 17—“Employee Benefit Plans” to the Consolidated Financial Statements for the 2025 fiscal year included in our 2025 Form 10-K. |
Pension benefits in 2025
| (3) The Bank of America Pension Plan includes the Fleet Legacy Pension Plan and the Bank of America Legacy Pension Plan as component plans. Messrs. Moynihan and Athanasia are participants in the legacy Fleet component plan. Mr. Borthwick is a participant in the legacy Bank of America component plan. |
Pension benefits in 2025
| (4) Messrs. DeMare and Koder do not participate in any tax-qualified pension plans or restoration or supplemental retirement plans. |
Pension benefits in 2025
The following describes the material features of our pension plans in which the NEOs participate. Qualified pension plan. During 2025, Messrs. Moynihan, Borthwick, and Athanasia each participated in one of the legacy components of The Bank of America Pension Plan (Legacy Pension Plan). The component plans are cash balance pension plans where notional cash balance accounts grow based on notional credits. As of June 30, 2012, participants no longer receive compensation credits or years of credited service under the Legacy Pension Plan. Participants in the legacy Fleet component plan continue to receive notional interest credits based on the one-year U.S. Treasury Note yield, subject to a minimum annual rate of 3.25%. Participants in the legacy Bank of America component plan continue to receive notional interest credits based on the 10-year U.S. Treasury Note yield for their post-2007 accounts and notional investment credits based on selected investment choices for their pre-2008 accounts. All participating NEOs are vested under the Legacy Pension Plan and can receive their cash balance account in a lump-sum, or an actuarial equivalent form of benefit. Nonqualified pension plans. During 2025, certain NEOs held accounts in one or more of the following:
Pension benefits in 2025
| • | The Bank of America Pension Restoration Plan (Legacy Pension Restoration Plan) |
Pension benefits in 2025
| • | Retirement Income Assurance Plan for Legacy Fleet (Legacy RIAP) |
Pension benefits in 2025
| • | FleetBoston Financial Corporation Supplemental Executive Retirement Plan (Legacy Supplemental Retirement Plan) |
Pension benefits in 2025
The Legacy Pension Restoration Plan and Legacy RIAP provide benefits for qualified pension plan participants whose retirement benefits were reduced due to IRS limits on qualified plans. These plans were frozen, at the same time the qualified plan was frozen, effective June 30, 2012. Each participating NEO’s nonqualified pension plan benefits are fully vested and payable as either a lump-sum or annual installments over a period of up to 10 years beginning in a year after termination (other payment options may be available for legacy benefits). Mr. Moynihan’s Legacy Supplemental Retirement Plan benefit is equal to a percentage of final average compensation (based on compensation previously frozen in 2005), reduced by benefits from the legacy Fleet component of the Legacy Pension Plan, and the Legacy RIAP. Mr. Moynihan’s participation in the Legacy Supplemental Retirement Plan was frozen at his request effective December 31, 2005, and he elected this benefit to be payable as a lump-sum payment determined using the actuarial assumptions in effect under the Legacy Pension Plan in 2005.
Pension benefits in 2025
| 68 | Bank of America |
Nonqualified deferred compensation table
Nonqualified deferred compensation table The following table shows information about the participation by each NEO in our nonqualified deferred compensation plans.
Nonqualified deferred compensation in 2025
Nonqualified deferred compensation in 2025
Nonqualified deferred compensation in 2025
| Name | Plan name | Executive contributions in 2025 ($) | Aggregate earnings in 2025 ($)(1) | Aggregate withdrawals/ distributions ($) | Aggregate balance at December 31, 2025 ($)(2) | | Brian T. Moynihan | Deferred Compensation Plan | 0 | 172,663 | 0 | 1,254,180 | | | Legacy Deferred Compensation Plan | 0 | 474,891 | 0 | 4,432,319 | | | Legacy Supplemental Plan | 0 | 361,429 | 0 | 2,570,027 | | Alastair M. Borthwick | Deferred Compensation Plan | 0 | 81,087 | 0 | 374,636 | | Dean C. Athanasia | Deferred Compensation Plan | 0 | 1,245,937 | 0 | 8,577,784 | | | Legacy Deferred Compensation Plan | 0 | 25,162 | 0 | 653,550 | | | Legacy Supplemental Plan | 0 | 5,916 | 0 | 49,461 | | | Legacy ESA Plan | 0 | 41,999 | 0 | 1,078,940 | | James P. DeMare | Deferred Compensation Plan | 0 | 0 | 0 | 0 | | Matthew M. Koder | Deferred Compensation Plan | 0 | 0 | 0 | 0 |
Nonqualified deferred compensation in 2025
