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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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Exchange Act of 1934 (Amendment No.    )

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Bank of America Corporation

 

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March 8, 2021

 

Letter from our Chairman and Chief Executive Officer

We are pleased to invite you to the 2021 annual meeting of shareholders to be held on April 20, 2021 at 10:00 a.m., Eastern time. For the health and safety of our shareholders, employees, and communities, our 2021 annual meeting will be held virtually by webcast.

During the meeting, we will provide updates on the company and how operating for more than a decade under Responsible Growth allowed us to deliver for shareholders during 2020. We will highlight our support of our employees, our customers and clients, and the communities we serve—with particular focus on our support during the COVID-19 health crisis.

You will also hear from Jack Bovender, our Lead Independent Director. Jack will be retiring from the Board at the 2021 annual meeting.

 

 

On behalf of the Board, I want to thank Jack for his dedication to our company and his deep commitment to strong corporate governance. Jack has worked tirelessly to build a forum for key stakeholders to share their views with our Board and management, and we look forward to continuing the industry-leading shareholder engagement activities that he helped implement.

 

 

Your vote is important. Since the 2017 annual meeting, Bank of America has made a $1 charitable donation for every shareholder account that votes—your participation in the 2020 annual meeting resulted in approximately $1.05 million in contributions to Water.org.

For the 2021 annual meeting, we will again make a $1 charitable donation for every shareholder account that votes. This year, the contributions will be made in equal parts to the National Urban League and UnidosUS.

Please read the proxy materials and follow the voting instructions to ensure your shares are represented at the meeting.

 

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BRIAN T. MOYNIHAN

Chairman and Chief Executive Officer

 

 

Letter from our Lead

Independent Director

 

The independent directors and I join Brian in inviting you to attend our company’s 2021 annual meeting of shareholders. The Board values input from our shareholders as the company executes our long-term strategy. As the Board’s Lead Independent Director, I meet regularly with investors. I share investors’ viewpoints with the Board, and that input enhances our decision-making. I had the pleasure of being joined during our fall 2020 and early 2021 shareholder engagement meetings by Lionel Nowell, who the Board selected to succeed me as Lead Independent Director upon my retirement.

During 2020 and early 2021, our dialogue covered broad-ranging topics, including: the Board’s diverse composition and breadth of experience; the role of the Lead Independent Director, the Lead Independent Director succession planning process, and Lionel’s selection as Lead Independent Director successor; the Board’s oversight of our company’s response to the global health crisis and to the racial and economic inequality in the U.S.; and our company’s response through supporting our employees, our customers, and the communities we serve.

So that all shareholders have the opportunity to hear directly from our Board members, we continue to make available video interviews of each director discussing our company’s governance practices and what Responsible Growth means to us on our annual meeting website at https://about.bankofamerica.com/annualmeeting.

I encourage you to read our 2021 Proxy Statement, our 2020 Annual Report, and the other proxy materials. I also encourage you to read the second edition of our Human Capital Management Report published in October 2020, also available on our annual meeting website.

Our Board remains committed to building long-term value in the company and returning excess capital to our shareholders. On behalf of the directors, I join Brian, Lionel, and the management team in thanking you for choosing to invest in Bank of America.

It has been my great pleasure to serve as your Lead Independent Director.

 

 

 

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JACK O. BOVENDER, JR.

Lead Independent Director

 

 

 

 



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Notice of 2021 annual meeting of shareholders

 

Date and time:

 

 

 

 

 

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April 20, 2021

10:00 a.m., Eastern time

 

Live audio webcast:

 

 

 

 

 

 

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www.virtualshareholder

meeting.com/BAC2021

 

Matters to be voted on:

 

  Electing the 16 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 2021

 

  A proposal amending and restating our Key Employee Equity Plan

 

  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 very important:

Please submit your proxy as soon as possible by internet, telephone, or mail. Submitting your proxy by one of these methods will ensure your representation at the annual meeting regardless of whether you attend the meeting.

Your vote is important—we want to hear from you and all of our other shareholders. On behalf of every shareholder account that votes, Bank of America will make a $1 charitable donation in equal parts to the National Urban League and UnidosUS in support of our ongoing focus on advancing economic opportunity and racial equality.

Please refer to page 94 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 1, 2021 will be entitled to vote at our annual meeting and any adjournments or postponements of the meeting.

 

 

In support of the health and safety of our shareholders and employees, we will hold our annual meeting this year solely by means of remote communication via audio webcast at www.virtualshareholdermeeting.com/BAC2021. You will be able to participate in the virtual annual meeting online, vote your shares electronically, and submit questions during the meeting, and shareholders of record may view the list of registered holders entitled to vote at our annual meeting. You will not be able to attend the annual meeting in person.

 

By order of the Board of Directors,

 

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ROSS E. JEFFRIES, JR.

Deputy General Counsel and Corporate Secretary

March 8, 2021

 

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 20, 2021:

Our 2021 Proxy Statement and 2020 Annual Report to shareholders are available at https://about.bankofamerica.com/annualmeeting.

 

 


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Proxy statement summary

 

 

Proxy statement summary

Your vote is important

How to vote your shares

You may vote if you were a shareholder as of the close of business on March 1, 2021.

 

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Proposals for your vote

   Board voting recommendation      Page  

1.   Electing directors

  

 

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2

   

 

 

2.   Approving our executive compensation
(an advisory, non-binding “Say on Pay” resolution)

  

 

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48

   

 

 

3.   Ratifying the appointment of our independent
registered public accounting firm for 2021

  

 

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74

   

 

 

4.   Amending and restating the Bank of America Corporation
Key Employee Equity Plan

  

 

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76

   

 

 

5-8.  Shareholder proposals

  

 

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83

   

 

 

 

Your vote is important—we want to hear from you and all of our other shareholders. On behalf of every shareholder account that votes, Bank of America will make a $1 charitable donation in equal parts to the National Urban League and UnidosUS. Contributing to these organizations aligns with our ongoing focus on advancing economic opportunity and racial equality.

 

The National Urban League is the largest civil rights and urban advocacy organization focused on economic empowerment for African Americans through direct services in education and job training, housing and community development, workforce development, entrepreneurship, and health. UnidosUS, formerly the National Council of La Raza, is the nation’s largest Latino civil rights and advocacy organization serving the Hispanic community in the areas of civic engagement, civil rights and immigration, education, workforce and the economy, health, and housing through research, advocacy, programs, and a national network of community-based affiliates across the country.

 

For more information about our $1 charitable donation, see page 95.

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To review our 2021 Proxy Statement, 2020 Annual Report, and other information relating to our 2021 annual meeting online, go to https://about.bankofamerica.com/annualmeeting.

Attending the annual meeting

To attend, vote and submit questions during our annual meeting, visit www.virtualshareholdermeeting.com/BAC2021 and enter the control number found in the email or on the Notice of Internet Availability of Proxy Materials previously notifying you of the availability of our proxy materials, or on the proxy card or voting instruction form. If you do not have a control number, you may still attend the meeting as a guest in listen only mode, but you will not be able to vote your shares or otherwise participate in the meeting.

We encourage shareholders to log in to the website and access the webcast early, beginning approximately 15 minutes before the annual meeting’s 10:00 a.m., Eastern time start time. If you experience technical difficulties, please contact the technical support telephone number posted on www.virtualshareholdermeeting.com/BAC2021. See “Attending our annual meeting” on page 96.

As always, we encourage you to vote your shares prior to the meeting.

 

2021 PROXY STATEMENT     i


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Proxy statement summary

 

 

Strategic objectives

 

 

 What would you like the power to do?®

 

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—how we serve the core financial needs of people, companies, and institutions

 

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2020 Company Performance — Responsible Growth

($ in billions, unless otherwise indicated)

 

GROW AND WIN IN THE MARKET — NO EXCUSES

2020 CHANGE FROM 2019   

Net income

  $17.9 (34.8%)

Revenue

  $85.5 (6.3%)

Average loans in business segments

$954.3 42.4%

Average deposits

$1,633 18.3%

Share repurchases and common stock dividends

  $13.3 (61.2%)
    

GROW WITH OUR CUSTOMER-FOCUSED STRATEGY

   

Business referrals

6.4 million

(17.9%)

Primary consumer account holders

  92%

1%

Merrill net new households

22 thousand

(37.1%)

Global Banking—U.S. Fortune 1000 (% covered)

  95%

Active mobile users

30.8 million 5.5%

Consumer Banking satisfaction

79.1% (0.9%)

Brand favorability

67.5% 2.5%
    

GROW WITHIN OUR RISK FRAMEWORK

   

Net charge-off ratio

  0.42% 4 bps

Net charge-offs

$4.1 13.0%

Risk-weighted assets(1)

$1,480 (0.9%)

G-SIB surcharge capital buffer(2)

    2.5%

Average market risk VaR for trading(3)

$106 million n/m
    

GROW IN A SUSTAINABLE MANNER

   

Noninterest expense

  $55.2 0.6%

Efficiency ratio

  64.55% 438 bps

Tech initiative spending

  $3.5   2.9%

Low carbon investing

  $50   n/m

Investments in Community Development Financial Institutions

  $1.8 n/m

Philanthropic investments

$350 million 40%

Employee Engagement Score

      91%     6%

Employee turnover

        7%       (4%)

 

 

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n/m

= not meaningful

(1)

Risk-weighted assets are presented for the approach that yields the lower Common equity tier 1 ratio, which was the Standardized approach at December 31, 2020 and 2019.

(2)

“G-SIBs” are global systemically important banks designated by the Financial Stability Board as of November 11, 2020.

(3)

VaR model uses historical simulation approach based on three years of historical data and an expected shortfall methodology equivalent to a 99% confidence level.

 

 

ii BANK OF AMERICA


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Proxy statement summary

 

 

Governance objectives

Our Board of Directors oversees the development and execution of our strategy. The Board has adopted robust governance practices and procedures consistent with driving Responsible Growth. Our Board has implemented a number of measures to enrich Board composition, enhance independent oversight and increase their effectiveness. These measures align our corporate governance structure with achieving our strategic objectives, and enable our Board to effectively communicate and oversee our culture of compliance and rigorous risk management.

Thoughtful, interconnected governance processes

 

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Key statistics about our director nominees

 

 

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(1)

Our director nominees’ average tenure is calculated by full years of completed service based on date of initial election as of our annual meeting date; source for S&P 500 average: 2020 Spencer Stuart Board Index.

 

2021 PROXY STATEMENT     iii


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Proxy statement summary

 

 

Our shareholders inform and guide achievement of governance objectives

We interact with our investors in a variety of ways. Our Investor Relations team regularly meets with investors, prospective investors, and investment analysts. These meetings often include participation by our Chairman and CEO, Chief Financial Officer, or line of business leaders, and they generally are focused on company performance, strategy, and Responsible Growth. In addition to the investor relations meetings, our Board and management also routinely engage with our shareholders and other stakeholders. Throughout 2020 and into 2021, we provided direct updates about our Board and our company to our 250 largest shareholders representing approximately 61% of our shares outstanding and to key stakeholders. During that same time period, our Board and management met with shareholders representing approximately 24% or 2.1 billion of our shares outstanding and with other stakeholders to solicit their input on important governance, executive compensation, human capital management, regulatory, sustainability, pandemic-related developments, and other matters. This continued exchange has informed our Board’s meeting agendas, and contributes to governance and disclosure enhancements that help us address the issues our shareholders and key stakeholders tell us matter most to them. Importantly, this engagement process complements Responsible Growth and assists us in achieving our strategic objectives, creating long-term value, maintaining our culture of compliance, and contributing to our ESG activities.

To provide more clarity regarding the Board’s oversight of sustainability and ESG matters, the Board updated the charter of its Corporate Governance Committee in 2016 to reflect the Committee’s more direct oversight of our company’s ESG matters and our management-level Global ESG Committee. In early 2020, to reflect this additional oversight and to provide clarity to investors and stakeholders, the Board changed the name of the Committee to the “Corporate Governance, ESG, and Sustainability Committee” and also changed the name of its Compensation and Benefits Committee to “Compensation and Human Capital Committee” to highlight the Board’s ongoing oversight of sustainability, ESG, and human capital matters. Since that time, the Board has further strengthened its ESG oversight by having our management-level Global ESG Committee escalate environmental and social risks to the Management Risk Committee, which in turn reports to the Board’s Enterprise Risk Committee.

Our Board-driven shareholder engagement process

 

 

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See “Shareholder engagement” on page 30 for more information on our shareholder engagement philosophy and activities.

 

iv BANK OF AMERICA


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Proxy statement summary

 

 

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 include both financial and non-financial measures—including the manner in which results are achieved. Also taken into account in 2020 was the response by our company during one of the most tumultuous economic periods in our company’s history. Our steadfast focus on our Purpose, Values and Responsible Growth prepared us to be a source of strength during the health crisis when others needed us most. We were ready and have vigorously addressed the impacts of the COVID-19 pandemic on our employees, our customers and the communities that we serve around the globe. These considerations 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 total variable compensation granted to named executive officers is in deferred equity-based awards, further encouraging long-term focus on generating sustainable growth.

 

Continued dedication to Responsible Growth contributed to our resiliency and profitability in 2020

 

 

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In recognition of our Responsible Growth results, overall company performance, and the CEO’s extraordinary leadership response to the pandemic and all of our stakeholders, the Compensation and Human Capital Committee and the Board’s independent directors determined the following 2020 compensation for our CEO:

 

 

  Total compensation, inclusive of base salary and equity-based incentives, of $24.5 million, down 7.5% from 2019 total compensation of $26.5 million

 

  Based on shareholder input and our Board’s assessment, pay structure is unchanged
from prior years

 

  93.9% of Mr. Moynihan’s total compensation is variable and directly linked to company performance. All CEO variable compensation was awarded in equity (as it has been since 2010)

 

  Half of Mr. Moynihan’s variable compensation is performance restricted stock units (PRSUs) that must be re-earned based on sustained three-year average performance of key metrics (return on assets and growth in adjusted tangible book value)

 

  The remainder of the CEO’s variable pay is cash-settled restricted stock units (CRSUs) and time-based restricted stock units (TRSUs) settled in stock; TRSUs will vest over a longer period than prior years

 

  Mr. Moynihan must hold 50% of net after-tax shares received from equity-based awards until one year after retirement

 

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Compensation risk management features

 

  Mix of fixed and variable pay

 

  Balanced, risk-adjusted performance measures

 

  Pay-for-performance process that bases individual awards on actual results and how those results were achieved

 

  Review of independent control function feedback in performance
  Deferral of a majority of variable pay through equity-based awards

 

  Robust stock ownership requirements, and executive officers must hold 50% of net after-tax shares received from equity-based awards until retirement

 

  Use of multiple cancellation and clawback features for equity-based awards
 

Historical “Say on Pay” votes

Our Compensation and Human Capital Committee believes the results of last year’s “Say on Pay” vote and input from our shareholder engagement affirmed our shareholders’ support of our company’s executive compensation program. This informed our decision to maintain a consistent overall approach in setting executive compensation for 2020.

 

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See “Compensation discussion and analysis” on page 48.

 

(1)

Common equity tier 1 (CET1) capital ratio

(2)

Total compensation pay components do not equal 100% due to rounding. For additional information about compensation paid, accrued, or awarded in 2020, see “Executive compensation” on page 63.

 

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Proxy statement summary

 

 

Responsible Growth(1)

 

We have been focused on Responsible Growth for more than a decade. That means we must grow, no excuses. We have to do it by focusing on delivering for clients within our risk parameters. And it must be sustainable. To be sustainable, we want to be the best place to work for our team, we share our success with our communities, and we drive operational excellence. By focusing on Responsible Growth we deliver for our teammates, clients, and shareholders AND help address society’s biggest challenges. Our long-term, steadfast focus on Responsible Growth prepared us to be a source of strength in 2020 when others needed us most. It allowed us to vigorously respond to the global health and humanitarian crisis arising from the coronavirus pandemic, and continue to promote stakeholder capitalism and drive social progress for racial equality and economic opportunity.(2) To learn more, visit http://bankofamerica.com/responsiblegrowth.

 

 

 

At Bank of America, we focus on results and on how we deliver them. One of the things we should all be proud of is how we have delivered for our traditional stakeholders, customers, teammates and shareholders, and how we delivered for the broader society at the same time. A concept we embrace—the “genius of the and”(3)—applies to how we are delivering for customers, for teammates, for shareholders, AND for our communities and the society in which we operate.

 

—Brian T. Moynihan, Chairman and CEO

 

 

 
 
 

Growth that is sustainable: Our ESG leadership

Our Board and management-level Global Environmental, Social, and Governance (ESG) Committee are actively engaged in the oversight of our ESG programs and strengthening our ESG practices to support Responsible Growth. Our ESG approach is integrated into each of our eight lines of business and helps define how we pursue growing business opportunities and manage risk.

Our Global ESG Committee is comprised of senior executives across every line of business and support function who help guide the company’s efforts and enable ESG progress. The committee identifies and discusses ESG issues material to our business—including our human capital management practices, products and service offerings, client selection, and investments in creating a sustainable global economy—and helps set and monitor our progress against these ESG goals. The committee regularly reports to the Board’s Corporate Governance, ESG, and Sustainability Committee on the company’s ESG activities and emerging ESG risks and opportunities, and provides ESG risk updates to the Board’s Enterprise Risk Committee through the Management Risk Committee. In addition, the Board’s Compensation and Human Capital Committee oversees our human capital management practices and receives regular reports from our Chief Human Resources Officer, who is a member of the Global ESG Committee.

As part of these efforts, management established a Sustainable Markets Committee, co-chaired by Vice Chairman Anne Finucane and Chief Operating Officer (COO) Tom Montag, to accelerate our progress, identify new opportunities, and build upon our work in sustainable finance including helping accelerate the transition to a low-carbon economy.

Our CEO, together with the chair of our Global ESG Committee, Vice Chairman Anne Finucane, and her team engage with consumer advocates, community advisors, and other stakeholders for their advice and guidance in shaping our ESG policies and practices. This includes our National Community Advisory Council (NCAC), comprised of senior leaders from social justice, consumer advocacy, community development, environmental, research, and advocacy organizations, and bank executives. Since its founding in 2005, the NCAC has met at least twice annually to provide external perspectives on our business policies, practices and products. A list of the NCAC members is available on our website at https://about.bankofamerica.com under What Guides Us > Our Business Practices > Governance.

