Bank of America : 2026 Proxy Statement
BAC
Published on 04/15/2026 at 07:08 am EDT
Proxy Statement
2026
March 23, 2026
Letter from our Chair and Chief Executive Officer
We are pleased to invite you to our 2026 annual meeting of shareholders. The meeting will be held virtually by webcast on May 4, 2026 at 10:00 a.m. Eastern time.
During the meeting, we will provide updates on how Responsible Growth helped us deliver for our shareholders and stakeholders in 2025-and how it positions us to deliver for shareholders and stakeholders in the future. You will also hear remarks from Lionel Nowell, our Lead Independent Director.
Your vote is important. For the tenth consecutive year, Bank of America will make a $1 charitable donation for every shareholder account that votes. Thanks to your participation, we've contributed more than $11.4 million under this program to the communities we serve. This year, as part of our ongoing commitment to support families and individuals experiencing food insecurity and to support military veterans and their families, voting donations made on your behalf will be shared equally among Cohen Veterans Network, The Global FoodBanking Network, and Soldiers' Angels.
I encourage you to read our 2026 Proxy Statement, our 2025 Annual Report to Shareholders, our other proxy materials, and vote your shares by following the instructions provided on the following pages so your shares are represented at the meeting. These materials are also available on our annual meeting website at https://investor.bankofamerica.com/events-and-presentations/annual-shareholder-meeting.
BRIAN T. MOYNIHAN
Chair and Chief Executive Officer
Letter from our Lead Independent Director
On behalf of the independent members of the Board of Directors, we thank you for your continued investment in and support of Bank of America, and we join Brian in inviting you to attend our 2026 Annual Meeting of Shareholders.
As independent directors, we are focused on representing the interests of shareholders and providing strong, effective, and independent oversight of management, and Bank of America's long-term Responsible Growth strategy.
The Board is committed to maintaining high standards of corporate governance, accountability, and transparency. Over the past year, in connection with Board meetings, the independent directors met regularly in executive session and engaged constructively with management on matters critical to Bank of America's performance, risk management, strategic direction, and corporate culture. We believe that open dialogue, constructive challenge, and independent judgment are fundamental to fulfilling our role.
Aligning executive compensation with long-term shareholder value creation remains a key focus of the Board. Through rigorous oversight, we evaluate Bank of America's compensation programs to promote performance, reinforce appropriate risk-taking, and support strong pay-for-performance principles through a consistent evaluation framework that considers both quantitative outcomes and qualitative factors.
In addition to our oversight responsibilities, the Board also places significant importance on shareholder engagement. As Lead Independent Director, I meet with shareholders throughout the year and value your input. We carefully consider investor perspectives when evaluating governance practices, Board composition, and other matters addressed in this proxy statement. Your insights help guide our ongoing efforts to enhance Board effectiveness and strengthen corporate governance, and we are committed to maintaining an open and constructive dialogue.
As we look ahead to the future, we thank retiring directors Pierre de Weck and Linda Hudson for their service and leadership in shaping our company. We continue to focus on thoughtful Board succession planning to maintain a complementary mix of skills, experience, and perspectives to effectively oversee our strategies to drive Responsible Growth.
Importantly, we thank you for your continued confidence in Bank of America. We look forward to your participation in the annual meeting and remain dedicated to acting in the best interests of all shareholders.
LIONEL L. NOWELL III
Lead Independent Director
Notice of 2026 annual meeting of shareholders
Date and time: Live audio webcast:
May 4, 2026 | 10:00 a.m., Eastern time
Our annual meeting will be conducted via live audio webcast. Visit https://www.virtualshareholdermeeting.com/BAC2026 to join the meeting
Matters to be voted on:
Electing the 12 directors named in the proxy statement
A proposal approving our executive compensation (an advisory, non-binding "Say on Pay" resolution)
A proposal ratifying the appointment of our independent registered public accounting firm for 2026
Two shareholder proposals, if they are properly presented at our annual meeting
Any other business that may properly come before our annual meeting
Your vote is important
Please submit your proxy as soon as possible online, by telephone, or by mail. Submitting your proxy by one of these methods will ensure your representation at the annual meeting, regardless of whether you attend the meeting.
We want to hear from you and all of our other shareholders. For every shareholder account that votes, Bank of America will make a
$1 charitable donation in equal parts to three nonprofit organizations-Cohen Veterans Network, The Global FoodBanking Network, and Soldiers' Angels-to support food security and veterans in the communities we serve.
Please refer to page 83 of this proxy statement for additional information on how to vote your shares and attend our annual meeting virtually.
Record date
Bank of America shareholders as of the close of business on March 13, 2026 will be entitled to vote at our annual meeting and any adjournments or postponements of the meeting.