| (1) The Deferred Compensation Plan allows participants to direct their deferrals among the same investment choices as available under The Bank of America 401(k) Plan. The Legacy Deferred Compensation Plan credits pre-1998 deferrals with interest at an annual rate of 12%, which cannot be changed due to the FleetBoston acquisition. Deferrals made under the plan between 1998 and 2001 are credited with interest at an annual rate of 4% and 2002 deferrals are credited with interest based on the return of the one-year U.S. Treasury Bill. The Legacy Supplemental Plan offered participants the following investment options, which posted the corresponding returns for 2025: Columbia Core Bond Fund, 8.01%; Columbia Large Cap Growth Fund, 16.40%; Invesco Equity & Income Fund, 12.81%; and Stable Value Fund, 3.02%. The Legacy ESA Plan credits plan accounts with interest at a rate equal to the prior month’s one-year constant maturity U.S. Treasury rate, as determined each month by the Federal Reserve Board, compounded daily. |
Nonqualified deferred compensation in 2025
| (2) The following table identifies amounts that have already been reported as compensation in our “Summary compensation table” for the current or prior years: |
Nonqualified deferred compensation in 2025
| Name | Amount of 2025 contributions and earnings reported as compensation in our “2025 Summary compensation table” ($) | Amounts in “Aggregate balance at December 31, 2025” column reported as compensation in our “Summary compensation tables” for prior years ($) | | Brian T. Moynihan | 174,523 | 1,554,654 | | Alastair M. Borthwick | 0 | 0 | | Dean C. Athanasia | 0 | 220,000 | | James P. DeMare | 0 | 0 | | Matthew M. Koder | 0 | 0 |
Nonqualified deferred compensation in 2025
The following describes the material features of our nonqualified deferred compensation plans in which the NEOs participate. Deferred compensation plan. Each of our NEOs is eligible to participate in the Bank of America Deferred Compensation Plan (Deferred Compensation Plan), which is a nonqualified retirement savings plan that allows for deferrals above the IRS limits on qualified plans. Participants may elect to defer up to 50% of base salary and up to 75% of certain eligible incentive awards. Employer contributions made under the plan, if any, when combined with the employer contributions under the 401(k) Plan, will not exceed the maximum employer contributions allowable under the 401(k) Plan—$12,500 for matching contributions and $7,500 for annual company contributions. Participants may generally elect to receive their distribution in a lump-sum payment or installments payable up to 15 years. Participants are not subject to U.S. federal income tax on amounts that they deferred or any notional investment earnings until those amounts are distributed to them, and we do not take a tax deduction on these amounts until they are distributed. Legacy deferred compensation plan. Messrs. Moynihan and Athanasia each have an account under the FleetBoston Financial Corporation Executive Deferred Compensation Plan No. 2 (Legacy Deferred Compensation Plan), which is a nonqualified retirement savings plan. Prior to being closed to deferrals in 2002, participants could defer base salary and certain bonuses under the plan. Participants can elect payments in a lump-sum or up to 15 annual installments either on or after termination of employment, but not beyond the year in which the participant turns 65. Legacy supplemental plan. Messrs. Moynihan and Athanasia each have an account under the FleetBoston Financial Corporation Executive Supplemental Plan (Legacy Supplemental Plan), which is a nonqualified retirement savings plan that allowed deferrals above the IRS limits on qualified plans. This plan was closed to contributions in 2004. Payments are made in a lump-sum or up to 15 annual installments beginning in the year of termination of employment or any later year elected by the participant, but not beyond the year in which the participant turns 65.
Nonqualified deferred compensation in 2025
| 2026 Proxy Statement | 69 |
Nonqualified deferred compensation in 2025
Legacy ESA plan. Mr. Athanasia has a nonqualified deferred compensation account that was established prior to FleetBoston’s merger with Bank of America Corporation and funded by employer contributions (Legacy ESA Plan). This plan was closed to contributions in 2004. Upon his termination of employment, Mr. Athanasia will be paid in equal installments over a one-year restrictive covenant period, unless he terminates due to death or disability.
Potential payments upon termination or change in control
