Bank of America : Europe D.A.C. (formerly Bank of America Merrill Lynch International D.A.C.) 2025 Report

Published: 2026-04-20 09:24:10 ET BAC

Published on 04/20/2026 at 09:24 am EDT

Bank of America Europe Designated Activity Company

Pillar 3 Remuneration Disclosure

Performance Year Ended 31 December 2025

Table of Contents

Governance and the Decision-making Process for Determining the Remuneration Policy 3

The Link between Pay and Performance 6

Risk Management and Incentive Plans 7

Employee Pay 8

Commitment to Equal Pay and Responsible Growth 9

Material Risk Taker Pay 9

REM1 - Remuneration awarded for the financial year 11

REM2 - Guaranteed variable remuneration and severance payments 12

REM3 - Deferred yemuneration 13

REM4 - Remuneration of 1 million EUR or more per year 14

REM5 - Information on remuneration of staff whose professional activities have a material

impact on institutions' risk profile (identified staff) 14

The following remuneration disclosure sets forth a summary of the remuneration principles and programmes executed by Bank of America Europe Designated Activity Company ("BofA Europe"), including its branches, as at 31 December 2025. Additionally, the disclosure sets forth information regarding the remuneration of staff identified as Material Risk Takers ("MRTs") for BofA Europe, taking into account the qualitative and quantitative criteria to identify categories of staff whose professional activities may have a material impact on an institution's risk profile contained in Capital Requirement Directive (EU) 2019/878 ("CRD V") and Commission Delegated Regulation (EU) No 2021/923 (the "RTS").

This document therefore incorporates the qualitative disclosure requirements under Article 450(1) and 450(2) of the Capital Requirements Regulation (Regulation (EU) No 575/2013, as amended, including by Directive (EU) No 2019/876 - the "CRR II") and the quantitative disclosure requirements under paragraphs (g) to (i) of Article 450(1) of the CRR II and the implementation of technical standards for both qualitative and quantitative disclosure requirements under Article 17 of the Commission Implementing Regulation (EU) No 2021/637, as well as corresponding guidance as set out in the 2021 European Banking Authority Guidelines on Sound Remuneration Policies of 2 July 2021 EBA/GL/2021/04 (the "EBA Guidelines") as applicable.

BofA Europe is a wholly owned subsidiary of Bank of America, N.A and their ultimate parent is Bank of America Corporation (the "Company" or "Bank of America"), a corporation organised and existing under the laws of the United States of America. BofA Europe therefore falls within Bank of America's global remuneration governance framework and global remuneration policies, in addition to operating a local remuneration governance framework and the BofA Europe Remuneration Policy Statement ("RPS").

As a U.S.-based firm, Bank of America's primary regulator is the U.S. Board of Governors of the Federal Reserve System (the "Federal Reserve"). Bank of America's remuneration programmes and practices are consistent with the Federal Reserve's requirements, in addition to those of other regulators globally, including the Central Bank of Ireland (the "CBI") and European Central Bank. Additionally, shares of Bank of America's common stock are traded on the New York Stock Exchange (the "NYSE") and, as such, Bank of America is subject to requirements imposed by the NYSE, including those specified in the NYSE Listed Company Manual. The NYSE Listed Company Manual provides that the Bank of America Board of Directors Compensation and Human Capital Committee ("CHCC") is responsible for recommending to Bank of America's Board of Directors the approval of incentive and equity-based compensation plans that are subject to the Company's Board approval.

Bank of America therefore designs and governs its remuneration programmes on a global basis so that its programmes are consistent with Bank of America's Global Compensation Principles as described in Bank of America's Compensation Governance Policy ("CGP") and sound risk management practices as well as compliant with applicable laws and regulations. The CHCC has adopted and annually reviews (most recently in June 2025) the CGP to govern incentive remuneration decisions and define the framework for design oversight of incentive remuneration programmes across Bank of America,

including BofA Europe. The CGP is designed to be consistent with global regulatory initiatives so that Bank of America's incentive remuneration plans do not encourage excessive risk-taking.

Bank of America's remuneration policies and processes, including those in operation within BofA Europe, are gender-neutral, complement Responsible Growth and assist the Company and BofA Europe in achieving its strategic objectives, creating long-term value, maintaining our culture of compliance and contributing to our environmental, social and governance activities.

In order to provide an appropriate balance of risk and reward, incentive remuneration plans are developed in accordance with Bank of America's Global Compensation Principles, which are applicable to all entities including BofA Europe. These Compensation Principles are referred to within the RPS which governs the remuneration processes and practices of BofA Europe:

Principle 1. Compensation should be comprised of an appropriate mix of salary, benefits and incentives paid over time that properly aligns employee and stockholder interests.