Join the virtual meeting online to vote your shares electronically and submit questions during the meeting. By order of the Board of Directors,
ROSS E. JEFFRIES, JR.
Deputy General Counsel and Corporate Secretary March 23, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 4, 2026: We commenced providing and making available our 2026 Proxy Statement on March 23, 2026. Our 2026 Proxy Statement and 2025 Annual Report to shareholders are available at
https://investor.bankofamerica.com/events-and-presentations/annual-shareholder-meeting.
Table of contents
Proxy statement summary 1
Your vote is important 1
Our Company 2
Our eight lines of business 2
Responsible Growth 2
More information about us 2
Governance objectives 4
Compensation highlights 5
Executive summary 43
Performance evaluation and pay decision process 46
2025 Company, segment, & individual performance 48
2025 Performance year total compensation decisions 53
Executive compensation program features 54
Proposal 1: Electing directors
6
Compensation and Human Capital Committee Report
60
Identifying and evaluating director candidates
7
Executive compensation
61
Our director nominees
9
Summary compensation table
61
Corporate governance
22
Grants of plan-based awards table
63
Our Board of Directors
22
Year-end equity values and equity exercised or vested table
66
Director independence
22
Pension benefits table
68
Independent board leadership
23
Nonqualified deferred compensation table
69
Board evaluation
25
Potential payments upon termination or change in control
70
Director education
27
CEO pay ratio
72
CEO and senior management succession planning
27
Pay versus performance table
73
Other compensation topics 58
Board meetings and attendance 27
Committees and membership 28
Board oversight of risk 29
Compensation governance and risk management 31
Additional corporate governance information 33
Communicating with our Board 33
Audit committee pre-approval policies and procedures 76
Cautionary information and forward-looking statements
This proxy statement contains certain statements regarding Responsible Growth and statements related to sustainability (collectively, the Sustainability Information). Such Sustainability Information may be based on current or historic opinions, strategies, aspirations, commitments, goals, targets, and objectives which continue to evolve and develop, and there is no promise or guarantee that such aspirations, commitments, goals, targets, and objectives will be met. The Sustainability Information is as of the date of this proxy statement and subject to change without notice.
Additionally, certain statements contained in this proxy statement may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about our business and the Sustainability Information. We use words such as "anticipates," "targets," "expects," "hopes," "estimates," "intends," "plans," "goals," "believes," "continue" and other similar expressions or future or conditional verbs such as "will," "may," "might," "should," "would" and "could" to identify forward-looking statements. Forward-looking statements are not based on historical facts, but reflect management's current expectations, plans or forecasts, are not guarantees of future results or performance, involve certain known and unknown risks, uncertainties and assumptions that are difficult to predict and often beyond our control and are inherently uncertain.
You should not place undue reliance on any forward-looking statement. Actual outcomes and results may differ materially from those expressed in, or implied by, any of these forward-looking statements due to a variety of factors. You should consider all of the precautionary statements, uncertainties and risks discussed in our filings with the U.S. Securities and Exchange Commission (SEC), including in our 2025 Annual Report on Form 10-K (2025 Form 10-K) and subsequent SEC filings. Forward- looking statements speak only as of the date they are made, and we undertake no obligation to update or revise any forward-looking statements.
References to our 2025 Annual Report to shareholders (2025 Annual Report) and Sustainability at Bank of America disclosure published in 2025, and any website references (including any hyperlinks) throughout this proxy statement are provided for convenience only, and the content of which is not incorporated by reference into this proxy statement.
Proxy statement summary
Proxy statement summary
Your vote is important
How to vote your shares
If you were a shareholder as of the close of business on March 13, 2026, vote your shares online, by phone or by mail before the meeting. You may also vote your shares online during the meeting.
Call the phone number located on the top of your proxy card
Complete, sign, date, and return your proxy card in the envelope provided
Attend our virtual annual meeting by logging into the virtual meeting website and vote by following the instructions provided on the website
Proposals for your vote Board voting recommendation Page
Electing directors
Approving our executive compensation (an advisory, non-binding "Say on Pay" resolution)
Ratifying the appointment of our independent registered public accounting firm for 2026
4.-5. Shareholder proposals
We want to hear from you and all our other shareholders. For the tenth consecutive year, Bank of America will make a $1 charitable donation for every shareholder account that casts a vote. As part of our ongoing commitment to support families and individuals experiencing food insecurity and to support military veterans and their families, this year's charitable donation will be distributed in equal parts to
Cohen Veterans Network, The Global FoodBanking Network, and Soldiers' Angels. Cohen Veterans Network improves quality of life for service members, veterans, and their families through an integrated national network of mental health clinics. The Global FoodBanking Network partners with food banks in more than 50 countries to get nutritious food to those who need it most, reduce food waste, and create stronger communities. Soldiers' Angels provides resources to service members, veterans, and their families, including hunger relief and other support services.