Our commitment to drive racial equality and economic opportunity

Integral to sustainable Responsible Growth is sharing our success with the communities in which we operate, which we do through our industry leading ESG initiatives, including taking action to drive progress on racial and economic inequality in the United States. Our company believes that we have a role to play in helping communities move forward. This understanding is core to our company’s commitment to Responsible Growth and to the people and communities we serve. As part of that commitment, our company knows that it must take action to address the real consequences of systemic racism.

In 2020, we came together, as a company and as a world, with intensified passion for racial equality. In June, we announced a $1 billion, four-year initiative to help advance racial equality and economic opportunity, with a particular focus on helping create opportunity for people and communities of color. We’re investing in the four primary areas of health and healthcare, jobs/reskilling, support to small businesses, and affordable housing because these are areas where systemic, long-term gaps have existed, and where significant change is required for progress to occur and to be sustained. We’ve already allocated one third, or $300 million, of our $1 billion commitment across 91 U.S. markets and globally:

 

 

$25 million supporting jobs initiatives through partnerships with 21 higher education institutions and major employers

 

 

$25 million to support underserved and minority communities through outreach programs

 

 

$50 million in direct equity investments to Minority Depository Institutions (MDIs)

 

 

$200 million of proprietary equity funding to minority entrepreneurs, businesses, and funds

Supporting courageous conversations at the company and in the communities we serve has been core to our approach as we work to advance racial equality. In 2020, we supported the launch of the Smithsonian’s “Race, Community and Our Shared Future,” through a $25 million commitment which will bring a series of virtual town halls, including leaders in areas such as civil rights, social justice and economic mobility, to communities across the country.

 

(1)

Company goals are aspirational and not guarantees or promises that all goals will be met. Statistics and metrics included in this “Responsible Growth” section are estimates and may be based on assumptions or developing standards. Content available at websites and in documents referenced in this section are not incorporated herein and are not part of this proxy statement.

(2)

Responsible Growth that is sustainable means (i) we share our success, including through our focus on ESG leadership; (ii) we invest in our talent and capabilities by focusing on continuous improvement through operational excellence; and (iii) we focus on the resources and benefits needed to be a great place to work for our employees.

(3)

This is a concept developed by Jim Collins in his book Built to Last: Successful Habits of Visionary Companies.

 

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Proxy statement summary

 

 

In addition, in 2020, we also issued a $2 billion Equality Progress Sustainability Bond designed to advance racial equality, economic opportunity and environmental sustainability, the first offering of its kind in the financial services industry, and the first sustainability bond issued by a U.S. bank holding company where the social portion of the use of proceeds will be dedicated to financial empowerment of Black/African American and Hispanic/Latino communities.

See pages 33 through 35 for a more comprehensive discussion of how we drive racial equality and economic opportunity.

Being a great place to work

Another way we drive Responsible Growth is by being a great place to work. We deliver on our commitment to be a great place to work by being a diverse and inclusive workplace, attracting and developing exceptional talent, supporting employees’ physical, emotional, and financial wellness, and recognizing and rewarding performance. Through this lens, we provide compensation, benefits, and resources to employees that enhance their experience and further their careers with us. This is not only good for our business but it is the right thing to do.

Our shareholders have informed us of the importance they place on transparency and understanding our employee practices. In October 2020, we published our latest Human Capital Management Report to provide information and details on all we do to support our employees and their families, including the steps we have taken during the global health crisis over the past year, as well as the additional steps we are taking to continue to build on this progress. As described in the report, our company focuses significant resources on hiring, developing, and retaining diverse talent. We value and promote diversity and inclusion in every aspect of our business and at every level of our organization. Our commitment to creating a diverse and inclusive environment starts at the top with our Board and executive leadership, who play key roles in the oversight of our culture, and our growth as a diverse workplace and an inclusive work environment. For over 20 years, our Global Diversity & Inclusion Council, chaired by our CEO and comprising of senior executives from every area of the company, has promoted diversity goal setting, which is embedded in our performance management system and occurs at all levels of the enterprise.

Our company seeks to build a diverse pipeline of candidates for positions at all levels of the company, including leadership positions. We routinely disclose our company’s workforce diversity metrics in order to publicly hold ourselves accountable and to confirm whether we are delivering on our commitment to increase diverse representation across the company wherever possible. Our commitment to diversity has resulted in improvements in key workforce diversity metrics, and our practices and policies have also resulted in strong representation where our broad employee population mirrors the clients and communities we serve.

To help drive a culture of inclusion, our company has developed and provided all employees access to a range of programs and resources focused on building understanding and driving progress in the workplace. In 2020, more than 165,000 employees participated in over 320 courageous conversations focused on expanding our perspectives to drive a culture of inclusion. Our CEO and COO also hosted multiple diverse speakers in virtual town halls to engage in an open dialogue on diversity and inclusion. In 2020, we had nearly 88,000 total diversity & inclusion program completions, reaching more than 63,300 unique employees.

Our focus on being a great place to work is highlighted in our 2020 Human Capital Management Report (available at https://about.bankofamerica.com/annualmeeting) and described in further detail in “Responsible Growth” starting on page 33.

Our focus on climate change and the environment

Building on Bank of America’s longstanding support for the Paris Climate Agreement to limit global warming to well below 2 degrees Celsius, in February 2021, we outlined initial steps to achieve our goal of net zero greenhouse gas (GHG) emissions in our financing activities, operations, and supply chain before 2050. We continue to actively engage with our clients to support their own transitions to net zero and plan to establish interim emissions reduction targets for high-emitting portfolios, including energy and power. In addition, we released our broader 2030 operational and supply chain goals as part of a holistic commitment to environmental sustainability.

As part of our transition to net zero, in July 2020, our company joined the Partnership for Carbon Accounting Financials (PCAF) as a member of the Global Core Team. In collaboration with 15 other financial institutions, we contributed to the development of the Global GHG Accounting and Reporting Standard for the Financial Industry, providing a consistent methodology to assess and disclose emissions associated with financing activities. We are committed to disclosing our financed emissions no later than 2023. This collaboration builds on our ongoing and recent efforts with partners to address the financing, technology, policy, and other challenges inherent in the transition to a net zero global economy.

We achieved carbon neutrality in our operations in 2019, a year ahead of schedule, and engaged with our vendors to successfully increase the number of vendors that measure and publicly report GHG emissions through the CDP Supply Chain survey. We have established the next set of targets for our operations and supply chain to be achieved by 2030, including: maintaining carbon neutrality for operations (Scope 1 and 2); purchasing 100% zero carbon electricity; reducing location-based GHG emissions by 75% (Scope 1 and 2); and reducing energy use by 55%.

We are also deploying capital to low-carbon, sustainable business activities. Significantly increasing investment in the low-carbon technologies and activities needed to decarbonize all sectors of the economy will be critical to meeting our goals. Since 2007, we have mobilized more than $200 billion in capital and have committed to mobilize an aggregate of at least $445 billion by 2030 under our Environmental Business Initiative. Under this initiative, we partner closely with our clients to finance the adoption of low-carbon solutions, including resource-efficient building construction, solar and wind power generation, electric vehicles and charging infrastructure, and resource-efficient agriculture.

We are also dedicating significant financial, intellectual, philanthropic, and catalytic capital to support the advancement of developing technologies, such as sustainable agriculture and biofuels, water infrastructure, clean hydrogen, waste-to-energy, and carbon capture sequestration technologies. More details on our company’s approach to addressing climate change and managing risk in its financing activities can be found in our Environmental and Social Risk Policy Framework and Task Force on Climate-related Financial Disclosures Report.

 

2021 PROXY STATEMENT     vii


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Proxy statement summary

 

 

To solidify our focus on climate change risks, we have named a Global Climate Risk Executive, who reports to our Chief Risk Officer and updates our Board’s Enterprise Risk Committee on associated risks.

For more information regarding Bank of America’s ESG activities, see “Responsible Growth” starting on page 33.

 

LOGO   

 

  Spotlight: Bank of America’s response to the global health and humanitarian crisis

 

At Bank of America, we have responded to the coronavirus pandemic by implementing a number of measures to assist our teammates, clients, and the communities we serve. We are providing support to our teammates to help promote the health and safety of our employees by monitoring guidance from the U.S. Centers for Disease Control and Prevention, medical boards, and health authorities and sharing this guidance with our employees. We continue to leverage our business continuity plans and capabilities to service our clients and meet our clients’ financial needs by offering assistance to clients affected by the coronavirus and providing access to credit and the important financial services on which our clients rely. We continue to support the communities where we live and work by engaging in various initiatives to help those affected by this health and humanitarian crisis.

Our Board has taken an active role in overseeing management’s implementation of our response. In 2020, our Board held 28 meetings, 33% more than 2019. In addition to formal meetings, our Board participated in five information sessions and received regular and timely health-related updates through meeting presentations and stand-alone memoranda.

Supporting our teammates

Our commitment to support our teammates has been in sharp focus in 2020 and into 2021. We continue to take steps to provide enhanced employee benefits, programs, and resources for all of our teammates, both in direct response to the current health crisis and for ongoing, long-term needs. To support the health and well-being of our employees we did not make layoffs in 2020 due to the current health crisis, we transitioned 85% of our employees to work from home, and reskilled and realigned more than 24,000 employees to serve and support our clients in new capacities. To further support our employees, we provided employees’ families with nearly 3 million days of back-up care for children and adults as well as providing student enrichment resources.

During 2020, we expanded physical wellness benefits by providing no-cost telehealth resources with 24/7 virtual access to general medicine doctors and mental health specialists to employees,(1) and for employees remaining in the office, temperature checks, daily health screenings, and onsite nurses at many of our sites. We supported our teammates’ financial wellness by making grants to teammates related to the current health crisis from our Employee Relief Fund, updating our retirement plans for CARES Act provisions, and offering other support including salary continuation for teammates unable to work due to the health crisis. In addition, we enhanced our emotional wellness benefits, made behavioral health Teladoc® consultations available to enrolled members, and released numerous trainings and videos on the topic.

Supporting our clients

All Bank of America teammates who work with clients are trained to identify and assist pandemic impacted clients and provide the right support to address their unique needs. Bank of America understands the critical role financial services plays in the daily lives of individuals and small businesses. We are here to help clients and to serve them through: (i) extensive safety measures in our financial centers, (ii) proactive client outreach across all business, (iii) our processing of Economic Impact Payments and payment deferral requests, (iv) relief we are providing from various fees, (v) the raising of capital for clients, and (vi) providing reliable access for clients’ financial needs through our mobile and online banking tools, virtual communication tools, continued access to cash, and financial centers and other bank offices.

We have been actively involved in the U.S. Small Business Administration’s Paycheck Protection Program (PPP)—we were the first major bank to begin accepting PPP applications in early April of 2020. We have helped approximately 343,000 small business clients—in every industry, in every market—receive PPP loans and will continue to support our small business clients who have already received PPP funding through the loan forgiveness process. We continue to be a leading provider of PPP loans for clients in 2021.

Supporting our communities

We’ve continued to support communities impacted by the coronavirus by partnering with global, national, and local partners delivering health and humanitarian resources. Specifically, we committed $100 million in philanthropy to support and address pressing needs related to the coronavirus, including healthcare, food, education, and needs in vulnerable communities, in addition to the $250 million in philanthropic investments we provide each year.

In order to support the many small businesses impacted by the coronavirus, we provided more than $250 million in capital to Community Development Financial Institutions (CDFIs) and MDIs to facilitate lending through the PPP, and $10 million in philanthropic grants to help fund the operations of CDFIs and MDIs. Bank of America is the largest private investor in CDFIs in the U.S., with a $1.8 billion CDFI portfolio spanning 256 partner CDFIs across all 50 states.

In 2020, we issued a $1 billion corporate social bond to support those on the front lines of the health crisis. The bond is the first-of-its-kind by a U.S. commercial bank, and will benefit not-for-profit hospitals, skilled nursing facilities, and manufactures of healthcare equipment and supplies.

We have also donated approximately 19 million masks, more than 13,000 cases of sanitizer and nearly 1.4 million gloves to vulnerable populations in 2020.

For more information, see “Responsible Growth” starting on page 33.

 

(1)

Available to those on national bank medical plans.

 

viii BANK OF AMERICA


Table of Contents

    

 

 

Table of Contents

 

Proposal 1: Electing directors

  2
Identifying and evaluating director candidates   3
Our director nominees   5
Communicating with our Board   17

Corporate governance

  18
Our Board of Directors   18
Director independence   18
Independent board leadership   19
Board evaluation   21
Director education   22
CEO and senior management succession planning   22
Board meetings and attendance   23
Committees and membership   23
Board oversight of risk   25
Compensation governance and risk management   27
Additional corporate governance information   29

Shareholder engagement

  30

Responsible Growth

  33
Making a global impact   34
Being a great place to work   35
Recognition   41

Related person and certain other transactions

  42

Stock ownership of directors, executive officers, and certain beneficial owners

  43

Director compensation

  45

Proposal 2: Approving our executive compensation (an advisory, non-binding “Say on Pay” resolution)

  48

Compensation discussion and analysis

  48
Executive summary   49
2020 Company & segment performance   50
Executive compensation program features   53
Compensation decisions and rationale   56
Other compensation topics   61

Compensation and Human Capital Committee report

  62

Executive compensation

  63
Summary compensation table   63
Grants of plan-based awards table   65
Year-end equity values and equity exercised or vested table   68
Pension benefits table   69
Nonqualified deferred compensation table   70
Potential payments upon termination or change in control   71

CEO pay ratio

  73

Proposal 3: Ratifying the appointment of our independent registered public accounting firm for 2021

  74
Audit committee pre-approval policies and procedures   75

Audit committee report

  75
Proposal 4: Amending and restating the Bank of America Corporation Key Employee Equity Plan   76

Proposals 5-8 Shareholder proposals

  83

Voting and other information

  94

Attending our annual meeting

  96

Appendix A: Reconciliation of GAAP
and non-GAAP financial measures

  A-1

Appendix B: Bank of America Corporation Employee Equity Plan

  B-1
 

Internet availability of proxy materials. We mailed or emailed to most of our shareholders a Notice of Internet Availability of our proxy materials with instructions on how to access our proxy materials online and how to vote. If you are a registered holder and would like to change the method of delivery of your proxy materials, please contact our transfer agent, Computershare, P.O. Box 505005, Louisville, KY 40233; Toll free: 800-642-9855; or at www.computershare.com/bac. You may do the same as a beneficial owner by contacting the bank, broker, or other nominee where your shares are held.

Proxy statement availability. We are providing or making available this proxy statement to solicit your proxy to vote on the matters presented at our annual meeting. We commenced providing and making available this proxy statement on March 8, 2021. Our Board requests that you submit your proxy by internet, telephone, or mail so that your shares will be represented and voted at our annual meeting.

Forward-looking statements. Certain statements contained in this proxy statement may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual outcomes and results may differ materially from those expressed in, or implied by, forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider the uncertainties and risks discussed in our 2020 Annual Report on Form 10-K and subsequent Securities and Exchange Commission (SEC) filings.

Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

 

2021 PROXY STATEMENT     1


Table of Contents

Proposal 1: Electing directors

 

 

Proposal 1: Electing directors

Our Board is presenting 16 nominees for election as directors at our annual meeting. All nominees currently serve as directors on our Board and were elected by you at our 2020 annual meeting of shareholders. Each director elected at the meeting will serve until our 2022 annual meeting or until a successor is duly elected and qualified. After serving more than eight years on our Board of Directors, including as our Lead Independent Director since 2014, Jack O. Bovender, Jr. will retire at our annual meeting. If re-elected, Lionel L. Nowell III will succeed Mr. Bovender as our Lead Independent Director. Each director 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.

 

Nominee

  Age(1)   Principal occupation   Director
since
  Independent   Other
U.S.-listed
company
boards
  Committee membership
(C = Chair)

Sharon L. Allen

  69   Former Chairman, Deloitte LLP   2012   Yes   2  

Audit (C)

Corporate Governance, ESG, and Sustainability

Susan S. Bies

  73   Former Member, Board of Governors of the
Federal Reserve System
  2009   Yes   None  

Corporate Governance, ESG, and Sustainability

Enterprise Risk

Frank P. Bramble, Sr.

  72   Former Executive Vice Chairman,
MBNA Corporation
  2006   Yes   None  

Corporate Governance, ESG, and Sustainability

Enterprise Risk (C)

Pierre J.P. de Weck

  70  

Former Chairman and Global Head of
Private Wealth Management,

Deutsche Bank AG

  2013   Yes   None  

Compensation and Human Capital

Enterprise Risk

Arnold W. Donald

  66  

President and CEO,

Carnival Corporation and Carnival plc

  2013   Yes   1  

Audit

Compensation and Human Capital

Linda P. Hudson

  70  

Former Chairman and CEO,

The Cardea Group, LLC;

Former President and CEO,

BAE Systems, Inc.

  2012   Yes   2  

Compensation and Human Capital

Enterprise Risk

Monica C. Lozano

  64  

CEO, College Futures Foundation;

Former Chairman, US Hispanic Media Inc.