Principle 2. Criteria for payment of incentive compensation should take into account Company-wide, business unit and individual factors.

Principle 3. Compensation should be determined on the basis of a combination of financial and non-financial factors that reflect both the current period and a longer period.

Principle 4. Compensation programmes should incorporate appropriate governance processes and procedures.

Bank of America applies prudent risk management practices to its incentive compensation programmes and is committed to a compensation governance structure that effectively contributes to Bank of America's overall risk management policies. BofA Europe is part of Bank of America's remuneration governance process and the following bodies are responsible for the governance of BofA Europe's remuneration plans:

the BofA Europe Remuneration Committee (the "Committee"), operated in accordance with the CBI's Corporate Governance Requirements for Credit Institutions 2015, whose duties are set out in the BofA Europe Remuneration Committee Charter,

The BofA Europe Board of Directors (the "BofA Europe Board"),

line of business management and independent control functions aligned to the line of business ("LOB Compensation Governance"),

the Management Compensation Committee (the "MCC"),

the CHCC, which is wholly made up of independent directors and functions as Bank of America's global Remuneration Committee, and

Bank of America's Board of Directors.

The intention of the above governance process is to drive debate, encourage consistency and calibrate across lines of business, countries and legal entities. This allows for a greater focus on the correlation and consistency of remuneration recommendations at a global and local level, and ensures that Responsible Growth including conduct is considered throughout the remuneration process.

BofA Europe effectively governs and aligns remuneration with prudent risk taking, considering the business strategy, objectives, values and long term interests of BofA Europe, and provides an appropriate local level of responsibility for the preparation of decisions regarding remuneration. The

Committee is responsible for local remuneration governance, as necessary, to address local issues.

The role of the Committee, in accordance with Paragraphs 57 and 58 of the EBA Guidelines and Regulation 83 of S.I. 158/2014, as amended by S.I. 710/2020, amongst other matters, is to assist the Board of BofA Europe in fulfilling its oversight responsibility relating to the development and implementation of BofA Europe's remuneration policies and practices, as reflected in the RPS, in particular the policies and practices which have an impact on the risk profile and risk management of BofA Europe. The Committee is responsible for the governance and oversight of remuneration decisions for BofA Europe employees in accordance with the Committee Charter. The Committee collaborates with other committees of the Board of BofA Europe, committees of other Bank of America entities, as well as the CHCC.

The Committee is charged with oversight of the development and implementation of BofA Europe's remuneration policies and practices. The RPS sets forth the overall approach to the execution of BofA Europe's remuneration philosophy and the operation of its remuneration programmes, including BofA Europe's approach to complying with the remuneration requirements applicable to BofA Europe and its branches. In accordance with CRD V, the RPS may be updated periodically and as required to reflect changes with BofA Europe's remuneration processes and practices and/or changes with remuneration regulation. The Committee will at least annually, or more frequently as necessary (most recently in September 2025), review and recommend the RPS to the BofA Europe Board for approval.

BofA Europe benefits from being part of Bank of America's global remuneration governance framework by aligning its RPS with the CGP, which provides dual oversight of remuneration processes and practices within BofA Europe. The Committee has a direct connection and open flow of communication with the CHCC, allowing any escalation of concerns and changes required relating to the operation of Bank of America's remuneration system for BofA Europe.

During performance year 2025, the Committee held five (5) meetings. Discussions covered a number of topics, including how BofA Europe complies with applicables rules and aligns remuneration to the Company's commitment to Responsible Growth and environmental, social and governance considerations through its remuneration policies and practices.

It is critical to the effective implementation of the CGP and the RPS that the independent control functions operate independently from the lines of business they support. To this end, independent control functions operate as separate lines of business, and therefore the remuneration of independent control function employees (including salary levels and incentive awards) is independently determined and are not based on the financial performance of the individual lines of business they support.

As part of its global governance routine, the CHCC meets with the heads of Bank of America's independent control functions (including the Chief Risk Officer ("CRO")) and lines of business to discuss their feedback on the pay-for-performance process, including their experience managing risk and conduct matters. In addition, Bank of America's CRO also certifies all incentive plans across Bank of America as part of the MCC's governance process. The Committee considers risk and conduct matters as relevant and appropriate through the performance year, and interacts with the BofA Europe CEO and other local Board and Management Committees, including the BofA Europe Board Risk Committee and Management Risk Committee, regarding the operation of Bank of America's remuneration system as applicable to BofA Europe. In line with CRD V, the Company's Corporate Audit

Disclaimer

Bank of America Corporation published this content on April 20, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 20, 2026 at 13:23 UTC.