For more information on how to attend our 2026 annual meeting, see "Attending the annual meeting" on page 85. To review our 2026 Proxy Statement, 2025 Annual Report, and other information relating to our 2026 annual meeting online, go to https://investor.bankofamerica.com/ events-and-presentations/annual-shareholder-meeting.
2026 Proxy Statement 1
Our Company
Bank of America is one of the world's largest financial institutions, serving people, companies, and institutions with a diversified range of banking and non-banking services and products. In approaching everything we do, we start with a simple, but powerful, question: What would you like the power to doị
What would you like the power to doị®
At Bank of America, we ask this question every day of all those we serve. It is at the core of how we live our values, deliver our purpose, and achieve Responsible Growth.
Our values
Deliver together
Act responsibly
Realize the power of our people
Trust the team
Our purpose
To help make financial lives better, through the power of every connection
Responsible Growth
We must grow and win in the market
- no excuses
We must grow with our customer-focused strategy
We must grow within our risk framework
We must grow in a sustainable manner
Eight lines of business
Serving the core financial needs of people, companies and institutional investors through eight lines of business
Our eight lines of business
We go to market through our eight lines of business, each designed to serve specific client groups with tailored, differentiated models, enabling us to collaborate by sharing insights, coordinating strategies, and providing a seamless experience for both individuals and institutions.
People Companies Institutions
Merrill
Private Bank
Retail Preferred
Banking Banking
Business Global Commercial Global Corporate & Banking Banking Investment Banking
Global Markets
Global Wealth & Investment Management
Consumer Banking
Global Banking
Global Markets
Responsible Growth
At Bank of America, our commitment to Responsible Growth drives how we serve clients, manage risk, support our teammates and communities and deliver for you, our shareholders. We know we must grow and win in the market - no excuses, we must grow with our client-focused strategy, we must grow within our risk framework, and our growth must be sustainable. By focusing on the principles that drive Responsible Growth, we believe we've balanced risk and reward and managed costs appropriately to deliver strong earnings, capital returns, and support all who need us to help achieve their success. We invest in technology, which we believe is vital to delivering our capabilities across our eight lines of business and in enhancing the efficiency of our company. We are committed to our teammates' success and helping them pursue opportunities to thrive as a vital part of being a Great Place to Work. We also remain deeply committed to investing in the communities in which we operate by building connections through the power of sport, creating economic opportunity, and being there for our stakeholders in times of crisis and those moments that matter most.
More information about us
See our 2025 Annual Report, including our Human Capital Management Update, for more information about our company, our eight lines of business, our investment in technology, and our commitment to being a Great Place to Work and to the communities in which we operate. (Available at: https://investor.bankofamerica.com/events-and-presentations/annual-shareholder-meeting.)
See the Sustainability at Bank of America disclosure published in 2025 for more information about our company's approach to sustainability. (Available at: https://about.bankofamerica.com/content/dam/about/report-center/esg/2025/SustainabilityatBofA2025_WCAG2.2_121625.pdf)
Our 2025 company performance
WE MUST GROW AND WIN IN THE MARKET
WE MUST GROW WITH OUR CUSTOMER-FOCUSED STRATEGY
WE MUST GROW WITHIN OUR RISK FRAMEWORK
$113.1B
Revenue,
up 7% vs. 2024
$30.5B
Net Income,
up 13% vs. 2024
$3.81
Diluted Earnings Per Share,
up 19% vs. 2024
$2.02T
in Deposits
as of 12/31/25, up 3% vs. 2024
$1.19T
in Loans as of 12/31/25, up 8% vs. 2024
$15.6B
total assets under management fees, up 12% vs. 2024
$6.6B
total Investment Banking fees, up 7% vs. 2024
$20.9B
record Sales &
Trading revenue in Global Markets,
up 11% vs. 2024
$27.9B
Average Small Business loans,
up 7% vs. 2024. #1
Small business lender(1)
$4.5T
total Consumer payments,(2)
up 5% vs. 2024
$82.0B
asset under management flows across Merrill and The Private Bank
~680K
net new Consumer Checking accounts added
64%
of GWIM clients have a banking relationship
16.6B
digital logins,(3)
up 15% vs. 2024
66%
digitally-enabled sales as a percentage of total sales
11.4%
common equity tier 1 capital ratio, in excess of the 10.0% regulatory minimum
$29.5B
distributed to shareholders in common stock repurchases and dividends,
up 41% from 2024
$975B
Average Global Liquidity Sources(4)
0.50%
Net charge-offs as a percent of loans and leases outstanding
Lowest stressed credit loss rates among peers in 12 of the past 13 Federal
Reserve Comprehensive Capital Analysis and Review exams
WE MUST GROW IN A SUSTAINABLE MANNER
More than
$4B+
annual investment in innovation or new technology
3.2B+
interactions with Erica®, our AI-driven virtual assistant, since its 2018 launch
$289M
philanthropic giving
~96%
teammates recognized with Sharing Success compensation awards
~250 bps
Operating leverage
generated(5)
Source: Federal Deposit Insurance Corporation, 3Q25.