  2006   Yes   2  

Compensation and Human Capital (C)

Enterprise Risk

Thomas J. May

  74  

Former Chairman and CEO,

Eversource Energy

  2004   Yes   None  

Corporate Governance, ESG, and Sustainability (C)

Enterprise Risk

Brian T. Moynihan

  61  

Chairman and CEO,

Bank of America Corporation

  2010   No   None   None

Lionel L. Nowell III

  66   Former SVP and Treasurer, PepsiCo, Inc.   2013   Yes   2  

Audit

Corporate Governance, ESG, and Sustainability

Denise L. Ramos

  64   Former CEO, ITT Inc.   2019   Yes   2  

Audit

Compensation and Human Capital

Clayton S. Rose

  62   President, Bowdoin College   2018

2013-2015

  Yes   None  

Audit

Compensation and Human Capital

Michael D. White

  69   Former Chairman, President and CEO,
DIRECTV
  2016   Yes   2  

Audit

Compensation and Human Capital

Thomas D. Woods

  68  

Former Vice Chairman and SEVP,

Canadian Imperial Bank of Commerce

  2016   Yes   None  

Corporate Governance, ESG, and Sustainability

Enterprise Risk

R. David Yost

  73   Former CEO,
AmerisourceBergen Corporation
  2012   Yes   2  

Audit

Compensation and Human Capital

Maria T. Zuber

  62  

Vice President for Research and

E.A. Griswold Professor of Geophysics,
Massachusetts Institute of Technology

  2017   Yes   1  

Corporate Governance, ESG, and Sustainability

Enterprise Risk

 

(1)

Age as of annual meeting date.

For information regarding the number of Board and Committee meetings held in 2020, please see page 23.

 

2 BANK OF AMERICA


Table of Contents

Proposal 1: Electing directors

 

 

Identifying and evaluating director candidates

 

Board composition

 

Our Board oversees the business and affairs of the company. Our Board provides active and independent oversight of management. To carry out its responsibilities and set the appropriate tone at the top, our Board is keenly focused on the character, integrity, and qualifications of its members, and its leadership structure and composition.

 

Our Board believes our directors best serve our company and shareholders by possessing high personal integrity and character, demonstrated management and leadership ability, extensive experience within our industry and across sectors, and the ability to exercise their sound and independent judgment in a collegial manner.

   

 

Core director attributes

 

       
     

  High personal integrity

 

      
     

  Strong business judgment

 

 
     

  Demonstrated achievement in public or private sectors

 

 
     

  Proven leadership and management ability

 

 
     

  Dedicated—able to devote necessary time to oversight duties and represent shareholders’ interest

 

 
     

  Free of potential conflicts of interests

 

 
     

  Collegial manner

 

 
             

Our Board seeks directors whose complementary knowledge, experience, and skills provide a broad range of perspectives and leadership 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 controls, human capital management, corporate governance, public policy, and other areas important to our company’s strategy and oversight. Our Board also assesses directors’ age and tenure, and Board continuity; it strives to achieve a balance between the perspectives of new directors and those of longer-serving directors with industry and institutional insights.

Our Board views diversity as a priority and seeks representation across a range of attributes. It regularly assesses our Board’s diversity when identifying and evaluating director candidates. See the next page. In addition, our Corporate Governance, ESG, and Sustainability Committee follows applicable regulations in confirming that our Board includes members who are independent, possess financial literacy and expertise, and an understanding of risk management principles, policies, and practices, and have experience in identifying, assessing, and managing risk exposures.

Our current Board, including the 16 director nominees, reflects the Board’s commitment to identify, evaluate, and nominate candidates who possess personal qualities, qualifications, skills, and diversity of backgrounds, and provide a mix of tenures that, when taken together, best serve our company and our shareholders. See “Our director nominees” on page 5.

Succession planning and the director recruitment process

Our Board regularly reviews and renews its composition. Our Corporate Governance, ESG, and Sustainability Committee is responsible for identifying and recommending director candidates to our Board for nomination using a director selection process that has been reviewed and acknowledged by our primary bank regulators. The Board, in coordination with the Board committees, also regularly considers Board leadership succession planning and committee membership.

 

 

 

LOGO

 

2021 PROXY STATEMENT     3


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Proposal 1: Electing directors

 

 

LOGO Assess. The Committee regularly reviews the mix of individual directors on our Board to assess the overall Board composition. Among other factors, the Committee considers our company’s strategy and needs; our directors’ experiences, diversity, tenure, and age; and the attributes and qualifications our Board identifies in its self-evaluations to develop criteria for potential candidates and assess whether these attributes and qualifications are additive to our overall Board composition.

To maintain a vibrant mixture of viewpoints and benefit from the fresh perspectives brought by new directors and the institutional knowledge and industry insights of directors having longer experience on our Board, the Committee reviews measures that enhance the Board’s succession planning process, including the appropriate retirement age and related tenure limitations, and ability to commit the time necessary to our company. For additional information on the average tenure of directors serving on our Board and each director’s tenure, see “Our director nominees” on page 5.

 

LOGO Identify. To drive effective Board renewal and director and Board leadership succession planning, the Committee has a regularly recurring agenda item to develop and review a diverse group of potential director candidates. Based on the factors and criteria developed in the assessment phase, the Committee engages third-party search firms to identify potential candidates for review. It considers and provides feedback on the then-current pool of director talent identified by search firms; the search firms periodically update the list of potential director candidates based on Committee and Board input.

In 2020, the Committee continued to develop the pool of potential director candidates using multiple external search firms. In its work with the external search firms, the Committee emphasizes the importance of diversity by requesting the inclusion of diverse candidates in its consideration of potential directors. Potential director candidates possess professional experiences and racial, ethnic, gender, nationality, and other relevant attributes aligned with Committee-specified criteria and with the qualities identified by our Board in recent self-evaluations. See “Board evaluation” on page 21 for additional information on our Board’s self-evaluation process. The Committee also considers candidates proposed by management and by our shareholders.

 

 

 

 

LOGO Evaluate. The Committee has an established process for evaluating director candidates that it follows regardless of who recommends the candidate for consideration. During this process, the Committee reviews available or self-identified information regarding each candidate, including but not limited to, professional qualifications, experience, and expertise, as well as race, ethnicity, gender, nationality, national origin, sexual orientation, military service and other diverse characteristics. The Committee also reviews the candidate’s independence, absence of conflicts, and any reputational risks.

 

Our Board understands the significant time commitment involved in serving on the Board and its committees. The Committee assesses directors’ time commitment to the Board throughout the year, including through the annual formal self-evaluation process. The Committee evaluates whether candidates and serving directors are able to devote the time necessary to discharge their duties as directors, taking into account primary occupations, memberships on other boards, and other responsibilities. Prior to the annual renomination of currently serving directors, the Committee also assesses these factors. Once elected, directors are expected to seek Committee approval prior to joining the board of another public company. Directors who change principal occupations must offer to resign from the Board, subject to further evaluation by the Committee and the Lead Independent Director.

 

 

 

LOGO  Recommend. The Board selected our 16 director nominees based on their satisfaction of the core attributes described on page 3, and the belief that each can make substantial contributions to our Board and company. Our Board believes our nominees’ breadth of experience and their diversity and mix of attributes strengthen our Board’s independent leadership and effective oversight of management, in the context of our company’s businesses, our industry’s operating environment, and our company’s long-term strategy.

    

 

 

Director time commitment

 

Our Corporate Governance, ESG, and Sustainability Committee and Board nominate only candidates who they believe are capable of devoting the necessary time to discharge their duties, taking into account principal occupations, memberships on other boards, attendance at Board and committee meetings, and other responsibilities.

 

Our Corporate Governance Guidelines limit the maximum number of public company boards on which a director on our Board may serve at four public companies (including our Board), and specify that any public company chief executive officer who serves as a director on our Board may not serve on the boards of more than three public companies (including our Board). All of our directors and director nominees comply with this policy.

 

Through our Corporate Governance, ESG, and Sustainability Committee, the Board regularly reviews and closely monitors shareholders’ views on the appropriate number of public company boards on which directors may serve.

 

 

4 BANK OF AMERICA


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Proposal 1: Electing directors

 

 

Our director nominees

Our director nominees represent a diverse range of qualifications and skills:

 

  They are seasoned leaders who have held an array of diverse leadership positions in complex, highly regulated businesses (including banks and other financial services organizations), and with one of our primary regulators

 

  They have served as chief executives and in senior positions in the areas of risk, operations, finance, technology, and human resources

 

  They bring deep and diverse experience in public and private companies, financial services, academia, the public sector, nonprofit organizations, and other domestic and international businesses
  They are experienced in regulated, non-financial services industries and organizations, adding to our Board’s understanding of overseeing a business subject to governmental oversight, and enhancing the diversity of our Board with valuable insights and fresh perspectives that complement those of our directors with specific experience in banking or financial services

 

  They represent diverse backgrounds and viewpoints

 

  They strengthen our Board’s oversight capabilities by having varied lengths of tenure that provide historical and new perspectives about our company
 

 

 

LOGO

 

 

2021 PROXY STATEMENT     5


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Proposal 1: Electing directors

 

 

LOGO   

Our Board recommends a vote “FOR” each of the 16 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.

 

 

LOGO

 

Sharon L. Allen

 

Age:

69

 

Director since:

August 2012

 

Former Chairman, Deloitte

 

Other U.S.-Listed

Company Boards:

Albertsons Companies, Inc;

First Solar, Inc.

  

 

Ms. Allen’s responsibility for audit and consulting services in various positions with Deloitte LLP (Deloitte) enables her to bring extensive audit, financial reporting, and corporate governance experience to our Board. Her leadership positions with Deloitte give her broad management experience with large, complex businesses and an international perspective on risk management and strategic planning.

 

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 Deloitte Touche Tohmatsu Limited from 2003 to 2011

 

   Employed at Deloitte for nearly 40 years in various leadership roles, including Partner and Regional Managing Partner, responsible for audit and consulting services for a number of Fortune 500 and large private companies

 

   Member of the Global Board of Directors, Chair of the Global Risk Committee, and U.S. Representative on the Global Governance Committee of Deloitte Touche Tohmatsu Limited from 2003 to 2011

 

   Member of the Board of Directors of Albertsons Companies, Inc. and its Compensation Committee, and Chair of its Governance, Compliance & ESG Committee

 

   Member of the Board of Directors of First Solar, Inc. and its Technology Committee, and Chair of its Audit Committee

 

Other leadership experience and service:

 

   Former Director and Chair of the National Board of Directors of the YMCA of the USA, a leading nonprofit organization for youth development, healthy living, and social responsibility

 

   Former Vice Chair of the Board of Trustees of the Autry National Center, the governing body of the Autry Museum of the American West

 

   Appointed by President George W. Bush to the President’s Export Council, which advised the President on export enhancement

 

 

6 BANK OF AMERICA


Table of Contents

Proposal 1: Electing directors

 

 

 

LOGO

 

Susan S. Bies

 

Age:

73

 

Director since:

June 2009

 

Former Member, Federal Reserve Board of Governors

  

 

Ms. Bies’s role as a member of the Board of Governors of the Federal Reserve System (Federal Reserve Board) and her tenure with First Tennessee Corporation (First Tennessee) enables her to bring deep experience in risk management, consumer banking, and insights regarding financial regulation to our Board. In particular, Ms. Bies focused on enterprise financial and risk management during her career with First Tennessee and further developed her regulatory expertise by serving on the Financial Accounting Standards Board (FASB) Emerging Issues Task Force. Her experience working at a primary regulator of our industry, along with her other regulatory and public policy experience, gives her unique and valuable perspective relevant to our company’s business, financial performance, and risk oversight. She brings an international perspective through her prior service on the Boards of Directors of Merrill Lynch International (MLI), our U.K. broker-dealer subsidiary, and of Zurich Insurance Group Ltd. (Zurich Insurance).

 

Professional highlights:

 

   Member of the Federal Reserve Board from 2001 to 2007, including a role as Chair of the Committee on Supervisory and Regulatory Affairs

 

   Represented the Federal Reserve Board on the Financial Stability Board and led the Federal Reserve Board’s efforts to modernize the Basel capital accord

 

   Served as a member of the FASB’s Emerging Issues Task Force from 1996 to 2001

 

   Served as Executive Vice President of Risk Management, Auditor, Chief Financial Officer, and Chair of the Asset Liability Management and the Executive Risk Management Committees at First Tennessee, a regional bank holding company, between 1979 and 2001

 

   Employed at the Federal Reserve Bank of St. Louis as a regional and banking structure economist at the start of her career

 

   Senior Advisory Board Member to Oliver Wyman Group, a management consulting subsidiary of Marsh & McLennan Companies, Inc., February 2009 to March 2018

 

   Served as a director of and former Chair, Risk Committee for Zurich Insurance and as a director of Zurich American Insurance Company, Zurich Insurance’s North American subsidiary

 

   Served as Chair of the Board of Directors of MLI from August 2014 to December 2019

 

Other leadership experience and service:

 

   Served in leadership roles in various organizations, including the Committee on Corporate Reporting of the Financial Executives Institute; the End Users of Derivatives Association; the American Bankers Association; and the Bank Administration Institute

 

   Served in numerous roles with many professional, academic, civic, and charitable organizations, such as the American Economic Association; Institute of Management Accountants; International Women’s Forum; University of Memphis; Memphis Area Chamber of Commerce; Memphis Youth Initiative; and Memphis Partners

 

 

2021 PROXY STATEMENT     7


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Proposal 1: Electing directors

 

 

 

LOGO

 

Frank P. Bramble, Sr.

 

Age:

72

 

Director since:

January 2006

 

Former Executive Vice Chairman, MBNA Corporation

 

  

 

Mr. Bramble brings broad-ranging financial services experience, international experience, and historical insight to our Board, having held leadership positions at two financial services companies acquired by our company (MBNA Corporation, acquired in 2006, and MNC Financial Inc., acquired in 1993). As a former executive officer of one of the largest credit card issuers in the U.S. and a major regional bank, Mr. Bramble has dealt with a wide range of issues important to our company, including risk management, credit cycles, sales and marketing to consumers, and audit and financial reporting.

 

Professional highlights:

 

   Served as Chairman of the Board of Trustees from July 2014 to June 2016 and Interim President from July 2013 to June 2014 of Calvert Hall College High School in Baltimore, Maryland

 

   Served as Executive Vice Chairman from July 2002 to April 2005 and Advisor to the Executive Committee from April 2005 to December 2005 of MBNA Corporation, a financial services company acquired by Bank of America in January 2006

 

   Previously served as the Chairman, President, and Chief Executive Officer at Allfirst Financial, Inc., MNC Financial Inc., Maryland National Bank, American Security Bank, and Virginia Federal Savings Bank

 

   Served as a member of the Board of Directors, from April 1994 to May 2002, and Chairman, from December 1999 to May 2002, of Allfirst Financial, Inc. and Allfirst Bank, U.S. subsidiaries of Allied Irish Banks, p.l.c.

 

   Began his career as an audit clerk at the First National Bank of Maryland

 

Other leadership experience and service:

 

   Emeritus member of the Board of Visitors of Towson University and guest lecturer in business strategy and accounting from 2006 to 2008

 

 

 

LOGO

 

Pierre J.P. de Weck

 

Age:

70

 

Director since:

July 2013

 

Former Chairman and Global Head of Private Wealth Management,

Deutsche Bank

 

  

 

Mr. de Weck’s experience as an executive with UBS AG (UBS) and Deutsche Bank AG (Deutsche Bank) enables him to bring extensive knowledge of the global financial services industry to our Board. As a former Chairman and Global Head of Private Management, and member of the Group Executive Committee of Deutsche Bank, Mr. de Weck has broad experience in risk management and strategic planning and brings a valuable international perspective to our company’s business activities, including through his service on the Board of Directors of MLI and BofA Securities Europe S.A. (BofASE), our French broker-dealer subsidiary. Mr. de Weck’s service as Chief Credit Officer of UBS provides him with further credit risk management experience.

 

Professional highlights:

 

   Served as the Chairman and Global Head of Private Wealth Management and as a member of the Group Executive Committee of Deutsche Bank from 2002 to May 2012

 

   Served on the Management Board of UBS from 1994 to 2001; as Head of Institutional Banking from 1994 to 1997; as Chief Credit Officer and Head of Private Equity from 1998 to 1999; and as Head of Private Equity from 2000 to 2001

 

   Held various senior management positions at Union Bank of Switzerland, a predecessor firm of UBS, from 1985 to 1994

 

   Currently serves as Chair of the Board of Directors of MLI (and previously chair of the MLI Board’s Risk Committee), and as Chair of the Board of Directors of BofASE

 

 

8 BANK OF AMERICA


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LOGO

 

Arnold W. Donald

 

Age:

66

 

Director since:

January 2013

 

President and

Chief Executive Officer, Carnival

 

Other U.S.-Listed

Company Boards:

Carnival

Past Five Years:

Crown Holdings, Inc.

 

  

 

Mr. Donald’s roles as President and Chief Executive Officer of Carnival Corporation and Carnival plc (Carnival), as a former senior executive at Monsanto (Monsanto), and as the former Chairman and Chief Executive Officer of Merisant Company (Merisant), enable him to bring his extensive experience in strategic planning and operations in regulated, consumer, retail, and distribution businesses to our Board. His board service with public companies gives him experience with risk management, global operations, and regulated businesses. His experience heading The Executive Leadership Council and the Juvenile Diabetes Research Foundation International gives him a distinct perspective on governance matters, social responsibility, and diversity.

 

Professional highlights:

 

   President and Chief Executive Officer of Carnival, a cruise and vacation company, since July 2013

 

   Served as President and Chief Executive Officer from November 2010 to June 2012 of The Executive Leadership Council, a nonprofit organization providing a professional network and business forum to African-American executives at major U.S. companies

 

   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, over a more than 20-year tenure

 

   Served as a member of the Board of Directors of Crown Holdings, Inc. and member of its Compensation Committee

 

Other leadership experience and service:

 

   Appointed by President Clinton and re-appointed by President George W. Bush to the President’s Export Council

 

 

2021 PROXY STATEMENT     9


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Proposal 1: Electing directors

 

 

 

LOGO

 

Linda P. Hudson

 

Age:

70

 

Director since:

August 2012

 

Former Chairman and Chief Executive Officer,

The Cardea Group, LLC

 

Former President and Chief Executive Officer, BAE

 

Other U.S.-Listed

Company Boards:

Trane Technologies plc (formerly Ingersoll-Rand plc); TPI Composites, Inc.

Past Five Years:

The Southern Company

 

  

 

Ms. Hudson’s role as a former President and Chief Executive Officer of BAE Systems, Inc. (BAE) enables her to bring her broad experience in strategic planning and risk management to our Board. Further, with her service as an executive director of BAE Systems plc (BAE Systems), Ms. Hudson’s background provides her with international perspective, geopolitical insights, and experience as a leader of a large, international, highly regulated, complex business. Ms. Hudson’s career in the defense and aerospace industry gives her knowledge of technology risks such as cybersecurity risk.