Potential payments upon termination or change in control We do not have any agreements with our NEOs that provide for cash severance payments upon termination of employment or a change in control. In addition, since 2002, we have maintained the Bank of America Corporation Corporate Policy Regarding Seeking Stockholder Approval of Future Severance Agreements (the Severance Agreement Approval Policy). Under our Severance Agreement Approval Policy, we will not enter into employment or severance agreements with our executive officers that provide severance benefits exceeding two times base salary and bonus (as defined under the Severance Agreement Approval Policy), unless the agreement has been approved by our shareholders.
Potential payments from equity-based awards
Potential payments from equity-based awards Our equity-based awards to our NEOs include standard provisions that cause awards to vest or be forfeited upon termination of employment, depending on the reason for termination. These provisions for awards granted in 2025 are described in more detail on pages 64-65, and those details can be found for awards granted in prior years in our prior proxy statements. In general, our awards provide for continued payments on the original schedule after certain types of termination of employment, subject to the following conditions, as applicable in individual award agreements:
Potential payments from equity-based awards
| • | In case of a “Qualifying Termination”, the award continues to be paid according to the award’s payment schedule if the executive complies with certain covenants, including not working for a competitive business, as applicable. A Qualifying Termination means any voluntary or involuntary termination (other than for death, disability, or cause) after the executive has met certain specified age and/or service requirements. For awards granted on or after February 15, 2022, but before February 15, 2024, the NEOs must have at least 10 years of service and reached at least age 50. For awards granted on or after February 15, 2024, the NEOs must have at least 10 years of service and reached at least age 55 or must have reached at least age 60. Pursuant to a March 4, 2019, letter agreement, Mr. Koder has a special eligibility standard. Currently, each of the NEOs meets the applicable requirements for a Qualifying Termination. |
Potential payments from equity-based awards
| • | Awards remain subject to performance-based cancellation prior to payment and may be canceled in whole or in part if losses occur. Awards also can be canceled or recouped if the executive engages in detrimental conduct. Further, under our Incentive Compensation Recoupment Policy, the Board can require reimbursement of any incentive compensation paid to an executive officer whose fraud or intentional misconduct causes our company to restate its financial statements and can claw back certain incentive compensation if an accounting restatement is required. |
Potential payments from equity-based awards
Awards to our NEOs under the BACEP are generally designed to be paid per schedule if an executive’s employment is terminated without “cause” or for “good reason” within two years after a change in control. This change in control treatment is often referred to as “double trigger” vesting, because it requires both: (i) a change in control and (ii) a subsequent involuntary termination (either by our company without “cause” or by the executive for “good reason”). The BACEP does not provide our executive officers “single trigger” vesting upon a change in control. If a NEO is terminated for “cause,” our equity-based awards provide that the awards will be forfeited. The following table shows the value of equity awards that would have been payable, subject to the non-compete or compliance with covenants, as applicable, for a termination of employment as of December 31, 2025. For this purpose, restricted stock units were valued at our closing price as of December 31, 2025, which was $55.00 per share. Due to a number of factors that affect the nature and amount of any benefits provided upon termination of employment, any actual amounts paid or distributed may vary from the amounts listed below. Factors that could affect these amounts include the time during the year of any such event, any accrued but unpaid cash dividend equivalents and related interest, and the price of our common stock.
Potential payments from equity-based awards
| 70 | Bank of America |
Potential payments from restricted stock units
Potential payments from restricted stock units
Potential payments from restricted stock units