Total payments represent payments made from Bank of America accounts using credit card, debit card, ACH, wires, billpay, person-to-person, cash, and checks.
Digital logins represents the total number of desktop and mobile banking sessions on the Consumer Banking platform.
As of fourth quarter of 2025. Global Liquidity Sources comprise assets that are readily available to the company and its subsidiaries. For more information, see "Global Liquidity Sources and Other Unencumbered Assets" in the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our 2025 Form 10-K.
Operating leverage calculated as the year-over-year percentage change in revenue, net of interest expense, less the percentage change in noninterest expense.
Total Shareholder Return (TSR)
1-YEAR TSR
3-YEAR TSR
5-YEAR TSR
10-YEAR TSR
BAC
28.0%
BAC
79.6%
BAC
104.7%
BAC
306.7%
PC
49.0%
PC
159.5%
PC
208.1%
PC
401.5%
LFI
39.8%
LFI
140.2%
LFI
186.2%
LFI
310.8%
KBW
32.6%
KBW
80.3%
KBW
96.0%
KBW
200.1%
BAC = Bank of America PC = Primary Competitors LFI = Leading Financial Institutions KBW = KBW Bank Index
See раgе 59 for a list of our primary competitors and the leading financial institutions.
As of 12/31/2025
Governance objectives
Our Board of Directors oversees the development and execution of our strategy. The Board has adopted thoughtful governance practices and processes consistent with our drive for Responsible Growth and implemented a number of measures that enrich its composition, enhance independent oversight, and increase its effectiveness. These measures align our corporate governance structure with achieving our strategic objectives, and facilitate our Board's independent oversight of our company.
Thoughtful, interconnected governance processes
ACTIVE INDEPENDENT OVERSIGHT
YEAR-ROUND SELF-EVALUATION
COMPREHENSIVE DIRECTOR SUCCESSION PLANNING AND RECRUITMENT
Our Lead Independent Director has robust and well-defined duties set forth in our Corporate Governance Guidelines. See page 24.
Our Board and its committees are independent-all of our Board members are independent, except for our CEO, and all of our Board committee members are independent.
Our independent directors, including the Lead Independent Director and chairs of the Board's committees, meet regularly with our company's primary regulators.
Our independent directors meet regularly in private executive sessions without our Chair and CEO or other members of management present.
Our Board formally reviews CEO and senior management succession at least annually, and assesses candidates during Board and committee meetings and in less formal settings. See page 27.
Our independent directors review the CEO's annual performance and set his compensation. See page 31.
Our Corporate Governance Committee regularly reviews the Board's governance practices, including our Board's policy on outside board service. See page 7.
Our Board and committees continue to conduct comprehensive and multifaceted self-evaluations with a formal annual process and on-going, year-round components. See page 25.
In 2025, our directors conducted a formal written evaluation of Board effectiveness, with particular emphasis on key categories of Board effectiveness, including Board composition, focus, culture, process, and information and resources.
In addition to the formal self-evaluation process, our Lead Independent Director speaks individually with each independent Board member at least quarterly, and directors are provided with opportunities throughout the year to provide input on Board and committee practices and processes and desired agenda topics and resources.
The self-evaluations also help confirm that the Board has the appropriate mix of skills to oversee execution of our strategies and drive Responsible Growth.
Our Board regularly assesses its leadership structure. See page 23.
Our Board receives shareholder input on its governance practices through extensive, year-round outreach. See page 34.
Our Board is committed to intentional and orderly succession planning and regular renewal of its composition across a diverse range of experiences, skills, backgrounds, perspectives, and tenure. See pages 7
and 8.
Our Board has continued to enhance the director succession planning and selection process to identify candidates with complementary skills for nomination to serve on the Board. See pages 8 and 9.
Our Board utilizes a deliberate process to assess candidates and nominees, including reviewing independence, skills, experience, service on other boards, other time commitments, and any potential conflicts of interest.
Our Board's onboarding and director education processes complement this enhanced recruitment process. See page 27.