 

Professional highlights:

 

   Chairman and Chief Executive Officer of The Cardea Group, LLC, a management consulting business, May 2014 to January 2020

 

   Served as CEO Emeritus of BAE, a U.S.-based subsidiary of BAE Systems, a global defense, aerospace, and security company headquartered in London, from February 2014 to May 2014, and as President and Chief Executive Officer of BAE from October 2009 until January 2014

 

   Served as President of BAE Systems’ Land and Armaments operating group, the world’s largest military vehicle and equipment business, from October 2006 to October 2009

 

   Prior to joining BAE, served as Vice President of General Dynamics Corporation and President of its Armament and Technical Products business; held various positions in engineering, production operations, program management, and business development for defense and aerospace companies

 

   Served as a member of the Executive Committee and as an executive director of BAE Systems from 2009 until January 2014 and as a member of the Board of Directors of BAE from 2009 to April 2015

 

   Served as a member of the Board of Directors of The Southern Company and its Nominating, Governance and Corporate Responsibility Committee and Operations, Environmental and Safety Committee from 2014 to July 2018

 

   Member of the Board of Directors of Trane Technologies plc (formerly Ingersoll-Rand plc) and its Compensation Committee, Sustainability, Corporate Governance and Nominating Committee, and Technology and Innovation Committee

 

   Member of the Board of Directors of TPI Composites, Inc. and its Nominating and Corporate Governance Committee and Technology Committee

 

Other leadership experience and service:

 

   Elected member to the National Academy of Engineering, one of the highest professional honors accorded an engineer

 

   Member of the Board of Directors of the University of Florida Foundation, Inc. and the advisory board of the University of Florida Engineering Leadership Institute

 

   Former member of the Charlotte Center Executive Board for the Wake Forest University School of Business

 

   Former member of the Board of Trustees of Discovery Place, a nonprofit education organization dedicated to inspiring exploration of the natural and social world

 

 

10 BANK OF AMERICA


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Proposal 1: Electing directors

 

 

 

LOGO

 

Monica C. Lozano

 

Age:

64

 

Director since:

April 2006

 

Chief Executive Officer, College Futures Foundation

 

Former Chairman, US Hispanic Media Inc.

 

Other U.S.-Listed

Company Boards:

Apple Inc.;

Target Corporation

  

 

Ms. Lozano’s roles as the Chief Executive Officer of College Futures Foundation, a charitable foundation working to increase the rate of college graduation for low-income California students, and as the former Chairman and Chief Executive Officer of ImpreMedia LLC (ImpreMedia), a leading Hispanic news and information company, enable her to bring her broad leadership experience in areas such as operations, marketing, and strategic planning to our Board. Ms. Lozano has a deep understanding of issues that are important to the Hispanic community, a growing U.S. demographic. Her public company board service for Target Corporation and Apple Inc., her past public company board service for The Walt Disney Corporation, and her past roles with the University of California and the University of Southern California give her board-level experience overseeing large organizations with diversified operations on matters such as governance, executive compensation, risk management, and financial reporting. Ms. Lozano’s experience as a member of President Obama’s Council on Jobs and Competitiveness also provided her with valuable perspective on important public policy, societal, and economic issues relevant to our company.

 

Professional highlights:

 

   Chief Executive Officer of College Futures Foundations since December 2017 and member of the Board of Directors since December 2019. College Futures Foundation is a charitable foundation focused on increasing the rate of bachelor’s degree completion among California student populations who are low-income and have had a historically low college success rate

 

   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

 

   Member of the Board of Directors of Target Corporation and its Governance Committee, Chair of its Human Resources and Compensation Committee

 

   Member of the Board of Directors of Apple Inc. and its Audit and Finance Committee

 

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 from 2011 to 2012 and served on President Obama’s Economic Recovery Advisory Board from 2009 to 2011

 

   Chair 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

 

 

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LOGO

 

Thomas J. May

 

Age:

74

 

Director since:

April 2004

 

Former Chairman, President, and Chief Executive Officer, Eversource Energy

 

Other U.S.-Listed

Company Boards:

Past Five Years:

Viacom Inc.;

Eversource Energy

 

  

 

Mr. May’s roles as former Chairman, President, and Chief Executive Officer of Eversource Energy enable him to bring his extensive experience with regulated businesses, operations, risk management, business development, strategic planning, board leadership, and corporate governance matters to our Board and give him insight into the issues facing our company’s businesses. Having experience as a Certified Public Accountant, Mr. May brings extensive accounting and financial skills, and a professional perspective on financial reporting and enterprise and operational risk management.

 

Professional highlights:

 

   Served as Chairman of the Board of Trustees of Eversource Energy, one of the nation’s largest utilities, from October 2013 to May 2017

 

   Served as President and Chief Executive Officer of Eversource Energy from April 2012 until retirement in May 2016

 

   Served as Chairman and Chief Executive Officer of NSTAR, which merged with Northeast Utilities (now Eversource Energy), from 1999 to April 2012, and was President from 2002 to April 2012; also served as Chief Financial Officer and Chief Operating Officer at NSTAR

 

   Served as the non-executive Chairman of the Board of Directors of Viacom Inc.

 

   Member of the Board of Directors of Liberty Mutual Holding Company, Inc.

 

 

 

LOGO

 

Brian T. Moynihan

 

Age:

61

 

Director since:

January 2010

 

Chairman of the Board and Chief Executive Officer,

Bank of America Corporation

 

  

 

As our Chief Executive Officer, Mr. Moynihan conceived of and leads our approach to Responsible Growth, based on driving a straightforward business model serving three customer and client groups with core financial services, which 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 wholesale and retail businesses.

 

Professional highlights:

 

   Appointed Chairman of the Board of Directors of Bank of America Corporation in October 2014 and President and Chief Executive Officer in January 2010. Prior to becoming Chief Executive Officer, Mr. Moynihan ran each of the company’s operating units

 

   Member (and prior Chair) of the Board of Directors of Bank Policy Institute

 

   Prior Chairman of Financial Services Forum

 

   Member and Chairman of the Supervisory Board of The Clearing House Association L.L.C.

 

   Member of Business Roundtable

 

   Chairman of the World Economic Forum’s International Business Council

 

   Chairman of the Board of The Council on Competitiveness

 

   Member (and prior President) of the Federal Advisory Council of the Federal Reserve Board

 

   Member of Board of Fellows of Brown University; Member of Advisory Council of Smithsonian’s National Museum of African American History and Culture; Chairman of Charlotte Executive Leadership Council; Member of Massachusetts Competitive Partnership

 

 

12 BANK OF AMERICA


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Proposal 1: Electing directors

 

 

 

LOGO

 

Lionel L. Nowell III

 

Age:

66

 

Director since:

January 2013

 

Lead Independent Director Successor, Bank of America

 

Former Senior Vice President and Treasurer, PepsiCo, Inc.

 

Other U.S.-Listed

Company Boards:

Ecolab Inc.; Textron Inc.

Past Five Years:

American Electric Power Company, Inc.; British American Tobacco p.l.c.; HD Supply Holdings, Inc.; Reynolds American, Inc.

 

  

 

Mr. Nowell’s role as former Treasurer of PepsiCo, Inc. (Pepsi) enables him to bring his strong financial expertise and extensive global perspective in risk management and strategic planning to our Board. Through his public company board service, he has experience in governance, financial reporting, accounting of large international and regulated businesses, and board leadership. Mr. Nowell’s membership on the advisory council at a large, public university provides him with further experience with the oversight of large, complex organizations.

 

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

 

   Served as Lead Director of the Board of Directors of Reynolds American, Inc. from January 2017 to July 2017 and as a Board member from September 2007 to July 2017

 

   Member of the Board of Directors of Ecolab Inc. and its Audit Committee and Finance Committee

 

   Member of the Board of Directors of Textron Inc. and its Audit and Nominating and Governance Committees

 

Other leadership experience and service:

 

   Dean’s Advisory Council at The Ohio State University Fisher College of Business

 

 

2021 PROXY STATEMENT     13


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Proposal 1: Electing directors

 

 

 

LOGO

 

Denise L. Ramos

 

Age:

64

 

Director since:

July 2019

 

Former Chief Executive Officer and President, ITT Inc.

 

Other U.S.-Listed

Company Boards:

Phillips 66; Raytheon Technologies Corporation

Past Five Years:

ITT Inc.; Praxair, Inc.;

United Technologies Corporation

 

  

 

Ms. Ramos’s role as former Chief Executive Officer of ITT Inc. (ITT) enables her to bring senior leadership experience to our Board. Further, with her service as Chief Financial Officer at ITT, Furniture Brands International, and the U.S. KFC division of Yum! Brands, Ms. Ramos’ background provides her with financial expertise and extensive strategic planning experience. Ms. Ramos’ public company board service provides her with experience in governance and insight into key issues facing public corporations.

 

Professional highlights:

 

   Former Chief Executive Officer and President of ITT, a diversified manufacturer of critical components and customized technology solutions, from 2011 to 2019; 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 21 years in a number of finance positions

 

   Member of the Board of Directors of Phillips 66 and its Audit and Finance, Nominating and Governance, and Executive Committees, and Chair of its Public Policy and Sustainability Committee

 

   Member of the Board of Directors of Raytheon Technologies Corporation and its Audit and Compensation Committees

 

 

 

LOGO

 

Clayton S. Rose

 

Age:

62

 

Director since:

October 2018

 

President, Bowdoin College

 

Other U.S.-Listed

Company Boards:

Past Five Years:

XL Group, plc

 

  

 

Dr. Rose’s service as a senior executive at JPMorgan Chase & Co. and predecessor company J.P. Morgan & Co. (collectively, JPMorgan Chase), including leadership positions in investment banking, equities, securities, derivatives, and corporate finance businesses enables him to bring deep financial, international, and leadership experience to our Board, in addition to broad experience in risk management and strategy with a financial services company. Dr. Rose’s service as President of Bowdoin College and as professor at the Harvard Business School has provided him with opportunities to lead a large and complex organization and to research and analyze current issues in the financial services industry, giving him a valuable and unique perspective on our company’s businesses. Dr. Rose’s extensive financial industry board service gives him further insight into key issues facing financial institutions.

 

Professional highlights:

 

   President of Bowdoin College, 2015 to present

 

   Held various other roles in academia, including Professor of Management Practice at Harvard Business School

 

   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 as a member of the Boards of Directors of XL Group, plc, Federal Home Loan Mortgage Corporation (Freddie Mac), and Mercantile Bankshares Corp.

 

Other leadership experience and service:

 

   Currently chairs the Board of Trustees for the Howard Hughes Medical Institute and chaired its Audit and Compensation Committee

 

   Served on the company’s Board of Directors from 2013 to 2015

 

 

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Proposal 1: Electing directors

 

 

 

LOGO

 

Michael D. White

 

Age:

69

 

Director since:

June 2016

 

Former Chairman, President, and Chief Executive Officer, DIRECTV

 

Lead Director,

Kimberly-Clark Corporation

 

Other U.S.-Listed

Company Boards:

Kimberly-Clark Corporation; Whirlpool Corporation

 

  

 

Mr. White’s roles as the former Chief Executive Officer and Chairman of the Board of Directors of DIRECTV enable him to bring his experience in technology, consumer businesses, and financial expertise to our Board. Mr. White has experience leading a large and highly regulated business. Through his position as Chief Executive Officer of PepsiCo International, Mr. White has international experience as well as broad knowledge of retail and distribution issues. Through his service on public company boards, he has board-level experience overseeing large, complex public companies in various industries, which provides him with valuable insights on the compensation practices and accounting of large, international businesses.

 

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.

 

   Lead Director of the Board of Directors of Kimberly-Clark Corporation, Chair of its Executive Committee; Member of the Board of Directors of Whirlpool Corporation, Chair of its Audit Committee, and member of its Corporate Governance and Nominating Committee

 

Other leadership experience and service:

 

   Member of the Boston College Board of Trustees

 

   Vice Chairman of The Partnership to End Addiction and Vice-Chairman of the Mariinsky Foundation of America, which supports the Mariinsky Opera, Ballet, and Orchestra and the Academy for young singers and the young musicians’ orchestra

 

 

2021 PROXY STATEMENT     15


Table of Contents

Proposal 1: Electing directors

 

 

 

LOGO

 

Thomas D. Woods

 

Age:

68

 

Director since:

April 2016

 

Former Vice Chairman and Senior Executive Vice President of CIBC

 

Former Chairman,

Hydro One Limited

  

 

Mr. Woods’s career at Canadian Imperial Bank of Commerce (CIBC) enables him to bring his deep experience in risk management, corporate strategy, finance, and the corporate and investment banking businesses to our Board. 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. Mr. Woods 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.

 

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

 

   Employed at Wood Gundy, a CIBC predecessor firm, starting in 1977; 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

 

   Member of the Board of Directors of MLI, chair of its Risk Committee, and member of its Governance Committee

 

Other leadership experience and service:

 

   Currently serves as a member of the Board of Directors of Alberta Investment Management Corporation, a Canadian institutional investment fund manager, and on the investment advisory committee of Cordiant Capital Inc., a fund manager specializing in emerging markets

 

   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

 

   Former member of the Board of Directors of Jarislowsky Fraser Limited, a global investment management firm, from 2016 to 2018, former member of the Boards of Directors of DBRS Limited and DBRS, Inc., an international credit rating agency, from 2015 to 2016, and former member of the Board of Directors of TMX Group Inc., a Canada-based financial services company, from 2012 to 2014

 

   Currently serves on the board of advisors of the University of Toronto’s Department of Mechanical and Industrial Engineering

 

 

 

LOGO

 

R. David Yost

 

Age:

73

 

Director since:

August 2012

 

Former Chief Executive Officer, AmerisourceBergen

 

Other U.S.-Listed

Company Boards:

Johnson Controls International plc; Marsh & McLennan Companies, Inc.

 

  

 

Mr. Yost’s roles as the former Chief Executive Officer of AmerisourceBergen Corporation (AmerisourceBergen) and its predecessor company enable him to bring his broad experience in strategic planning, risk management, and operational risk to our Board. In addition, Mr. Yost has experience leading a large, complex business. Through his service on public company boards, he has board-level experience overseeing large, complex public companies in various industries, which provides him with valuable insights on corporate governance and risk management.

 

Professional highlights:

 

   Served as Chief Executive Officer of AmerisourceBergen, a pharmaceutical services company providing drug distribution and related services to healthcare providers and pharmaceutical manufacturers, from 2001 until his retirement in July 2011, and as President from 2001 to 2002 and again from September 2007 to November 2010

 

   Held various positions at AmerisourceBergen and its predecessor companies during a nearly 40-year career, including Chief Executive Officer from 1997 to 2001 and Chairman from 2000 to 2001 of Amerisource Health Corporation

 

   Member of the Board of Directors of Johnson Controls International plc and its Audit Committee since March 2021; prior to March 2021, its Nomination and Governance Committee

 

   Member of the Board of Directors of Marsh & McLennan Companies, Inc., and its Compensation Committee, Directors and Governance Committee, and Finance Committee

 

 

16 BANK OF AMERICA


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LOGO

 

Maria T. Zuber

 

Age:

62

 

Director since:

December 2017

 

Vice President for Research and E. A. Griswold Professor of Geophysics, MIT

 

Other U.S.-Listed

Company Boards:

Textron Inc.

 

  

 

In her role as Vice President for Research at Massachusetts Institute of Technology (MIT), Dr. Zuber oversees multiple laboratories and research centers and is also responsible for intellectual property and research integrity and compliance, as well as research relationships with the federal government. Dr. Zuber’s role as Senior Research Scientist and experiences in leadership roles on nine space exploratory missions with the National Aeronautics and Space Administration (NASA) enable her to bring a breadth of risk management, geopolitical insights, and strategic planning expertise to our Board.

 

Professional highlights:

 

   Vice President for Research at MIT, a leading research institution, since 2013, where she oversees MIT Lincoln Laboratory and more than a dozen interdisciplinary research laboratories and centers and leads MIT’s Climate Action Plan

 

   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 ten NASA missions

 

   Served as a Professor at MIT since 1995, and was Head of the Earth, Atmospheric, and Planetary Sciences Department from 2003 to 2011

 

   Member of the Board of Directors of Textron Inc. and its Nominating and Corporate Governance, and Organization and Compensation Committees

 

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; 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 Directors and Executive Committee of The Massachusetts Green High Performance Computing Center, a joint venture by Massachusetts universities, which provides infrastructure for computationally intensive research

 

   Board of Trustees of Brown University

 

Communicating with our Board

Shareholders and other parties may communicate with our Board, any director (including our Chairman of the Board or Lead Independent Director), independent members of our Board as a group, or any committee. Depending on the nature of the communication, the correspondence either will be forwarded to the director(s) named or the matters will be presented periodically to our Board. The Corporate Secretary or the secretary of the designated committee may sort or summarize the communications as appropriate. Communications that are personal grievances, commercial solicitations, customer complaints, incoherent, or obscene will not be communicated to our Board or any director or committee of our Board.

Any shareholder who wishes to recommend a director candidate for consideration by our Corporate Governance, ESG, and Sustainability Committee must submit a written recommendation to our Corporate Secretary. For our 2022 annual meeting of shareholders, the Committee will consider recommendations received by October 15, 2021. The recommendation must include the information set forth in our Corporate Governance Guidelines. See page 29 for information on how to obtain a copy of our Corporate Governance Guidelines.

Communications should be addressed to our Corporate Secretary at Bank of America Corporation, Bank of America Corporate Center, 100 North Tryon Street, NC1-007-56-06, Charlotte, North Carolina 28255. For further information, refer to the “Contact the Board of Directors” section under the heading “Corporate Governance—Officers and Directors” on our website at http://investor.bankofamerica.com.