| | Death | Disability | | Termination with good reason or without cause within two years following change in control(2) | All other terminations except for cause | | Name | Payable immediately ($) | Payable immediately ($) | Payable per award schedule, subject to conditions ($)(1) | Payable per award schedule, subject to conditions ($) | Payable per award schedule, subject to conditions ($)(1) | | Brian T. Moynihan | 90,289,244 | 1,968,065 | 88,321,179 | 88,321,179 | 88,321,179 | | Alastair M. Borthwick | 33,077,437 | 0 | 33,077,437 | 33,077,437 | 31,602,798 | | Dean C. Athanasia | 43,564,737 | 0 | 43,564,737 | 43,564,737 | 39,140,822 | | James P. DeMare(3) | 67,562,329 | 0 | 67,562,329 | 67,562,329 | 58,835,722 | | Matthew M. Koder | 47,094,246 | 0 | 47,094,246 | 47,094,246 | 47,094,246 |
Potential payments from restricted stock units
| (1) The conditions for payment include: (i) compliance with covenants regarding non-solicitation, detrimental conduct, and compliance with anti-hedging/derivative transactions policies; (ii) the performance-based cancellation described above; and (iii) compliance with the Qualifying Termination conditions described above (other than in case of disability), as provided in individual award agreements. Where applicable, the table includes the value of PRSUs granted in 2024 and 2025, assuming the maximum number of units are earned, although actual payout is dependent upon the future achievement of specified performance standards. The value of the portion of the 2023 PRSUs that were earned as of December 31, 2025 is also included, which was 100% of the units granted. |
Potential payments from restricted stock units
| (2) If, within two years following a change in control, the executive’s employment is terminated by our company without “cause” or by the executive for “good reason,” the executive’s PRSU awards will be immediately earned at the 100% standard level and paid per the original schedule. TRSUs will continue to be paid per the original schedule. Payment of the PRSUs is subject to performance-based cancellation. The definition of “cause” is described in more detail under the “Grants of plan-based awards table.” The definition of “good reason” for this purpose means: (i) a material diminution in the executive’s responsibility, authority, or duty; (ii) a material reduction in the executive’s base salary (with certain exceptions); or (iii) a relocation greater than 50 miles. Certain notice and cure requirements apply in order to claim “good reason.” |
Potential payments from restricted stock units
| (3) Pursuant to a November 2021 letter agreement between Mr. DeMare and the company, Mr. DeMare is entitled to an award of cash-settled TRSUs on the first business day following his termination. These cash-settled TRSUs will replace any restricted stock units that Mr. DeMare previously received but which lack Qualifying Termination provisions and therefore are forfeited upon his termination. The cash-settled TRSUs will vest on the same schedule as the restricted stock units that are forfeited upon Mr. DeMare’s termination, subject to Mr. DeMare’s compliance with certain covenants, including not engaging in detrimental conduct and not working for certain competitive businesses. However, this letter agreement does not provide for continued vesting of the management team stock award granted to Mr. DeMare on February 15, 2023, described in more detail in “Management team stock award” on page 66 of our 2024 proxy statement. |
Other potential payments
Other potential payments Following termination of employment, our NEOs receive payment of retirement benefits and nonqualified deferred compensation benefits under our various plans in which they participate. The value of those benefits as of December 31, 2025 is set forth in the sections above entitled “Pension benefits table” and “Nonqualified deferred compensation table.” There are no special or enhanced benefits under those plans for our NEOs, and all of our NEOs are fully vested in the benefits discussed in those sections. We make tax and financial planning advisory services available to our NEOs during their employment with us. The standard form of this benefit continues through the end of the year in which the executive ceases employment, including preparation of that year’s tax returns. This benefit may continue for an extended term of up to five years if the executive meets the age and service standard for a Qualifying Termination and does not engage in any full-time employment. The benefit offered during the extended term will end during the calendar year any other full-time employment begins; the benefit, however, will end immediately following termination for cause, or if the executive engages in detrimental conduct or begins employment with a named competitor. The annual incremental cost to the company of these services is set forth in the section above entitled “2025 All other compensation table” under “Benefit, tax, and financial advisory services.” Benefits-eligible Bank of America employees who retire with at least 10 years of service and their age plus years of service equal to at least 60 have access to continued coverage under our group health plan program, but the employee generally must pay for the full cost of that coverage on an after-tax basis without any employer subsidy.