Our Board has adopted a formal Lead Independent Director and Chair emergency succession policy.
Our Corporate Governance Committee has responsibility for our Lead Independent Director succession process, as part of overall Board leadership succession planning.
The Board, in coordination with the Board committees, also regularly considers committee membership composition.
Compensation highlights
Pay-for-performance compensation philosophy
Our compensation philosophy is to pay for performance over the long term, as well as on an annual basis. Our performance considerations encompass both financial and non-financial measures-including the manner in which results are achieved. These considerations are designed to reinforce and promote Responsible Growth and maintain alignment with our Risk Framework.
Our executive compensation program provides a mix of salary, incentives, and benefits paid over time to align executive officer and shareholder interests. A majority of variable compensation granted to named executive officers (NEOs) is in deferred equity-based awards, further encouraging long-term focus on generating sustainable growth.
Our Board's Compensation and Human Capital Committee and our independent directors determined to award 2025 compensation of Ş41.0 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
48.2%
PRSUs
2025
TOTAL CEO
(1)
3.7%
Fixed/Base Salary
28.9%
CRSUs
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
96.3%
Variable/Equity
COMPENSATION
$41.0M
19.3%
TRSUs
Shareholder engagement and "Say on Pay"
We value the views of our shareholders. Input received from our shareholder engagement is critical to how we drive progress in our corporate governance practices, including our executive compensation program.
Input from our 2025 engagements, along with shareholders' response to our 2025 "Say on Pay" proposal, show continued support for our compensation design and structure, its alignment with Responsible Growth, enhancements implemented in recent years, and reaffirmed the importance of linking pay to company and individual performance.
As a result, we have retained these enhancements and maintained a generally consistent executive compensation design and application of our pay-for-performance philosophy, reflecting our commitment to incorporate shareholder input into our disclosures and program design.
See pages 34 and 43 for additional detail on our shareholder engagement practices.
(1) Total compensation pay components do not equal 100% due to rounding. For additional information, see "2025 performance year total compensation decisions" on page 53
Proposal 1: Electing directors
Our Board is presenting 12 nominees for election as directors at our annual meeting. All nominees were elected by you at our 2025 annual meeting of shareholders and currently serve as directors on our Board. Each director elected at the 2026 annual meeting will serve until our 2027 annual meeting or until a successor is duly elected and qualified. Each nominee has consented to being named in this proxy statement and to serving as a director if elected. If any nominee is unable to stand for election for any reason, the shares represented at our annual meeting may be voted for another candidate proposed by our Board, or our Board may choose to reduce its size. See "Our director nominees" on page 9 for more information about the nominees and our Board's composition.
Nominee/age(1) Indep.
Director since
Other U.S.-listed public company boards
Committee service
(C=chair) Key skills/qualifications
Sharon Allen, 74
Former Chairman, Deloitte
Yes
2012
1
Joe Almeida, 63
Former Chairman, President, and CEO,
Yes
2022
None
Baxter International
AC (C) CGC
AC CHCC
Financial Expertise, Audit/Financial Reporting
Risk Management
Strategic Planning
Retired CEO; Public Company Board Leadership
Complex, Highly Regulated Businesses Strategic Planning
Global Operations
Arnold Donald, 71
Former President and CEO, Carnival
Yes
2013
3
Retired CEO; Public Company Board Leadership AC • Strategic Planning; Global Operations
CHCC • Consumer Businesses; Business Development and
Marketing
Monica Lozano, 69
Former CEO, College Futures Foundation; Former Chairman, U.S. Hispanic Media
Yes 2006 2 CHCC (C)
Public Policy
Human Capital
ERC
Bank of America Institutional Knowledge; Public Company Board Leadership
Maria Martinez, 68
Former EVP and Chief Operating Officer, Cisco Systems
Yes
2025
2
CGC • Cybersecurity, Technology, and Information Security ERC • Global Operations
Strategic Planning
Brian Moynihan, 66
Chair and CEO, Bank of America
No 2010 None None
Public Company Board Leadership
Complex, Highly Regulated Businesses
Strategic Planning; Global Operations
Financial Services; Risk Management
Lionel Nowell, 71
Lead Independent Director,
Bank of America; Former Senior Vice President and Treasurer, Pepsi
Yes
2013
2
Public Company Board Leadership
None • Financial Expertise; Audit/Financial Reporting
Strategic Planning
2019 1
Denise Ramos, 69 Yes Former CEO and President, ITT
AC CHCC
Retired CEO; Public Company Board Leadership
Financial Expertise; Audit/Financial Reporting
Human Capital
Clayton Rose, 67
Baker Foundation Professor of Management Practice, Harvard Business School
Financial Services Experience; Consumer, Corporate, and
Yes
2018(2)
None
CHCC ERC (C)
Investment Businesses
•
Risk Expert
Public Policy
Michael White, 74
Former Chairman, President, and CEO, DIRECTV
Yes 2016 None
AC CGC (C)
Retired CEO; Public Company Board Leadership
Strategic Planning; Global Operations
Financial Expertise; Audit/Financial Reporting
Thomas Woods, 73
Former Vice Chairman and SEVP, CIBC
Yes
2016
None
CGC • Financial Services Experience ERC • Risk Management
Financial Expertise; Audit/Financial Reporting
Maria Zuber, 67
Presidential Advisor for Science and Technology Policy and E.A. Griswold Professor of Geophysics, MIT
Yes 2017 1 CGC
Cybersecurity, Technology, and Information Security
ERC
Risk Management
Strategic Planning
Age as of annual meeting date.