 

2021 PROXY STATEMENT     17


Table of Contents

Corporate Governance

 

 

Corporate Governance

Our Board of Directors

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 our progress meeting these strategic and financial plans

 

 

Management’s identification, measurement, monitoring, and control of our company’s material risks, including operational (including conduct, model, and cyber risks), credit, market, liquidity, compliance, strategic, and reputational risks

 

 

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, and the integrity of our consolidated financial statements

 

 

Our company’s establishment, maintenance, and administration of appropriately designed compensation programs and plans

Our Board and its committees are also responsible for:

 

 

Reviewing, monitoring, and approving succession plans for our Board’s Chairman and Lead Independent Director, and for our CEO and other key executives to promote senior management continuity

 

 

Conducting an annual, formal self-evaluation of our Board and its committees

 

 

Identifying and evaluating director candidates, and nominating qualified individuals for election to serve on our Board

 

 

Reviewing our CEO’s performance and approving the total annual compensation for our CEO and other executive officers

 

 

Reviewing our environmental, social, and governance (ESG) initiatives, including our human capital management policies and practices and climate risk that can lead to operational and reputational risks as well as credit risk

 

 

Overseeing and participating in our shareholder engagement activities to ascertain perspectives and topics of interest from our shareholders

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, ESG, and Sustainability 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), published on our website at http://investor.bankofamerica.com, to assist it in determining each director’s independence. Our Board considers directors or director nominees “independent” if they meet the criteria for independence in both the NYSE listing standards and our Categorical Standards.

In early 2020, our Board, in coordination with our Corporate Governance, ESG, and Sustainability Committee, evaluated the relevant relationships between each director or director nominee (and his or her 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, Ms. Bies, Mr. Bovender, Mr. Bramble, Mr. de Weck, Mr. Donald, Ms. Hudson, Ms. Lozano, Mr. May, Mr. Nowell, Ms. Ramos, Dr. Rose, Mr. White, Mr. Woods, Mr. Yost, 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 42, and determined that none of the relationships for the directors and director nominees set forth above 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, some of their immediate family members, and entities affiliated with some of them or their immediate family members (Mr. de Weck, Mr. Donald, 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 their immediate family members serve or served in the past three years as executive officers (Mr. Donald, Dr. Rose, and Mr. Woods). In each case, the fees paid to each of these entities were below the thresholds of the NYSE listing standards and our Categorical Standards.

 

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Independent board leadership

Our Board is committed to objective, independent leadership for our Board and each of its committees. Our Board views the active, objective, independent oversight of management as central to effective Board governance, to serving the best interests of our company and our shareholders, and to executing our strategic objectives and creating long-term value. This commitment is reflected in our company’s governing documents, including our Bylaws, our Corporate Governance Guidelines, and the governing documents of each of the Board’s committees.

Our Board leadership structure

Our Board’s optimal leadership structure may change over time to reflect our company’s evolving needs, strategy, and operating environment; changes in our Board’s composition and leadership needs; and other factors, including the perspectives of shareholders and other stakeholders. In accordance with a 2014 amendment to our Bylaws, which our shareholders ratified at a special meeting in 2015, our Board has the flexibility to determine the Board leadership structure best suited to the needs and circumstances of our company and our Board. Our shareholders reaffirmed their support for allowing this flexibility by voting against shareholder proposals seeking Bylaw amendments requiring an independent Chairman at each of our 2017 and 2018 annual meetings of shareholders. At least annually, our Board, in coordination with our Corporate Governance, ESG, and Sustainability Committee, deliberates on and discusses the appropriate Board leadership structure, including the considerations described above.

Under our Board’s current leadership structure, we have a Chairman and a Lead Independent Director. Our Lead Independent Director is empowered with, and exercises, robust, well-defined duties. Our Board is composed of experienced and committed independent directors (with all non-management nominees being independent). Our Board committees have objective, experienced chairs and members. All our directors are required to stand for election annually. Our Board, under leadership of the Lead Independent Director, is committed to engaging with shareholders and other stakeholders. Our Board believes that these factors, taken together, provide for objective, independent Board leadership, effective engagement with and oversight of management, and a voice that is independent from management and accountable to shareholders and other stakeholders.

Our Lead Independent Director, together with the other independent directors, exemplifies objective independent Board leadership, and effectively engages and oversees management. The Lead Independent Director is joined by experienced, independent Board members and a Chairman who, as CEO, serves as the primary voice to articulate our long-term strategy and our Responsible Growth. The independent directors provide objective oversight of management, review the CEO’s performance and approve CEO compensation, help to establish the long-term strategy and regularly assess its effectiveness, and serve the best interests of our company and our shareholders by overseeing management’s work to create long-term value.

Our Board, through its annual assessment, with input from shareholders, believes that the existing structure continues to be the optimal leadership framework at this time. As a highly regulated global financial services company, we and our shareholders benefit from an executive Chairman with deep experience and leadership in and knowledge of the financial services industry, our company, its businesses, and our focus on Responsible Growth. We and our shareholders also benefit from a Lead Independent Director who is empowered and exercises robust, well-defined duties (see next page for a list of the duties); who is highly engaged and holds regular meetings with our primary regulators, our independent directors, and our CEO and other management members, and plays a leading role in our shareholder engagement process (see page 30).

 

 

Highly engaged Lead Independent Director

 

The formalized list of duties of the Lead Independent Director does not fully capture the active role of our Board’s independent leader. Among other things, our Lead Independent Director:

 

  Holds bi-monthly calls with our primary bank regulators to discuss any issues of concern

 

  Regularly speaks with our CEO and holds calls at least monthly to discuss Board meeting agendas and discussion topics, schedules, and other Board governance matters

 

  Attends meetings of all of the Board committees

 

  Speaks 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

 

  Meets at least quarterly with management members, including: the Chief Administrative Officer; Chief Financial Officer; Chief Risk Officer; Chief Human Resources Officer; and Global Compliance, Operational Risk, Reputational Risk and Control Function Risk Executive

 

  Plays a leading role in our shareholder engagement process, representing our Board and independent directors in investor meetings.

 

 

Board leadership succession planning

Our Corporate Governance Guidelines include an emergency succession plan for our Lead Independent Director and Board Chairman that provides for an orderly, interim succession process in the event of extraordinary circumstances. In addition, our Corporate Governance, ESG, and Sustainability Committee has a process for implementing an orderly independent director leadership transition for our Lead Independent Director. Our Corporate Governance Guidelines provide that an individual who would be age 75 at 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 election, if, in light of all the circumstances, the Board determines that it is in the best interests of the Corporation and its shareholders.

 

 

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Our Lead Independent Director, Mr. Bovender has reached the retirement age of 75, and will retire from the Board at the upcoming annual meeting. In anticipation of his retirement and to assure an orderly transition for the Lead Independent Director role, our Corporate Governance, ESG, and Sustainability Committee devoted considerable time and attention to succession planning. Starting in 2019 and at each Committee meeting through September 2020, the Committee reviewed, planned for, and executed on an appropriate and well-considered Lead Independent Director succession plan. The Committee regularly apprised the Board of its deliberations and planning.

 

During the planning process and as a part of its deliberations, the Committee considered feedback received through the Board’s formal self-evaluations and a number of factors the Committee deemed relevant to recommending a successor, including key skills and competencies of the Lead Independent Director position, professional and personal attributes it determined to be necessary to successfully serve in the role, and the time necessary to discharge the duties of a Lead Independent Director. Our Lead Independent Director, Mr. Bovender, and the chair of the Committee, Mr. May, met with each independent director individually to discuss the key skills and competencies of the Lead Independent Director position, and potential successors to Mr. Bovender. These conversations were reviewed with the Committee and the Board.

 

Following the Committee’s review of potential candidates and due deliberation, the Committee recommended that the Board appoint Mr. Nowell to succeed Mr. Bovender as Lead Independent Director upon Mr. Bovender’s retirement; the Board approved Mr. Nowell’s appointment at its meeting in September 2020.

 

A thoughtful transition plan is in place for Mr. Nowell, and he has been working closely with Mr. Bovender to assist in the transition. For example, since Mr. Nowell’s appointment as the Lead Independent Director successor, he regularly meets with our CEO and key regulators, and is joining Mr. Bovender in his quarterly calls with independent directors as well as the company’s shareholder engagement meetings. He is expected to meet with additional key shareholders prior to the 2021 annual meeting. Mr. Nowell’s term as Lead Independent Director will commence upon his re-election to the Board by shareholders at the 2021 annual meeting.

Well-defined duties of our Lead Independent Director

 

Board leadership

 

  Presiding at all meetings of our Board at which the Chairman is not present, including at executive sessions of the independent directors

 

  Calling meetings of the independent directors, as appropriate

 

  If our CEO is also Chairman, providing Board leadership if the CEO/Chairman’s role may be (or may be perceived to be) in conflict Board focus

 

Board focus

 

  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

 

  Corporate governance: Assisting our Board, our Corporate Governance, ESG, and Sustainability Committee, and management in complying with our Corporate Governance Guidelines and promoting corporate governance best practices

 

  CEO performance review and succession planning: Working with our Corporate Governance, ESG, and Sustainability 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, planning, reviewing, and approving meeting agendas for our Board

 

  In coordination with the CEO and the other members of our Board, approving meeting schedules to provide for sufficient time for discussion of all agenda items

 

  Advising the CEO of the information needs of our Board and approving 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

 

  Board performance: Together with the CEO and the other members of our Board, promoting the efficient and effective performance and functioning of our Board

 

  Board evaluation: Consulting with our Corporate Governance, ESG, and Sustainability Committee on our Board’s annual self-evaluation

 

  Director development: Providing guidance on the ongoing development of directors

 

  Director assessment/nomination: With our Corporate Governance, ESG, and Sustainability 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

 

 

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Board evaluation

 

 

Determine format

 

The formal self-evaluation may be in the form of written or oral questionnaires administered by Board members, management, or third parties. Each year, our Corporate Governance, ESG, and Sustainability Committee discusses and considers the appropriate approach, and approves the form of the evaluation.

 
 

Conduct evaluation

 

Members of our Board and each of our Board committees participate in the formal evaluation process, responding to questions designed to elicit information to be used in improving Board and committee effectiveness.

 
 

Review feedback in executive sessions

 

Director feedback solicited from the formal self-evaluation process is discussed during Board and committee executive sessions and, where appropriate, addressed with management

 
 

Respond to director input

 

In response to feedback from the multi-faceted evaluation process, our Board and committees work with management to take concrete steps to improve policies, processes, and procedures to further Board and committee effectiveness.

 
 

One-on-one discussions with the Lead Independent Director

 

In addition to the formal annual Board and committee evaluation process, our Lead Independent Director speaks with each Board member at least quarterly, and receives input regarding Board and committee practices and management oversight. Throughout the year, committee members also have the opportunity to provide input directly to committee chairs or to management.

 

 

 

Our Board and our Board Committees continuously evaluate their own effectiveness throughout the year. The evaluation is a multi-faceted process that includes quarterly one-on-one discussions with our Lead Independent Director, individual director input on Board and committee meeting topical agenda subjects, executive sessions without management present, periodic input to our CEO and senior management on topical agendas and enhancements to Board and committee effectiveness, and an annual formal self-evaluation developed and administered under the direction of the Corporate Governance, ESG, and Sustainability Committee.

Formal self-evaluation

Information from research commissioned by the Board on the characteristics of highly effective and efficient boards identified five key areas where the research suggested high functioning boards and committees excelled: board and committee composition; board culture; board and committee focus; board process; and information resources.

Composition. Through the self-evaluation process, our Board identifies qualities, relevant skills, and experience of potential director candidates that are consistent with the company’s current strategy, allow the Board to effectively perform its risk oversight responsibilities, and that would add to the Board’s diversity.

Board culture. Our Board considers its role in setting the standard for the company’s culture and values by forging a collegial and collaborative dynamic that values independent judgment and emphasizes accountability. As part of this review, directors evaluate how they interact among themselves, and with management, including the importance of challenging and holding management accountable, and their relationships with investors.

Focus. Our Board and committees consider their critical oversight responsibilities, including strategy, risk, and ESG, and succession planning for the Board and the Lead Independent Director. Our Board and committees continuously reassess their focus and regularly engage in dialogue and solicit feedback from management, shareholders, and other stakeholders and receive third-party perspectives on the competitive environment, opportunities for growth, macroeconomic trends, geopolitics, and cyber and information security.

Process. As part of the self-evaluation process, directors review overall Board and committee structure, quality of meeting materials and presentations, agenda topics, and other meeting processes. Each of our directors meets with management and with our Lead Independent Director through a combination of executive sessions, smaller group sessions, and one-on-one meetings. Directors are focused on Board and committee meeting structure so as to allow ample time for discussion, debate, and in-depth review of key topics and trends.

Information and resources. Through the self-evaluation process, our Board and committees evaluate the materials, education, and training opportunities they receive both from management and outside advisors and experts. Our directors continue to highlight the need for clear, comprehensive, and concise information to effectively support their oversight responsibilities. In particular, directors have highlighted the importance of well-organized, streamlined, and accessible materials that identify key issues in a timely manner.

Our Corporate Governance, ESG, and Sustainability Committee developed the formal 2020 self- evaluation to solicit director feedback on these key areas, the results of which are shared with management as appropriate. The Committee also considered industry trends, practices of our peers, feedback from shareholders, and regulatory developments. For the formal 2020 self- evaluation, the Committee solicited directors’ views on actions taken in response to the prior year’s evaluation, and input on additional topics relating to the health crisis and the remote operating environment, and feedback from the shareholder engagement discussions. As part of its ongoing review of Board and committee composition, the Committee also continued to seek input on the Board’s director succession planning process, including Lead Independent Director successor planning.

 

 

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Enhancements made in response to formal Board self-evaluations

In response to feedback solicited from our Board and committees in 2020, we continue to:

 

 

Adapt meeting structure and cadence in response to the pandemic operating environment through use of virtual meetings and more frequent meetings as needed

 

 

Streamline meeting materials to better highlight important information, while maintaining completeness, and providing timely updates, as needed

 

 

Provide opportunities for our Board to interact with employees throughout the organization, both formally and informally even in the current pandemic operating environment

 

 

Support directors’ discussion and decision making on Board leadership succession planning and committee membership, including a focus on future needs

 

 

Refine meeting structure to allow sufficient time during Board and committee meetings for discussion, debate, in-depth reviews, and executive sessions

 

 

Enhance presentations for Board and committee meetings so that they complement and add insight beyond written meeting materials while leaving ample time for question and answer sessions and other discussion

 

 

Enhance discussion about areas of emerging risk at Board and Enterprise Risk Committee meetings, including deep dives on key topics and elevated risks arising from the COVID-19 pandemic and resulting operating environment, and add to the ongoing review of and information on cybersecurity risk oversight

 

 

Add to the range of information on ESG and human capital management-related topics at the Board and committee level, including regular updates on implementation of the company’s ESG commitments

 

 

Provide opportunities for one-on-one discussions between directors and management on critical issues and continued opportunities for dialogue at our annual Board strategic planning session

 

 

Provide educational opportunities during regularly scheduled meetings and through access to third-party programs, with an emphasis on topics requested by directors and current events and trends

 

 

Provide third-party perspectives on the company, peers, industry, and economy, and shareholder and stakeholder feedback in Board and committee materials and presentations and through additional resources

Director education

Our director education is vital to the ability of directors to fulfill their roles, and supports Board members in their continuous learning. The Board encourages directors to participate annually in external continuing director education programs, and our company reimburses directors for their expenses associated with this participation. Our directors also attend forums and conferences convened by our primary banking regulators. Continuing director education is also provided during Board meetings and other Board discussions as part of the formal meetings, and as stand-alone information sessions outside of meetings. Among other topics, during 2020, our Board heard from our primary banking regulators, global management advisors, an infectious disease expert, and from management on numerous subjects, including current geopolitical events, cybersecurity, digital banking, human capital management, including diversity and inclusion, and the COVID-19 pandemic and many related considerations.

All new directors also participate in our director orientation program during their first six months on our Board. New directors have a series of meetings over time with management representatives from all of our business and staff areas to review and discuss, with increasing detail, information about our company, industry, and regulatory framework. Based on input from our directors, we believe this gradual on-boarding approach over the first six months of Board service, coupled with participation in regular Board and committee meetings, provides new directors with a strong foundation in our company’s businesses, connects directors with members of management with whom they will interact and oversee, and accelerates their effectiveness to engage fully in Board deliberations. Directors have access to additional orientation and educational opportunities upon acceptance of new or additional responsibilities on the Board and in committees.

CEO and senior management succession planning

Our Board oversees CEO and senior management succession planning, which is formally reviewed at least annually; two such planning sessions were held in 2020. Our CEO and our Chief Human Resources Officer provide our Board with recommendations and evaluations of potential CEO successors, and review their development progress. Our Board reviews potential internal senior management candidates with our CEO and our Chief Human Resources Officer, including the qualifications, experience, and development priorities for these individuals. Directors engage with potential CEO and senior management successors at Board and committee meetings and in less formal settings to allow directors to personally assess candidates. Further, our Board periodically reviews the overall composition of our senior management’s qualifications, tenure, and experience. In 2020, the Board also reviewed our strategies for enhancing representation of, and professional development for, our diverse teammates for each of our eight lines of business and each of our staff areas, including information about representation at management levels.

Our Board also establishes steps to address emergency CEO and senior management succession planning in extraordinary circumstances. Our emergency CEO succession planning is intended to enable our company to respond to unexpected position vacancies, including those resulting from a major catastrophe, by continuing our company’s safe and sound operation and minimizing potential disruption or loss of continuity to our company’s business and operations.

 

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Board meetings and attendance

Directors are expected to attend our annual meetings of shareholders and our Board and committee meetings. Each of our incumbent directors attended at least 75% of the aggregate meetings of our Board and the committees on which they served during 2020. In addition all of the directors serving on our Board at the time of our 2020 annual meeting attended the meeting (which was held virtually) on a remote basis.

Our independent directors meet privately in executive session on a regular basis without our Chairman and CEO or other members of management present, and held 19 such executive sessions in connection with Board meetings in 2020. Our Lead Independent Director leads these Board executive sessions.