Other potential payments
| 2026 Proxy Statement | 71 |
Other potential payments
| CEO pay ratio |
Other potential payments
CEO pay ratio Below is: (i) the 2025 annual total compensation of our CEO; (ii) the 2025 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee; and (iv) the methodology we used to calculate our CEO pay ratio:
Other potential payments
| CEO pay ratio | | | CEO annual total compensation* | $33,720,446 | | Median employee annual total compensation | $123,990 | | CEO to median employee pay ratio | 272:1 |
Other potential payments
| * This annual total compensation is the “Summary compensation table” amount, plus certain nondiscriminatory benefits (including health insurance). |
Methodology
| • | Calculated CEO pay ratio. We calculated our median employee’s annual total compensation for 2025 according to the SEC’s instructions for preparing the “Summary compensation table,” including employer health insurance contributions and the value of other benefits. We then calculated our CEO’s annual total compensation using the same approach to determine the pay ratio shown above. |
2025 Pay versus performance table
2025 Pay versus performance table
2025 Pay versus performance table
| | “Summary compensation table” total for CEO (1) ($) | Compensation actually paid to CEO (2) ($) | Average “Summary compensation table” total for non-CEO NEOs (1) ($) | Average compensation actually paid to non-CEO NEOs (2) ($) | Company TSR (3) ($) | Peer group TSR (3) ($) | Net income ($ in millions) | Revenue (4) ($ in millions) | | 2025 | 33,711,521 | 53,507,725 | 20,199,081 | 30,992,675 | 205 | 196 | 30,509 | 113,097 | | 2024 (5) | 28,738,702 | 47,777,368 | 16,477,980 | 26,304,042 | 160 | 148 | 26,973 | 105,856 | | 2023 (5) | 28,571,192 | 32,139,080 | 14,135,415 | 15,797,000 | 119 | 108 | 26,305 | 102,769 | | 2022 | 30,177,503 | 11,009,642 | 18,641,262 | 11,731,112 | 114 | 109 | 27,528 | 94,950 | | 2021 | 23,729,169 | 49,888,896 | 16,930,383 | 29,568,322 | 150 | 138 | 31,978 | 89,113 |
2025 Pay versus performance table
| (1) The CEO for each year reported was Brian T. Moynihan. The other NEOs, or Non-CEO NEOs, for each year reported are as follows: |
2025 Pay versus performance table
| • | 2025 & 2024 & 2023: Alastair M. Borthwick; Dean C. Athanasia; James P. DeMare; and Matthew M. Koder |
2025 Pay versus performance table
| • | 2022: Alastair M. Borthwick; Dean C. Athanasia; Paul M. Donofrio; and Geoffrey S. Greener |
2025 Pay versus performance table
| • | 2021: Alastair M. Borthwick; Paul M. Donofrio; James P. DeMare; Matthew M. Koder; and Thomas K. Montag |
2025 Pay versus performance table
| (2) SEC rules require certain adjustments be made to the “Summary compensation table” totals to determine “compensation actually paid” as reported in the “Pay versus performance table” above. For purposes of the pension valuation adjustments shown below, there was no pension service or prior service cost. In addition, for purposes of the equity award adjustments shown below, no equity awards were canceled due to a failure to meet vesting conditions. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the NEOs other than the CEO) for 2025. See the “Pay versus performance table” on page 78 in the 2025 proxy statement, page 86 in the 2024 proxy statement and page 80 in the 2023 proxy statement for the adjustments made to determine “compensation actually paid” for prior years: |
2025 Pay versus performance table
| Year | Executive(s) | Summary compensation table total ($) | Pension valuation adjustments | Equity award adjustments | | | | | | | | | | | Deduct change in pension value ($) | Deduct grant date value of stock awards granted in the year ($) | Add year-end value of unvested equity awards granted in the year ($) | Change in value of unvested equity awards granted in prior years ($) | Change in value of equity awards granted in prior years which vested in year ($) | Change in value of equity awards granted and vested in year ($) | Add dividends & interest accrued ($) | Compensation actually paid total ($) | | 2025 | CEO | 33,711,521 | (972,981) | (30,666,747) | 26,497,679 | 13,483,178 | 1,255,320 | 8,431,370 | 1,768,385 | 53,507,725 | | | Non-CEO NEOs | 20,199,081 | (3,827) | (12,012,238) | 14,264,819 | 6,905,292 | 686,004 | 0 | 953,544 | 30,992,675 |
2025 Pay versus performance table
| (3) TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2020. The peer group TSR represents TSR of the KBW Bank Index. |
2025 Pay versus performance table
| (4) Represents total revenue, net of interest expense. |