Dr. Rose previously served as a member of our Board from 2013 to 2015.
AC = Audit Committee
CGC = Corporate Governance Committee
CHCC = Compensation and Human Capital Committee ERC = Enterprise Risk Committee
Identifying and evaluating director candidates
Our Board oversees the business and affairs of the company through active and independent oversight of management. To carry out its responsibilities and set the tone at the top, the Board regularly reviews its composition, and through its Corporate Governance Committee, identifies and recommends director candidates for nomination using a director selection process that has been reviewed with our primary bank regulators. The Board, in coordination with its committees, also regularly considers Board leadership, succession planning, and committee membership composition.
Board composition
Our Board believes directors should possess high personal integrity and character, demonstrated management and leadership ability, extensive experience within our industry or other sectors, and the ability to exercise sound and independent judgment in a collegial manner. Our Board:
seeks directors whose complementary knowledge, experience, and skills provide a broad range of perspectives and leadership expertise in areas important to our company's strategy and oversight
assesses directors' age and tenure to provide for continuity in the boardroom and to achieve a balance between the perspectives of newer directors and those of longer-serving directors
evaluates whether directors are able to devote the time necessary to discharge their duties
In addition, the Corporate Governance Committee follows applicable regulations in confirming that our Board includes members who are independent, possess financial literacy and expertise, understand risk management principles, policies, and practices, and have experience in identifying, assessing, and managing risk exposures.
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.
LIMITS ON PUBLIC COMPANY BOARD SERVICE
All directors
4 total
CEO directors
2 total
All directors and nominees comply with our outside board service policy.
PRIVATE COMPANY BOARD SERVICE
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.
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
The Corporate Governance Committee regularly reviews the mix of individual directors on our Board to:
assess the overall Board composition
ASSESS
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.
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.
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.
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%
Audit/Financial Reporting Government, Academia, Public Policy, and Regulatory Affairs
11
3
Complex, Highly Regulated Businesses Human Capital Management and Succession Planning
11
7
Consumer, Corporate, and Investment Businesses Public Company Board Service and Corporate Governance
10
9
Cybersecurity, Technology, and Information Security Risk Management
5
11
Financial Services Strategic Planning
4
12
Global Perspective Sustainability and Social Responsibility
10
10
Our Board recommends a vote "FOR" each of the 12 nominees listed below for election as a director (Proposal 1).
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.
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)
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)
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)
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
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.
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
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)
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
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.
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)
Clayton S. Rose
Baker Foundation Professor of Management Practice, Harvard Business School
Committee membership:
Compensation and Human Capital Committee Enterprise Risk Committee (chair)
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.
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
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)
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
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.
Accordingly, our Board recommends a vote "FOR" each of the 12 nominees listed above for election as a director (Proposal 1).
Corporate governance
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:
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 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 company's maintenance of high ethical standards and effective policies and practices to protect our reputation, assets, and business
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 company's establishment, maintenance, and administration of appropriately designed compensation programs and plans
Our Board and its committees are also responsible for:
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
Reviewing and monitoring succession plans for our CEO and other key executives to promote senior management continuity
Reviewing our CEO's performance and approving the total annual compensation for our CEO and other executive officers
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
Overseeing and participating in our shareholder engagement activities to ascertain perspectives and topics of interest from our shareholders
Conducting an annual, formal self-evaluation of our Board and its committees
Director independence
The New York Stock Exchange (NYSE) listing standards require a majority of our directors and each member of our Audit Committee, Compensation and Human Capital Committee, and Corporate Governance Committee to be independent. The Federal Reserve Board's Enhanced Prudential Standards require the chair of our Enterprise Risk Committee to be independent. In addition, our Corporate Governance Guidelines require a substantial majority of our directors to be independent. Our Board has adopted Director Independence Categorical Standards (Categorical Standards) as an annex to our Corporate Governance Guidelines to assist it in determining each director's independence. Our Board considers directors and director nominees "independent" if they meet the criteria for independence in both the NYSE listing standards and our Categorical Standards.