 

 

Number of Board and committee meetings held in 2020

 

LOGO

 

In 2020, in response to the global health crisis, the full Board met on average, more than twice each month, holding a total of 28 meetings—one-third more than 2019. In addition, the Board met with management during five information sessions.

 

 

 

During 2020, the Board and its committees received regular meeting communications and frequent additional communications in between meetings from management. Among other topics, these memos covered the health crisis and our response—ranging from human capital management, global operations, and business continuity—our capital and liquidity, our commitment to economic opportunities and racial equity, and our risk management.

   
     
       

 

Committees and membership

Our Board has four committees. Charters describing the responsibilities of each of the Audit Committee, Compensation and Human Capital Committee, Corporate Governance, ESG, and Sustainability Committee, and Enterprise Risk Committee can be found at http://investor.bankofamerica.com, and their membership is set forth on page 24.

Our Board committees regularly make recommendations and report on their activities to the entire Board. Each committee may obtain advice from internal or external financial, legal, accounting, or other advisors at their discretion. Our Board, in considering the recommendations of our Corporate Governance, ESG, and Sustainability Committee, reviews our committee charters and committee membership at least annually. The duties of our committees are summarized below:

 

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Audit Committee

No. of meetings in 2020: 14    

Members

Key responsibilities

Sharon L. Allen (Chair)     

 

Arnold W. Donald

 

Lionel L. Nowell III

 

Denise L. Ramos

 

Clayton S. Rose

 

Michael D. White

 

R. David Yost

  Oversees qualifications, performance, and independence of our company’s independent registered public accounting firm

  Oversees performance of our company’s corporate audit function

  Oversees integrity of our company’s consolidated financial statements’ preparation

  Oversees our compliance with legal and regulatory requirements

  Makes inquiries of management or of the Chief Audit Executive to assess the scope and resources necessary for the corporate audit function to execute its responsibilities

 

Independence / qualifications

  All Committee members are independent under the NYSE listing standards and our Categorical Standards and the heightened independence requirements applicable to audit committee members under SEC rules

  All Committee members are financially literate in accordance with NYSE listing standards and qualify as audit committee financial experts under SEC rules

 

 

Compensation and Human Capital Committee

No. of meetings in 2020: 7    

Members

Key responsibilities

Monica C. Lozano (Chair)     

 

Pierre J.P. de Weck

 

Arnold W. Donald

 

Linda P. Hudson

 

Denise L. Ramos

 

Clayton S. Rose

 

Michael D. White

 

R. David Yost

 

  Oversees establishing, maintaining, and administering our compensation programs and employee benefit plans

  Oversees the qualifications, performance, and independence of the Committee’s independent compensation consultant

  Approves and recommends our CEO’s compensation to the Board for further approval by all independent directors, and reviews and approves all of our other executive officers’ compensation

  Recommends director compensation for Board approval

  Reviews our human capital management practices

 

Independence / qualifications

  All Committee members are independent under the NYSE listing standards and our Categorical Standards and the independence requirements applicable to compensation committee members under NYSE rules and the heightened independence requirements (similar to those applicable to Audit Committee members) under SEC rules

 

Corporate Governance, ESG, and Sustainability Committee

No. of meetings in 2020: 8    

Members

Key responsibilities

Thomas J. May (Chair)     

 

Sharon L. Allen

 

Susan S. Bies

 

Frank P. Bramble, Sr.

 

Lionel L. Nowell III

 

Thomas D. Woods

 

Maria T. Zuber

 

  Oversees the Board’s governance processes

  Identifies and reviews the qualifications of potential Board members; recommends nominees for election to the Board

  Leads the Board in Board and committee succession planning

  Leads the Board and its committees in their formal annual self-evaluations

  Reviews and reports to the Board on our ESG activities

  Reviews and assesses shareholder input and our shareholder engagement process

 

Independence / qualifications

  All Committee members are independent under the NYSE listing standards and our Categorical Standards

 

Enterprise Risk Committee

No. of meetings in 2020: 14    

Members

Key responsibilities

Frank P. Bramble, Sr. (Chair)

 

Susan S. Bies

 

Pierre J.P. de Weck

 

Linda P. Hudson

 

Monica C. Lozano

 

Thomas J. May

 

Thomas D. Woods

 

Maria T. Zuber

 

  Oversees our company’s overall Risk Framework, risk appetite, and management of key risks

  Approves the Risk Framework and Risk Appetite Statement and further recommends each to the Board for approval

  Oversees management’s alignment of our company’s risk profile to our strategic and financial plans

  Oversees management’s progress in developing our company’s Comprehensive Capital Analysis and Review submission to the Federal Reserve Board, and reviews and recommends our company’s Capital Plan to the Board for approval

  Reviews and recommends our company’s Resolution and Recovery Plans to the Board for approval

 

Independence / qualifications

  All Committee members are independent under the NYSE listing standards and our Categorical Standards

  All Committee members satisfy the risk expertise requirements for directors of a risk committee under the Federal Reserve Board’s Enhanced Prudential Standards

 

 

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Board oversight of risk

At Bank of America, we are guided by a common purpose to make financial lives better by connecting those we serve with the resources they need to be successful. Our purpose and values form the foundation of our culture—a culture that is rooted in accountability, disciplined risk management, and delivering together as a team to better serve our clients, strengthen our communities, and deliver value to our shareholders. This all comes together as an engine for sustainable Responsible Growth. Our culture comes from how we run the company every day, by acting responsibly and managing risk well, which includes our commitments to ethical behavior, acting with integrity, and complying with laws, rules, regulations, and policies that reinforce such behavior. Managing risk is central to everything we do. Our success relies on the intellectual curiosity and sound judgment of every employee across the company.

Conduct and culture

Our Board and its committees play a key role in oversight of our culture, setting the “tone at the top” and holding management accountable for its maintenance of high ethical standards and effective policies and practices to protect our reputation, assets, and business. Our Board and its committees do this in a number of ways, including by:

 

 

prioritizing the importance of the character, integrity, and qualifications of each individual member, and the overall Board and committee leadership structures and composition;

 

 

overseeing management’s identification, measurement, monitoring, and control of our material risks, including compliance risk and conduct risk;

 

 

regularly requesting and receiving briefings from senior management on matters relating to compliance and business conduct risk;

 

 

holding management accountable for the timely escalation of issues for review with the Board and its committees; and

 

 

overseeing our incentive plan design and governance processes to provide for an appropriate balance of risk and compensation outcomes

Our risk governance documents

Risk is inherent in all of our business activities. One of our tenets of Responsible Growth is: “we must grow within our risk framework.” We execute on that strategy through our commitment to responsible and rigorous risk management and through a comprehensive approach with a defined Risk Framework and a well-articulated Risk Appetite Statement. The Risk Framework and Risk Appetite Statement are regularly reviewed with an eye towards enhancements and improvements. The Risk Framework sets forth clear roles, responsibilities, and accountability for the management of risk and describes how our Board oversees the establishment of our risk appetite, including both quantitative limits and qualitative statements and objectives for our activities. This framework of objective, independent Board oversight and management’s robust risk management better enables us to serve our customers, deliver long-term value for our shareholders, and achieve our strategic objectives.

Our Risk Framework serves as the foundation for consistent and effective risk management. It outlines the seven types of risk that our company faces—strategic risk, credit risk, market risk, liquidity risk, operational risk (including model, conduct, and cyber risk), compliance risk, and reputational risk—and addresses climate risk and legal risk. It describes components of our risk management approach, including our culture of managing risk well, risk appetite, and risk management processes, with a focus on the role of all employees in managing risk. It also outlines our risk management governance structure, including the roles of our Board, management, lines of business, independent risk management, and corporate audit within the governance structure.

Our Risk Appetite Statement defines the aggregate levels and types of risk our Board and management believe appropriate to achieve our company’s strategic objectives and business plans.

 

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LOGO

 

 

Our directors bring relevant risk management oversight experience; see “Our director nominees” on page 5. Our Chief Risk Officer, the company’s senior-most risk manager, reports jointly to the CEO and Enterprise Risk Committee, and participates in Board and Enterprise Risk Committee meetings. This governance structure is designed to complement our Board’s commitment to maintaining an objective, independent Board and committee leadership structure, and to fostering integrity over risk management throughout our company and further demonstrates our commitment to a strong culture of compliance, governance, and ethical conduct.

We believe our holistic, ongoing Board and committee risk oversight process provides the foundation for consistent and effective management of risks facing our company and demonstrates our commitment to a culture of rigorous risk management and compliance. Details of our company’s risk management policies and practices are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2020 Annual Report.

Board oversight of cybersecurity and information security risk

Our Board recognizes the importance of maintaining the trust and confidence of our customers, clients, and employees. As a part of its objective, independent oversight of the key risks facing our company, the Board devotes significant time and attention to data and systems protection, including cybersecurity and information security risk.

The Board oversees management’s approach to staffing, policies, processes, and practices sufficient to effectively gauge and address cybersecurity and information security risk. Our Board and Enterprise Risk Committee each receive regular presentations and reports throughout the year on cybersecurity and information security risk. These presentations and reports address a broad range of topics, including updates on technology trends, regulatory developments, legal issues, policies and practices, the threat environment and vulnerability assessments, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats. At least twice each year, the Board discusses cybersecurity and information security risks with our Chief Operations and Technology Officer and our Chief Information Security Officer.

 

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The Board receives prompt and timely information from management on any cybersecurity or information security incident that may pose significant risk to our company and continues to receive regular reports on the incident until its conclusion.

Additionally, our Board receives timely reports from management on key developments and incidents across our industry, as well as specific information about peers and vendors.

Our Enterprise Risk Committee also annually reviews and approves our Global Information Security Program and our Information Security Policy, which establish administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of customer information in accordance with the Gramm-Leach-Bliley Act and the interagency guidelines issued thereunder, and applicable law globally. Our Enterprise Risk Committee’s charter makes explicit that the Committee is responsible for reviewing cybersecurity and information security risk and the steps taken by management to understand and mitigate such risk.

 

Cybersecurity governance highlights

 

  Comprehensive reporting to our Board and Enterprise Risk Committees (both scheduled and real-time) in response to key developments.

 

  Multi-format reporting approach, with presentations to Board as well as memoranda addressing key issues.

 

  Cross-functional approach to addressing cybersecurity risk, with Global Technology & Operations, Risk, Legal, and Corporate Audit functions presenting on key topics.

 

  Global presence, with employees and 24/7 cyber threat operations centers around the world.

 

  Collaborative approach, working with a wide range of key stakeholders to manage risk, and share and respond to intelligence.

 

 

 

 

Under the Board’s oversight, management works closely with key stakeholders, including regulators, government agencies, peer institutions, and industry groups, and develops and invests in talent and innovative technology in order to manage cybersecurity and information security risk. Our company has information security employees across the globe, enabling us to monitor and promptly respond to threats and incidents, maintain oversight of third-parties, innovate and adopt new technologies, as appropriate, and drive industry efforts to address shared cybersecurity risks. All employees, contractors, and those with access to our company’s systems receive comprehensive education on responsible information security, data security, and cybersecurity practices and how to protect data against cyber threats through our Security Awareness For Everyone program.

Compensation governance and risk management

 

Key practices in compensation governance and risk management

 

 

The independent members of the Board approve CEO compensation, and the Compensation and Human Capital Committee approves compensation for all other executive officers.

 

 

The Enterprise Risk Committee and Audit Committee further review and approve compensation for the Chief Risk Officer and Chief Audit Executive, respectively.

 

 

Independent control functions—including Corporate Audit, Risk and Compliance, Finance, Human Resources, and Legal—provide direct feedback to the Compensation and Human Capital Committee on executive officer performance and the pay-for-performance process.

 

 

Our incentive plan design and governance processes appropriately balance risks with compensation outcomes.

 

 

Senior management and independent control functions, including risk, annually review and certify our incentive plans.

Compensation governance

Our Compensation and Human Capital Committee follows procedures intended to promote strong governance of our pay-for-performance philosophy. The Committee regularly reviews: (i) company performance; (ii) our executive compensation strategy, approach, trends, and regulatory developments; and (iii) other related topics, as appropriate. Each year, the Committee reviews, and makes available to our Board, an executive compensation statement, or “tally sheet,” for each executive officer. The tally sheets reflect each executive officer’s total compensation, including base salary, cash and equity-based incentive awards, the value of prior restricted stock unit awards (including the status of achieving any performance goals), qualified and nonqualified retirement and deferred compensation benefit accruals, and the incremental cost to our company of the executive’s perquisites. The Committee uses this information to evaluate all elements of compensation and benefits provided to an executive officer.

Annually, the Committee reviews with our Board its compensation decisions (including cash and equity-based incentive awards, if applicable) for executives who report directly to our CEO. With respect to the CEO’s compensation, the Committee makes a recommendation that is further reviewed and approved by the independent members of the Board. The CEO does not participate in Committee or Board deliberations about his compensation. Additionally, for our Chief Risk Officer and Chief Audit Executive, the Committee’s pay recommendations are further reviewed and approved by our Board’s Enterprise Risk Committee and Audit Committee, respectively.

Executive officers do not engage with the Committee in setting the amount or form of their own individual compensation. During annual performance reviews for executive officers other than our CEO, the Committee considers our CEO’s perspective and incentive award recommendations before approving compensation for each of these executive officers. In addition, the Committee considers the performance of our various lines of business, business segments and functions, as well as performance feedback from our Chief Human Resources Officer and our independent control functions (Corporate Audit, Risk and Compliance, Finance, Human Resources, and Legal).

 

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Corporate Governance

 

 

The Committee has the sole authority and responsibility under its charter to approve engaging any compensation consultant it uses and the fees for those services. The Committee retained Farient Advisors LLC (Farient Advisors) as its 2020 independent compensation consultant. Farient Advisors’ business with us is limited to providing independent executive and director compensation consulting services. Farient Advisors does not provide any other services to our company. For 2020, Farient Advisors provided the Committee external market and performance comparisons, advised the Committee on senior executive, CEO, and director compensation, assisted in evaluating program design, and assisted with other executive and director compensation-related matters. In performing these services, Farient Advisors met regularly with the Committee without management and privately with the Chair of the Committee.

The Committee may delegate to management certain duties and responsibilities regarding our benefit plans. Significant Committee delegations to management include authority to: (i) the Management Compensation Committee to direct the compensation for all of our employees except for our CEO and his direct reports; and (ii) the Corporate Benefits Committee to oversee substantially all of our employee benefit plans. See “Compensation governance structure” below.

Compensation risk management policies and practices

Our Compensation and Human Capital Committee is committed to a compensation governance structure that effectively contributes to our company’s overall risk management policies.

Compensation governance policy. The Committee has adopted and annually reviews our Compensation Governance Policy, which governs our incentive compensation decisions and defines the framework for oversight of enterprise-wide incentive compensation program design. Consistent with global regulatory initiatives, our Compensation Governance Policy requires that our incentive compensation plans do not encourage excessive risk-taking.

 

 

Our Compensation Governance Policy addresses...

 

 

  Definition and process for identifying “risk-taking” employees

 

  Key goals and process for incentive compensation plan design and governance to appropriately balance risks with compensation outcomes, including:

 

O  funding incentive compensation pools

O  determining individual incentive compensation awards

O  use of discretion as part of those processes

 

  

 

  Policies on incentive compensation plan effectiveness through testing and monitoring to confirm that the plans appropriately balance risks with compensation outcomes, including developing processes to administer cancellations and clawbacks

 

  Policies that provide for the independence of our company’s independent control functions and their appropriate input to the Committee

 

Compensation governance structure. Our compensation governance structure allocates responsibility so that our Board, Compensation and Human Capital Committee, or the appropriate management-level governing body makes compensation decisions with documented input from the independent control functions. This approach promotes effective oversight and review and facilitates the appropriate governance to balance risk and reward. Below is an illustration of our compensation governance structure, which is influenced by internal considerations and external factors:

 

 

LOGO

 

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Corporate Governance

 

 

Incentive plan certification process. Pursuant to our Compensation Governance Policy, our annual incentive plan certification and review process provides for a comprehensive review, analysis, and discussion of incentive design and operation. As part of the governance for incentive plans, each of the CEO’s direct reports, along with their management teams and independent control functions (including their respective risk officers), meet periodically to discuss how business strategy, performance, and risk align to compensation. The relevant participants certify that the incentive programs they review: (i) are aligned with the applicable lines of business and our company’s business strategy and performance objectives, (ii) do not encourage excessive or imprudent risk-taking beyond our company’s ability to effectively identify and manage risk, (iii) are compatible with effective controls and risk management, and (iv) do not incentivize impermissible proprietary trading. Our Chief Risk Officer also certifies all incentive plans across our company as part of the Management Compensation Committee’s governance process. Farient Advisors and the Compensation and Human Capital Committee review these management certifications.

Incentive plan audit reviews. Corporate Audit annually reviews the operational effectiveness of the incentive compensation program end to end, using a risk-based approach to evaluate plan design (including in-year changes/enhancements), pay execution, program governance, and conformity with regulatory requirements.

Conduct reviews. As part of our compensation governance practices, management reviews the results of the conduct review process so that conduct is consistently and appropriately considered in performance assessments and pay decisions across the company. These performance and pay outcomes are reviewed at least annually by the Committee.

Independent control function feedback. In addition to reviewing the individual incentive compensation awards for executive officers and other senior executives who report directly to the CEO, the Committee also reviews the outcomes of our control function feedback process and individual incentive compensation awards for certain highly compensated employees. As part of its governance process, the Committee meets with the heads of our independent control functions and business lines to discuss their feedback on the pay-for-performance process, including how risk management and conduct matters were factored into compensation decisions.

These processes and reviews, in combination with risk management and clawback features, are key components of our compensation programs. These programs are designed to appropriately hold employees accountable, while balancing risks and rewards in a way that does not encourage excessive or imprudent risk-taking or create risks that are reasonably likely to have a material adverse effect on our company.

Hedging policy. Under our Code of Conduct and other policies, all Bank of America directors, executive officers, and certain other designated insiders are prohibited from hedging and speculative trading of Bank of America securities. They may not engage in short sales or trading in puts, calls, and other options or derivatives with respect to our securities. All other employees may not engage in any such transactions other than transactions that hedge against an existing long position in our securities if the shares underlying the position are readily available for sale or delivery. No employee may hedge the value of outstanding restricted stock units or other equity-based awards, and such awards may be forfeited or recouped for violation of our anti-hedging and derivative transactions policies.