2025 Pay versus performance table
| (5) Effective in the fourth quarter of 2025 and as previously disclosed in our Form 8-K dated January 6, 2026, the company elected to change its accounting methods related to its tax-related affordable housing, eligible wind renewable energy and solar renewable energy equity investments. This resulted in revisions to our reported revenue and net income for fiscal years 2024 and 2023 (there were no such revisions for fiscal years 2022 and 2021, as these periods were not presented in our fiscal year 2025 annual report on our Form 10-K). This 2025 Pay versus performance table and the chart below reflect revenue and net income for fiscal years 2024 and 2023 as reported in our fiscal year 2025 annual report on our Form 10-K. The company has not revised the compensation amounts previously reported for such years. |
Table of Contents
| • | A majority of our NEOs’ variable pay is delivered as deferred equity-based awards. As a result, CEO and average Non-CEO NEO “compensation actually paid” each year increased when our TSR increased and correlates with our TSR performance and shareholder value creation over the applicable measurement periods. |
What are the votes required to elect each director nominee and approve the other proposals?
What are the votes required to elect each director nominee and approve the other proposals?
What are the votes required to elect each director nominee and approve the other proposals?
| Proposals for your vote | Votes required | Effect of abstentions | Effect of broker non-votes | | Proposal 1: Electing directors | Majority of votes cast | No effect | No effect | | Proposal 2: Approving our executive compensation (an advisory, non-binding “Say on Pay” resolution) | Majority of votes cast | No effect | No effect | | Proposal 3: A proposal ratifying the appointment of our independent registered public accounting firm for 2026 | Majority of votes cast | No effect | No effect | | Proposals 4–5: Shareholder proposals | Majority of votes cast | No effect | No effect |
What are the votes required to elect each director nominee and approve the other proposals?
| • | Proposal 1: Electing directors. Our Bylaws provide that a nominee for director in an uncontested election will be elected to our Board if the votes cast for the nominee’s election exceed the votes cast against his or her election. Abstentions from voting and broker non-votes are not treated as votes cast and are not counted for purposes of determining the election of directors. If a nominee does not receive the required votes for election at our annual meeting, our Board, with the assistance of our Corporate Governance Committee, will consider whether to accept the director’s offer of resignation, which is required to be tendered under our Corporate Governance Guidelines. Our Board will publicly disclose its decision regarding the resignation and the basis for its decision within 90 days after election results are certified. |
What are the votes required to elect each director nominee and approve the other proposals?
| • | Other proposals. Approval of Proposals 2 through 5 requires the votes cast in favor of each such proposal to exceed the votes cast against the proposal. Abstentions from voting and broker non-votes are not treated as votes cast and are not counted in determining the outcome of any of these proposals. |
What are the votes required to elect each director nominee and approve the other proposals?
| 84 | Bank of America |

DEF 14A of Bank Of America Corp /De/

Pay-for-performance compensation philosophy

Key considerations informing the Board’s approach

Key considerations informing the Board’s approach

Key considerations informing the Board’s approach

Key considerations informing the Board’s approach

Succession planning and the director recruitment process

Succession planning and the director recruitment process

Succession planning and the director recruitment process

Succession planning and the director recruitment process

Our director nominees

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Our Board of Directors

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Conduct and culture

Key practices in compensation governance and risk management

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2025 shareholder engagement initiatives

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2025 Director pay components

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Director compensation review

Director compensation limit

Director deferral plan

Stock retention requirements and hedging prohibition for directors

Stock retention requirements and hedging prohibition for directors

2025 Director compensation

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