In early 2026, our Board, in coordination with our Corporate Governance Committee, evaluated the relevant relationships between each director or director nominee and their immediate family members and affiliates, and Bank of America Corporation and its subsidiaries, and affirmatively determined that all of our directors and director nominees are independent, except for Mr. Moynihan due to his employment by our company. Specifically, the following directors and director nominees are independent under the NYSE listing standards and our Categorical Standards: Ms. Allen, Mr. Almeida, Mr. de Weck, Mr. Donald, Ms. Hudson, Ms. Martinez, Ms. Lozano, Mr. Nowell, Ms. Ramos, Dr. Rose, Mr. White, Mr. Woods, and Dr. Zuber.
In making its independence determinations, our Board considered the following ordinary course, non-preferential relationships that existed during the preceding three years and those applicable transactions reported under "Related person and certain other transactions" on page 36, and determined that none of the relationships for the directors and director nominees set forth below constituted a material relationship between the director or director nominee and our company:
Our company or its subsidiaries provided ordinary course financial products and services to all of our directors and director nominees and some of their immediate family members, and to entities affiliated with some of them or their immediate family members, specifically those affiliated with the immediate family members of Mr. Almeida, Mr. de Weck, and Dr. Rose. In each case, the fees we received for these products and services were below the thresholds of the NYSE listing standards and our Categorical Standards, and, where applicable, were less than 2% of the consolidated gross annual revenues of our company and of the other entity.
Our company or its subsidiaries purchased products or services in the ordinary course from entities where some of our directors and director nominees are executive officers or employees or where their immediate family members, specifically those of Mr. Almeida, Ms. Martinez, and Dr. Rose, serve or served in the past three years as executive officers. In each case, the fees paid to each of these entities were below the thresholds of the NYSE listing standards and our Categorical Standards.
Independent board leadership
Our Board is committed to objective, independent Board leadership. It believes that independent board oversight involves not only having properly defined independent board leadership, such as a strong Lead Independent Director when the Chair is not an independent director, but also having a robust governance framework that promotes active oversight. Our Board embraces multiple, interlinked practices that support the Board's effective functioning as a whole and engender strong and objective Board oversight. These practices include:
Regular reviews of our Board leadership structure and governance practices, taking into account contemporaneous shareholder and stakeholder perspectives;
A robust, well-defined, and transparent Lead Independent Director structure that applies when our Chair is not an independent director, which empowers the independent directors to appoint a Lead Independent Director from among its members and vests the Lead Independent Director with comprehensive authority and responsibilities, which are formalized in our Corporate Governance Guidelines and regularly reviewed.
Active leadership, involvement, and influence by the Lead Independent Director. The Lead Independent Director is conferred significant authority over the operation and functioning of the Board and directly engages with stakeholders, including regularly meeting with our primary bank regulators and playing a central role in overseeing and participating in our shareholder engagement efforts. See "Empowered and highly-engaged Lead Independent Director" for more details about the Lead Independent Director's authorities.
A Board composed of experienced and skilled directors, all of whom stand for election annually and all of whom are independent aside from the CEO. Each standing committee of the Board is presided over by an independent chair and is comprised entirely of independent directors. Under this approach, independent directors are empowered and entrusted with oversight of critical issues under the committees' purview; and
A robust Board and committee formal self-evaluation process and thoughtful director succession practices as described on pages 25 to 26 and 7 to 8, respectively, of this proxy statement.
We believe these practices provide for strong, independent Board leadership and effective engagement with, and oversight of, management.
Our Board leadership structure
Flexibility in Board Authority. Our Bylaws provide our Board with the flexibility to determine and adapt its leadership structure to best meet the company's evolving needs, strategy, and operating environment. This flexibility also enables the Board to respond to shifts in its composition, shareholder perspectives, and corporate governance practices.
Annual Review and Current Board Leadership Structure. At least once a year, the Board, in coordination with the Corporate Governance Committee, evaluates the Board's leadership structure to assess whether change is warranted. Should the Board determine that appointing an independent Chair best serves shareholders' interests, it has the authority to do so.
Taking into consideration the needs and circumstances of our company and our Board, input from shareholders, and developments in corporate governance practices, the Board believes that the existing Board leadership structure-comprised of a Lead Independent Director and a Chair-remains appropriate at this time.