Additional corporate governance information

More information about our corporate governance can be found on our website at http://investor.bankofamerica.com under the heading “Corporate Governance,” including our: (i) Certificate of Incorporation; (ii) Bylaws; (iii) Corporate Governance Guidelines (including our related person transactions policy and our Director Independence Categorical Standards); (iv) Code of Conduct and related materials; and (v) composition and charters of each of our Board committees. This information is also available in print, free of charge, upon written request addressed to our Corporate Secretary at Bank of America Corporation, Bank of America Corporate Center, 100 North Tryon Street, NC1-007-56-06, Charlotte, North Carolina 28255.

 

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Shareholder engagement

 

 

Shareholder engagement

We interact with our investors in a variety of ways. Our Investor Relations team regularly meets with investors, prospective investors, and investment analysts. These meetings often include participation by our Chairman and CEO, Chief Financial Officer, or line of business leaders, and they generally are focused on company performance, strategy, and Responsible Growth. Our Board and management also regularly engage with our shareholders to solicit their views and input on company performance, corporate governance, ESG, and other topics of interest to them, such as environmental initiatives, human capital management, and executive compensation matters. The combination of information received in investor relations meetings and shareholder engagement meetings provides the Board and management with insights into a comprehensive scope of topics important to our shareholders.

Our shareholder engagement program

Board-driven engagement. Our Corporate Governance, ESG, and Sustainability Committee oversees the shareholder engagement process and regularly reviews and assesses shareholder input. Both our Chairman and our Lead Independent Director play a central role in our Board’s shareholder engagement efforts. Our directors regularly participate in meetings with shareholders.

Commitment codified in governing documents. Our Corporate Governance Guidelines and our Corporate Governance, ESG, and Sustainability Committee’s charter codify our Board’s oversight of shareholder engagement; they reflect our Board’s understanding of the critical role shareholder engagement has as a routine part of our governance.

Year-round engagement and Board reporting. Our Corporate Secretary, Investor Relations, ESG, and Human Resources teams, together with executive management members and directors, conduct regular, year-round outreach to shareholders in-person (when possible) and by phone to obtain their input on key matters and to inform our management and our Board about the issues that our shareholders tell us matter most to them. Throughout the year, our Corporate Secretary team provides periodic company updates by email to our largest shareholders, driving awareness of our significant corporate governance matters, environmental initiatives, and community impacts, and changes in our Board. We also continue to improve our engagement and communications with our retail shareholders, including employee shareholders. These efforts led to the development of our dedicated retail shareholder annual meeting webpage, which includes videos from our Board, addressing topics such as governance, management oversight, and our Responsible Growth, and resources such as our Human Capital Management Report.

Transparent and informed governance enhancements. Our Board routinely reviews and improves our governance practices and policies, including our shareholder engagement practices. Shareholder input is regularly shared with our Board, its committees, and management, facilitating a dialogue that provides shareholders with transparency into our governance practices and considerations, and informs our company’s enhancement of those practices. In addition to shareholder sentiments, our Board considers trends in governance practices and regularly reviews the voting results of our meetings of shareholders, the governance practices of our peers and other large companies, and current trends in governance. See page 32 for additional detail on recent governance enhancements our Board implemented.

Our 2020 and early 2021 shareholder engagement initiatives

Our directors and management met with our large shareholders holding approximately 24% of our shares outstanding and key stakeholders throughout 2020 and in early 2021 to obtain their input and to discuss their views on our Board’s independent oversight of management, our Board’s composition and director succession planning and recruitment, and our Board’s oversight of our environmental and social initiatives, and human capital management practices, among other issues important to our shareholders. These views were shared with our Board and its committees, where applicable, for their consideration.

In March and April of 2020, our Lead Independent Director and management met with shareholders to discuss our company’s initial response to the health crisis arising from the coronavirus pandemic. The discussions focused on the strength of our balance sheet, our efforts to promote the health and safety of our employees and their families, and our business continuity plan. Following these discussion, we provided additional transparency by publishing a second edition of the Human Capital Management Report in October 2020 to provide the latest information on our company’s response to the health crisis in support of our employees and their families, as well as updated information about diversity and inclusion data and representation of women and people of color in our workforce and management.

Beginning in the fall of 2020 through January 2021, our Lead Independent Director and management again met with shareholders; they were joined by Mr. Nowell, our Lead Independent Director successor, who was introduced to the shareholders. The directors shared information about the Corporate Governance, ESG, and Sustainability Committee and Board’s Lead Independent Director succession planning progress, and discussed our Board’s oversight of management and our company’s response to the global health and humanitarian crisis, including the work to support our teammates, clients, and communities.

More broadly, we sent periodic company updates to our largest 250 shareholders representing approximately 61% of our shares outstanding throughout 2020, including upon publication of our 2020 update to the Human Capital Management Report.

To further our engagement with all shareholders, including retail and employee shareholders, we significantly enhanced our annual meeting webpage in 2019 and continue to refine the webpage to provide shareholders with a platform to easily access information about our annual meeting, our director nominees, and the matters for shareholder vote. We also make available video interviews with our directors on the annual meeting webpage so shareholders have the opportunity to hear directly from our Board. To access the 2021 annual meeting webpage and the director video interviews, please go to https://about.bankofamerica.com/annualmeeting.

 

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Shareholder engagement

 

 

By the numbers: Depth of shareholder engagement in 2020 and early 2021

 

LOGO

 

What we learned from our meetings with shareholders

  Shareholders are supportive of our approach to Board composition and refreshment, and our deliberate process for director succession planning, including our recent Lead Independent Director succession plan.

  Shareholders understand our approach to Responsible Growth and the important role our ESG practices have in making Responsible Growth sustainable. They appreciated the breadth and depth of our disclosures in these areas, including our commitment to environmental and human capital matters, and our commitment to helping our clients and communities transition to low- and no-carbon technologies and business models, and how we are developing methods to track and measure our progress and the progress of our clients in this transition.

  We discussed our commitment to a net zero future in line with the Paris Climate Agreement. We shared how our strides in this area are aligned with work our CEO is spearheading with the World Economic Forum’s International Business Council to develop the recently announced Stakeholder Capitalism Metrics. The Stakeholder Capitalism Metrics are a universal set of ESG metrics and disclosures which will help companies demonstrate their contributions to a set of specific sustainable development goals, developed out of and converging together existing standards. Our shareholders were interested in how this impacts not only our commitment and metrics but also how it may affect public disclosures generally.

  Shareholders were instrumental in assisting us in the scope and content of our initial Human Capital Management Report and updates in 2020, providing valuable insight about the types of information and transparency that would be helpful to their understanding of our human capital practices and how they help drive Responsible Growth.

  A strong majority of the institutional shareholders we spoke with believe that our Board should retain the flexibility to determine its leadership structure, and that our current Board leadership structure and practices provide appropriate independent oversight of management.

  Shareholders appreciated meeting with our Lead Independent Director and our Lead Independent Director successor, and hearing directly from them regarding the Lead Independent Director succession planning process, our Board’s oversight of the company’s response to the global health and humanitarian crisis arising from the coronavirus pandemic, and our acceleration of work underway to help drive economic opportunity, health care initiatives and racial equality, our strategy and risk management practices, our ESG initiatives, and our drive for Responsible Growth.

  Shareholders urged additional disclosure and transparency about the Lead Independent Director succession process, our response to the coronavirus pandemic, and our $1 billion commitment to advance economic opportunity and racial equality, which has led to additional disclosure in this proxy statement.

  Shareholders appreciated the broad access to senior management subject matter experts regarding company performance, corporate governance, and environmental, social, and human capital management matters.

  Shareholders were interested in the culture of our Board and how directors influence management’s execution of our company’s values and risk management practices.

 

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Shareholder engagement

 

 

Demonstrated track record of responsiveness to investors and other stakeholders

 

Our Board evaluates and reviews input from our shareholders in considering their independent oversight of management and our long-term strategy. As part of our commitment to constructive engagement with investors, we evaluate and respond to the views voiced by our shareholders, including vote results at our annual meetings of shareholders. Our dialogue has led to enhancements in our corporate governance, ESG, and executive compensation practices, which our Board believes are in the best interest of our company and our shareholders. For example, after considering input from shareholders and other stakeholders, our company:

 

  Continued to refine our shareholder engagement process to connect shareholders and key stakeholders with our Lead Independent Director, our Lead Independent Director successor, Chairman, other independent directors, and executive management

 

  Enhanced our ESG disclosure, including in our 2021 proxy statement (see page 33), continuing to add information to our annual reports discussing Responsible Growth, recent updates to our Environmental and Social Risk Policy Framework, especially in regard to our commitment to helping our clients and communities transition to low- and no-carbon technologies and business models, coupled with our plans establishing interim science-based emissions targets and tracking our work to drive Responsible Growth daily in our business, and highlighting certain of our ESG accomplishments

 

  Continued our active participation in the Sustainability Accounting Standards Board (SASB) and our work with the Task Force on Climate-related Financial Disclosure (TCFD), including through the service of our Chief Accounting Officer on the SASB Foundation Board of Directors

 

  We published our TCFD Report in 2020 providing information to our shareholders, clients, and communities regarding the potential financial risks of climate change to our business and how we are managing those risks. This is in addition to publicly disclosed information about how we manage climate risk in our 2020 Annual Report on Form 10-K

 

  Updated our Enterprise Social Risk Policy Framework to highlight our company’s goal to achieve net zero emissions from its financing activities before 2050 in alignment with the Paris Climate Agreement and climate science, our collaboration with peer banks through the Partnership for Carbon Accounting Financials to create a consistent methodology to assess and disclose emissions associated with each bank’s financing activities, operations, and supply chain, and our plan to set public goals to reduce emissions for key high-emitting portfolios, including energy and power utilities

 

  In October 2020, we updated our Human Capital Management Report to share the latest information about our commitment to being a great place to work, including our support of the physical, emotional, and financial wellness of teammates; being an inclusive workplace worldwide, which is core to Responsible Growth; and further included EEO-1 Data (see page 35)

 

  Expanded the disclosure of our focus on workplace diversity in our 2021 proxy statement (see page 35)

 

  Provided focused disclosure on the Board’s oversight of and our company’s response to the health and humanitarian crisis arising from the coronavirus pandemic, including supporting our teammates and clients, and the communities we serve (see pages vii and 39, and our $1 billion commitment to advance economic opportunity and racial equality (see pages vi, vii, 34, and 50).

 

  Continued to actively consider board succession planning and refreshment, holding robust discussions during our Corporate Governance, ESG, and Sustainability Committee meetings, appointing a new lead independent director to assume the role this year (see “Identifying and evaluating director candidates” on page 3)

 

Also see “Shareholder engagement & ‘Say on Pay’ results” on page 49 for a discussion of our compensation-related shareholder engagement and our historical “Say on Pay” vote results.

 

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Responsible Growth

 

 

Responsible Growth(1)

Responsible Growth has four straightforward tenets:

 

 

We have to grow—no excuses.

 

 

We have to be client focused in our growth.

 

 

We have to grow within our risk appetite.

 

 

And our growth must be sustainable, which has three elements: 1) we have to drive operational excellence; 2) we have to be a great place to work; and 3) we have to share our success with our communities.

By focusing on Responsible Growth, we deliver for our teammates, clients, and shareholders AND help address society’s biggest challenges. Responsible Growth enables us to drive ESG leadership, helps us manage risks across our company and define how we mobilize our capital and resources, and informs our business practices and how and when we use our voice in support of our values. Through our commitment to Responsible Growth and our ESG leadership, we build trust and credibility as a company people want to work for, invest in, and do business with.

At Bank of America, we are driving sustainable Responsible Growth through a strong focus on ESG leadership. Our management-level Global ESG Committee, which is led by our Vice Chairman Anne Finucane, is comprised of senior executives from across the company who are actively engaged in managing our ESG approach and strengthening our governance. The committee engages in dialogue and debate on social and environmental issues that are significant to our business, including our human capital management practices, product and service offerings, business investments, and client selection with the goal of creating a sustainable economy. The committee, which is accountable to our CEO, convenes six times a year and reports regularly to the Corporate Governance, ESG, and Sustainability Committee.

As part of these efforts, in January 2020 we established a Sustainable Markets Committee, co-chaired by Vice Chairman Anne Finucane and Chief Operating Officer (COO) Tom Montag, to accelerate our progress, identify new opportunities, and build upon our work in sustainable finance including helping accelerate the transition to a low-carbon economy. Through the Sustainable Markets Committee, we are driving consistent perspective and focus on all we are doing in sustainable finance, from policy and research to the deployment of capital and development of investment products across all our business and client bases.

We engage with shareholders, consumer advocates, community advisors, and other stakeholders for their advice and guidance in shaping our policies and practices. In 2005, we founded our National Community Advisory Council, a forum made up of senior leaders from social justice, consumer advocacy, community development, environmental, research, and other advocacy organizations who solicit external perspectives, guidance and feedback on our business policies, practices, and products. This is just one of the many ways we engage globally and take into account a wide range of perspectives as we make decisions as a company. A list of the NCAC members is available on our website at https://about.bankofamerica.com under What Guides Us > Our Business Practices > Governance.

Driving profits and progress

Our company is proud to endorse the Business Roundtable’s Statement on the Purpose of a Corporation (the BRT Statement), and our Board supports our Chairman and CEO’s decision to sign the BRT Statement. Although the BRT Statement was issued in 2019, our business practices and strategy have long been aligned with furthering the framework of corporate governance and citizenship articulated in the BRT Statement, which we believe is consistent with our commitment to delivering long-term value for our shareholders and other stakeholders through Responsible Growth. Responsible Growth aligns with the BRT Statement’s five core commitments:

 

       

Delivering value

to our customers

      

Investing in our

employees

      

Dealing fairly

and ethically with

our suppliers

      

Supporting the
communities in

which we work

      

Generating

long-term value

for shareholders

We drive Responsible Growth by being client focused. That is at the core of how we live our values, deliver our purpose and achieve Responsible Growth. Our purpose is to help make financial lives better, through the power of every connection.

     

Part of driving Responsible Growth is ensuring that growth is sustainable. Key to this is being a great place to work for our employees. See page 35 for more information on our human capital management practices.

     

Through our Supplier Diversity & Responsible Sourcing Program, we support economic growth and development for the communities that we serve by ensuring the inclusion of diverse and U.S. small businesses in our outsourcing decisions.

     

Responsible Growth includes sharing success with the communities in which we operate, and a focus on ESG leadership. See page 33 for more information on how we use our ESG leadership to support our communities.

     

Our shareholders provide the capital that allows us to invest, grow, and innovate. In return, we are committed to Responsible Growth and delivering long-term value to our shareholders. See our 2020 Annual Report and page ii for more information on our company’s 2020 performance.

 

 

(1)

Company goals are aspirational and not guarantees or promises that all goals will be met. Statistics and metrics included in this “Responsible Growth” section are estimates and may be based on assumptions or developing standards. Content available at websites and in documents referenced in this section are not incorporated herein and are not part of this proxy statement.

 

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Responsible Growth

 

 

Making a global impact

As a global financial institution, we recognize that one of the most critical roles we can play is accelerating the deployment of capital to address the 17 United Nations Sustainable Development Goals (SDGs), which are directed toward building a sustainable, prosperous future for all of us. There is a significant gap between the amount of capital needed to address these global challenges and the amount that is being mobilized today. As the public sector and nonprofits cannot fill this gap alone, private sector engagement is critical. Our enterprise-wide focus on sustainable finance taps the power and scale of the capital markets to deliver on both profitability and progress. It is designed to unlock the necessary financing to address these major global and local challenges such as affordable housing, sustainable energy, clean water and sanitation, education, and health care. In 2020, we mobilized and deployed approximately $100 billion in capital annually to address these issues. Through the combined resources and expertise of the global financial community, government, and nonprofit organizations, we can address problems through business decisions that improve our communities, generate growth, and lead to a return on investment.

Our 2020 and early 2021 sustainable finance and ESG highlights

Highlights of our sustainable finance work in 2020 and early 2021 include:

 

 

Environmental Business Initiative: Our Environmental Business Initiative will direct at least $445 billion to low-carbon, sustainable business activities by 2030. Since 2007 when it was launched, we have mobilized more than $200 billion to these efforts across the globe.

 

 

Tax equity for renewables: We have been the top tax equity investor in the U.S. since 2015. Our Tax Equity renewable energy portfolio at the end of 2020 was approximately $10.1 billion. Our investments have contributed to the development of approximately 17% (33GW) of total installed renewable wind and solar energy capacity in the U.S.

 

 

Green, social and sustainability bonds: In 2020, we issued a $1 billion corporate social bond to support those on the front lines of the health crisis; and a first-of-its kind $2 billion equality progress sustainability bond to help advance racial equality, economic opportunity and environmental sustainability. Since 2013, Bank of America has issued $9.85 billion in eight corporate Green, Social and Sustainability Bonds. We have also been a leader in ESG-themed bond underwriting globally since 2007, having underwritten more than $75 billion on behalf of more than 225 clients, supported more than 400 deals, and provided critical funding to environmental and social projects.

 

 

Community Development Financial Institutions (CDFI) lending: We originated over $394 million in loans and investments as part of our more than $1.8 billion portfolio in 256 CDFIs to finance affordable housing, economic development projects, small businesses, health care centers, charter schools, and other community facilities and services.

 

 

Small business lending. We provide dedicated support to meet the needs of our 13 million small business owners and are a top lender in the U.S. Small Business Administration’s 504 and 7(a) programs, according to the FDIC. More than half (54%) of all small business loans booked in 2020 were made to LMI borrowers.

 

 

Blended Finance Catalyst Pool: Our Blended Finance Catalyst Pool will provide $60 million from Bank of America to leverage additional private capital to help address the United Nations SDGs. We finalized commitments totaling $15 million in four different blended finance vehicles that will help mobilize more than $500 million in total investor funds.