Our Lead Independent Director. Mr. Nowell, our Lead Independent Director, exemplifies strong independent Board leadership. He leads the other independent directors in providing objective oversight of management, evaluating the CEO's performance, determining and approving CEO compensation, shaping our company's long-term strategy and monitoring its execution, and serving the best interests of our company and our shareholders by overseeing management's work to create long-term value.
Our Chair. Mr. Moynihan, our Chair and CEO, leads our company in the execution of our strategic vision and our focus on Responsible Growth. He is a global leader with extensive expertise in the financial services industry and deep knowledge of our company.
Internationally recognized, Mr. Moynihan serves as chair of the Sustainable Markets Initiative, on the board of Bank Policy Institute, and as a member of the World Economic Forum's International Business Council, the Business Roundtable, and the Financial Services Forum.
Shareholder Endorsement
In 2015, our Board convened a special shareholders' meeting solely to give shareholders a vote on whether or not they wanted to change the Bylaws of the company to require an independent Chair. Shareholders resoundingly said NO, as over 62% of votes cast favored allowing our Board the flexibility to determine its leadership structure, including appointing an independent Chair or appointing a Lead Independent Director when the Chair is not an independent director. And our shareholders continue to support that 2015 decision. At the annual meetings in each of 2017, 2018, 2023 and 2024, our shareholders overwhelmingly rejected proposals to require an independent Chair-all of which were submitted by the same few proponents-each time by a more than two-to-one margin.
Shareholders also continue to express support for this flexibility during our regular engagement conversations on Board and governance topics.
Empowered and highly-engaged Lead Independent Director
Our Lead Independent Director, Mr. Nowell, is empowered with and exercises robust, well-defined duties formalized in our Corporate Governance Guidelines.(1)
Board leadership
Presiding at all meetings of our Board at which the Chair is not present, including at executive sessions of the independent directors
Calling meetings of the independent directors, as appropriate
Providing Board leadership if the CEO Chair's role may be (or may be perceived to be) in conflict
Board focus
In consultation with our Board and executive management, providing that our Board focuses on key issues and tasks facing our company, and on topics of interest to our Board
Assisting our Board, our Corporate Governance Committee, and management in complying with our Corporate Governance Guidelines and promoting corporate governance best practices
Working with our Corporate Governance Committee, our Compensation and Human Capital Committee, and members of our Board, contributing to the annual performance review of the CEO, and participating in CEO succession planning
Board meetings
In coordination with the CEO and the other members of our Board, (i) planning, reviewing, and approving meeting agendas for our Board, and (ii) approving meeting schedules to provide sufficient time for discussion of all agenda items
Advising the CEO of the information needs of our Board and providing input on information sent to our Board
Developing topics of discussion for executive sessions of our Board
Board culture
Serving as a liaison between the CEO and the independent directors
Establishing a close relationship and trust with the CEO, providing support, advice, and feedback from our Board while respecting executive responsibility
Acting as a "sounding board" and advisor to the CEO
Board performance and development
Together with the CEO and the other members of our Board, promoting the efficient and effective performance and functioning of our Board
Consulting with our Corporate Governance Committee on our Board's annual formal self-evaluation
Providing guidance on the ongoing development of directors
With our Corporate Governance Committee and the CEO, consulting in the identification and evaluation of director candidates' qualifications (including candidates recommended by directors, management, third-party search firms, and shareholders) and consulting on committee membership and committee chairs
Shareholders and other stakeholders
Being available for consultation and direct communication, to the extent requested by major shareholders
Having regular communication with primary bank regulators (with or without management present) to discuss the appropriateness of our Board's oversight of management and our company
In addition to his formalized responsibilities, Mr. Nowell takes an active role with our shareholders, regulators, Chair and CEO, independent directors, and management.
Shareholders
Plays a leading role in our shareholder engagement process, representing our Board and independent directors in investor meetings and providing information from those investor meetings directly to our Board. See "Shareholder engagement" on page 34
Regulators
Holds calls with our primary bank regulators to discuss any issues of concern, and attends conferences convened by our primary bank regulators with directors of other large financial institutions to discuss industry issues
Directors
Regularly speaks with our Chair and CEO; holding calls at least monthly to discuss Board meeting agendas and discussion topics, schedules, and other Board governance matters
Speaks individually with each Board member at least quarterly to receive input on Board agendas, Board effectiveness, Board planning matters, and other related topics of management oversight
Attends meetings of all Board committees
Management
Meets regularly with other management members, including our Chief People Officer and our Chief Risk Officer
(1) See our Corporate Governance Guidelines available at https://http://investor.bankofamerica.com under the heading "Governance."
Disclaimer
Bank of America Corporation published this content on April 15, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 15, 2026 at 11:07 UTC.