 

 

Affordable homeownership: Having surpassed our initial commitment of $5 billion, in February 2021, we tripled our Bank of America Community Homeownership Commitment® to $15 billion through 2025, aiming to help more than 60,000 low- and moderate-income (LMI) individuals and families purchase a home. Since 2019, the initiative has helped nearly 21,000 individuals and families purchase a home and over $180 million in down payment and closing cost grants.

 

 

Community Development Banking: We provided a record $5.87 billion in loans, tax credit equity investments and other real estate development solutions through $3.62 billion in debt commitments and $2.25 billion in investments to help build strong, sustainable communities by financing affordable housing and economic development across the country. Between 2005 and 2020, we financed more than 215,000 affordable housing units.

 

 

Sustainable client balances: At year-end 2020, we had $36.8 billion in assets in our wealth management business with a clearly defined ESG investment approach.

 

 

Philanthropic investments: In 2020, we increased our philanthropy to more than $350 million, including $100 million to support communities impacted by the health and humanitarian crisis, and $250 million to drive economic mobility and social progress in the communities we serve. We continue to advance economic mobility and nonprofit leadership through our Neighborhood Builders and Neighborhood Champions programs, investing $256 million to support more than 1,000 nonprofits and 2,000 nonprofit executives since 2004. Last year, through local partnerships and our own Student Leaders program, we connected more than 4,000 young people to early employment.

 

 

Climate risk and ESG disclosure: We disclose our risk and governance practices under several frameworks including new ESG Stakeholder Capitalism metrics developed by the World Economic Forum’s International Business Council. We issued our first report under the recommendations of the Task Force on Climate-related Financial Disclosures (TDFD), and our first Sustainability Accounting Standards Board (SASB) report. This is in addition to publicly disclosed information about how we manage climate risk in the MD&A section of our 2020 Annual Report on Form 10-K and reporting through the Global Reporting Initiative (GRI) and CDP global disclosure system. We also disclose our ESG strategy, policies, and practices in our Environmental and Social Risk Policy Framework and Human Capital Management Report.

 

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Other ESG highlights include:

 

 

Net zero commitment: We are carbon neutral and purchase 100% renewable electricity. We have committed to achieving net zero greenhouse gas emissions in our financing activities operations and supply chain before 2050.

 

 

Pathways: Since 2018, Bank of America’s Pathways program has fueled our enterprise-wide talent pipeline, as we have hired more than 10,000 employees from LMI neighborhoods – well ahead of our commitment to do so by 2023. We do this through partnerships with community colleges and long-time partners such as Year Up, UnidosUS and the National Urban League.

 

 

Employee giving and volunteering: In response to the health and humanitarian crisis and the need to advance racial equality, we lowered our matching gift minimum to $1, and doubled our match for donations to 17 organizations focused on racial equality and economic opportunity. Last year, despite shifting to a virtual environment, our employees volunteered over 1.1 million hours and directed $65 million to communities through individual giving and our company’s matching gifts program.

 

 

Women’s economic empowerment: We expanded opportunities for 50,000 women entrepreneurs, with a focus on women of color, to participate in the Bank of America Institute for Women’s Entrepreneurship at Cornell, the only online Ivy League certificate program for women business owners in the world. More than 20,000 women are currently enrolled, representing over 85 countries, including the United States.

 

 

Arts and Culture: We remain steadfast in our support of arts and culture, providing more than $50 million in support to arts and culture nonprofits around the world last year. We fulfilled all commitments in 2020, whether or not partners were open and/or their programming had been digitized, postponed or canceled.

 

 

Youth employment: In 2020, we supported youth employment and helped 4,000 young adults get summer jobs through summer youth employment grants, the Student Leaders Program, and our Financial Center Intern Program - many of which were held virtually.

 

 

Better Money Habits®. Through our Better Money Habits platform, we continue to connect people to relevant advice, tools and guidance that empowers them to take control of their finances. Content on the Better Money Habits website was accessed for free over 6 million times, and consumers clicked through to make an appointment more than 23,000 times. Mejores Habitos Financieros, our Spanish site, was accessed more than 1 million times. To further extend these resources in LMI communities, more than 4,300 employee volunteers serve as Better Money Habits Volunteer Champions, delivering financial know-how in partnership with local nonprofits across the U.S.

Being a great place to work

Being a diverse and inclusive workplace

Creating an inclusive environment starts at the top and extends to all teammates. Our Board, its committees and our CEO play a key role in the oversight of our culture, holding management accountable for ethical and professional conduct and a commitment to being a great place to work.

Our Board and its committees, among other things:

 

LOGO     

Oversee our human capital management strategies, programs, and practices, including the progress on our diversity and inclusion (D&I) goals

 

            LOGO  

Oversee our establishment, maintenance, and administration of appropriately designed compensation programs and plans

 

            LOGO  

Review our annual Employee Engagement Survey results, including our Engagement and D&I indices

 

    

           
    

 

LOGO            

     LOGO     
    
       LOGO  

Bank of America was

1 of only 5

 

S&P 100 companies
with 6 or more women
on the board(2)

 

 

 

 

(1)

Of our 16 directors nominees, including our CEO

(2)

As of February 26, 2021

 

2021 PROXY STATEMENT     35


Table of Contents

Responsible Growth

 

 

                
   

Global Diversity &

Inclusion Council (GDIC)

          

Goal setting/

accountability

          

Chief Diversity &

Inclusion Officer

    
   
 

The GDIC, which has been chaired by our CEO since 2007, promotes diversity goal setting, which is embedded in our performance management process and occurs at all levels of the organization.

 

The GDIC consists of senior executives from every group and has been in place for over 20 years. The Council sponsors and supports business, operating units and regional diversity and inclusion councils to ensure alignment to enterprise diversity strategies and goals.

 

       

The CEO and the management team set the D&I goals of the company. Each management team member has action-oriented diversity targets, which are subject to our quarterly business review process, used as part of talent planning, and included in Board- reviewed scorecards.

 

        We have a senior Human Resources executive who partners with the CEO and management team to drive our diversity and inclusion strategy, programs, initiatives, and policies.   
                
    Management levels            Campus hires            Managers     
   
 

We have built robust analytics and put processes in place at all levels of the company to drive progress and accountability. We measure diversity progress across our top three management levels, comprised of approximately 1,300 people in senior roles.

 

       

We are focused on building a strong, diverse talent pipeline of future leaders. Through recruitment and professional development efforts and partnerships, we are attracting and working to retain some of the best and most diverse talent from around the world.

 

       

We hold our more than 20,000 managers accountable for driving progress in diversity within their teams. We also provide opportunities for managers to sponsor and support rising talent to continue building our diverse workforce.

 

  
                

Achieving strong operating results starts with our teammates, and we know we must reflect the diversity of the clients and communities we serve. Our diversity makes us stronger, and the value we deliver as a company is strengthened when we bring broad perspectives together to meet the needs of our diverse stakeholders.

Our company has built a diverse pipeline of candidates for positions at all levels of the company, including leadership positions, as demonstrated in our published diversity representation metrics. For over a decade, our company has had a longstanding practice of utilizing diverse slates in order to grow diversity at the top and middle levels of the company. To further demonstrate our commitment to this important practice, we have formalized this long-standing practice for the use of diverse candidate slates into a policy. The use of diverse slates, amongst other practices, has resulted in strong representation across our company where our broad employee population mirrors the clients and communities we serve:

 

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36 BANK OF AMERICA


Table of Contents

Responsible Growth

 

 

 

To help drive a culture of inclusion, we have developed and provide employees access to a range of programs and resources focused on building understanding and driving progress in the workplace.

 

Diversity Leadership Councils:

We encourage peer-to-peer support through our diversity leadership councils. Our councils convene regularly to hear from our management team and external thought leaders, provide oversight of our diversity commitment, discuss strategies to improve advocacy, sponsorship and retention, address unique obstacles to career advancement and grow client relationships.

 

Employee Networks:

Our leadership councils work closely with our 11 Employee Networks, comprised of 330+ chapters and more than 200,000 memberships worldwide. Employee Networks provide teammates with opportunities to develop leadership skills, build strong ties with local communities, broaden views of diversity, and create a more inclusive workplace and environment.

 

External Partnerships:

In addition to our leadership councils and Employee Networks, we reinforce our commitment to diversity and expand our impact by partnering with other organizations focused on advancing and driving inclusion in the workplace.

 

 

Attracting and developing exceptional talent

A key aspect of Responsible Growth is attracting and retaining exceptional talent from around the world to Bank of America. This starts with how we recruit new employees and extends to the many ways we support their professional development and career growth.

Recruiting diverse talent to our company: Starting with early identification programs, we connect first- and second-year college students to opportunities across the company to equip them with the knowledge and skills to meet their full potential. Our campus programs also pair thousands of interns with leaders across the company to make an impact from the start. Our campus recruitment initiatives and partnerships are fueling a pipeline of diverse talent to our company. We hire from more than 350 universities around the world to fill internship and full-time positions, including 16 Hispanic-Serving Institutions in key locations, including Puerto Rico, and 17 Historically Black Colleges and Universities (HBCUs). Through our Africa Internship Program, we hire interns from universities in Côte d’Ivoire, Egypt, Ghana, Kenya, Nigeria, Rwanda, South Africa, Togo, Uganda and Zimbabwe. We also partner with more than 30 organizations focused on advancing diverse talent.

 

    

 

                                           
 

In 2020, we welcomed another diverse

summer internship class

 

       

We continue to drive progress in the diversity of our

future leaders, as seen through our campus hires

 

 
 

47%

 

women among

global interns

       

54%

 

people of color among
U.S. interns

       

45%

 

women among

campus hires

       

54%

 

people of color among
campus hires

 

    

 

                                           

 

2021 PROXY STATEMENT     37


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In addition to early identification and campus programs, we focus on recruiting members of the military and veterans, LGBT+ individuals, people with disabilities and individuals from low-and-moderate income (LMI) communities.

 

  Development opportunities. We recognize how important it is for employees to develop and progress in their careers. That’s why we provide a variety of resources to help employees grow in their current roles and build new skills—including learning tools, leadership development programs, and pathways to new opportunities and reskilling. At all levels of our company, we provide current and prospective teammates with visibility into available roles and cross-functional opportunities as they consider what’s next for their careers.

 

  Listening to our employees. We have conducted an annual Employee Engagement Survey for nearly two decades. The results of the survey and the process of continuous improvement that ensues is discussed with the Board at least annually.

Helped

21K+

teammates find roles

at our company

 

     

Supported

the career

development of

45K+

Consumer &

Small Business,

Merrill and Private

Bank teammates

annually through

The Academy, our

award-winning,

high-tech curriculum

 

Hired

10K

individuals from

    LMI communities —    

well ahead of our

2023 commitment

   

 

 

 

Employee Engagement Survey and turnover results

In 2020, our commitment to Responsible Growth and our efforts to make our company a great place to work resulted in a record high employee engagement score and historically low turnover across the company.

 

 

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Responsible Growth

 

 

Supporting employees’ physical, emotional and financial wellness

We are committed to supporting our employees’ and their families’ wellbeing by offering flexible, competitive benefits, and through major life events.

 

 

Physical wellness. Our approach to physical wellness is built on the things we can do to help address health risks and manage health care costs for our employees, including robust health and insurance benefits and wellness resources. Between current U.S.–based employees and their families and retirees, we are responsible for providing comprehensive health and wellness benefits to nearly 400,000 people.

 

  O   

Since 2012, there has been no increase in medical premiums for teammates earning less than $50,000. And since 2016, teammates who earn $50,000 to less than $100,000 have only seen a 2% increase. For all teammates, we vary the medical premium contribution by annual pay level, with larger company subsidies for those earning less. Also, our average contribution increases since 2012 have been at or below national health care trends.

 

  O   

Teammates are encouraged to complete wellness activities—and receive a $500 credit to their annual medical plan premium.1 If the employee’s spouse/partner also completes these activities, this credit is increased to $1,000. More than 86% of employees and their spouses/partners complete the wellness activities annually.

 

 

Emotional wellness. Through a range of innovative and flexible programs and benefits, we support our employees through everyday challenges, special moments, and critical life events.

 

  O   

Twenty-six weeks of parental leave—16 weeks of which are fully paid for eligible teammates. Additionally, we offer a variety of other leave options, including personal, medical and military leaves. Full-time teammates are also eligible for 20 days of paid bereavement leave after losing a spouse, partner or child.

 

  O   

Family Planning Reimbursement program that provides teammates with the flexibility to choose reimbursement for eligible adoption, fertility and/or surrogacy expenses, up to a collective $20,000 lifetime maximum over the course of their career at Bank of America; a Family Support program offering expert pregnancy, fertility, egg freezing, adoption, surrogacy, infancy and postpartum support at no cost for new or future parents and their spouses or partners(1); and comprehensive back-up and childcare reimbursement programs

 

  O   

Through our partnership with Thrive Global, we provide training for managers, plus a global expansion of training this spring for all global teammates, focusing on stress management, mindfulness, building resiliency and understanding mental health warning signs.

 

  O   

Unlimited, confidential, free 24/7 phone access to specialists for counseling during difficult moments for teammates and eligible household members, plus six free face-to-face counseling sessions per issue

 

  O   

No-cost mindfulness apps and ongoing mindfulness training for teammates

 

 

Financial wellness. The business case for financial wellness is clear—if employees are not financially well, there is a greater chance that they may not be physically or emotionally well. That’s why we offer robust financial benefits focused on driving better behaviors across life priorities and the financial spectrum.

 

  O   

Automatically enrolling teammates into the 401(k) plan, as we know starting to save early helps with financial planning for retirement. Based on service for eligible U.S. teammates, we make an annual contribution of 2%—3% regardless of employee 401(k) contribution level. We also have matching contributions of up to 5% of eligible pay on a dollar-for-dollar basis.

 

  O   

Reimbursement for eligible adoption fertility and/or surrogacy expenses up to a maximum of $20,000 throughout an employee’s career with us

 

  O   

Financial assistance through our Employee Relief Fund for teammates who experience loss due to natural disasters or other unexpected emergency hardships. Teammates can receive up to $2,500 in relief for a qualified disaster and up to $5,000 for an emergency hardship. We also recognize some employees have been impacted by the coronavirus, such as having a spouse/partner who has lost income or their job.

 

  O   

Better Money Habits®, a free education resource helping people improve their financial wellness, through our partnership with Khan Academy

 

  O   

Experienced independent financial counselors through our Benefits Education & Planning Center for teammates to receive free, personalized, confidential guidance to help them get the most out of their employee benefits and investment education to help them achieve their financial goals

 

  O   

The Financial Wellness Tracker available through Benefits OnLine helps teammates assess where they are financially and connects them with personalized suggestions and company resources to improve their financial health.

 

  O   

Charitable donations through our Employee Giving Program, including credit card and payroll contributions that can be automatically doubled with matching gifts up to a total of $5,000 per year. Each year, our teammates direct more than $70 million to communities via individual giving and our company’s matching gift program.

 

 

Supporting our employees. Life Event Services (LES) is an internal, highly specialized group that provides personalized support for major life events, including connecting employees to resources, benefits and counseling. In response to the current global health crisis, LES has assisted 60,000 teammates and/or their families who may have been impacted. Since its inception, LES has supported teammates through more than 140,000 moments that matter.

 

(1)

Available to those on national bank medical plans.

 

2021 PROXY STATEMENT     39


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Responsible Growth

 

 

Recognizing and rewarding performance

Equal pay for equal work

We are committed to equal pay for equal work. We maintain robust policies and practices that reinforce equal pay for equal work, including reviews with oversight from our Board and senior leaders. For over a decade, we have conducted rigorous processes and analyses with outside experts to examine individual employee pay before year-end compensation decisions are finalized, and we adjust compensation where appropriate.

We also have a standard U.S. practice that restricts the solicitation of compensation information from candidates during our hiring process. This helps ensure that we consider new hires for their individual qualifications and roles, rather than how they may have been previously compensated.

We believe our pay-for-performance approach—combined with our focus on workforce representation—will continue driving the advancement and representation of women and people of color in our company.

In 2020, we continued to compensate our employees fairly and equitably as demonstrated through our equal pay of equal work review. Similar to 2019, our 2020 review covered our regional leadership hubs (U.S., U.K., France, Ireland, Hong Kong, and Singapore) and India. Results of this equal pay for equal work review showed:

 

LOGO

 

Competitive compensation

We pay our employees fairly based on market rates for their roles, experience, and how they perform, and we regularly benchmark against other companies both within and outside our industry to help ensure our pay is competitive.

We are an industry leader in establishing an internal minimum rate of pay above all mandated minimums for our U.S. hourly employees, and have made regular increases over the past several years. Our minimum hourly wage for U.S. teammates was raised to $20 in the first quarter of 2020, more than one year earlier than planned.

With our teammates called upon to address unprecedented challenges and headwinds in the broader environment, working in support of each other, our clients and the communities where we work and live, in first quarter 2021 we recognized employees with Delivering Together compensation awards. These awards build on the Shared Success awards announced to employees in the fourth quarters of 2017, 2018 and 2019. This year, approximately 97% of teammates will receive a Delivering Together award.

 

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40 BANK OF AMERICA


Table of Contents

Responsible Growth

 

 

Recognition

We are honored to be recognized by organizations and media around the world for our ESG commitments and initiatives and for our efforts to be a great place to work.

In 2020, we were recognized by Fortune as one of its 100 Best Companies to Work For, Working Mother as #1 Best Company for Dads, and Euromoney as the World’s Best Bank for Corporate Responsibility, among many others. Below are some of our most recent awards.

 

Fortune

100 Best Companies to Work For (2020, 2019)

Best Big Companies to Work For (2020, 2019)

only financial services company recognized two years in a row

75 Best Large Workplaces for Women (2020, 2019)

Best Workplaces in Financial Services & Insurance (2020, 2019)

100 Best Workplaces for Diversity (2019)

Best Workplaces for Parents (2020, 2019)

50 Best Workplaces for Giving Back (2018)

Change the World (2020, 2019, 2018, 2016)

Euromoney

World’s Best Bank for Corporate Responsibility (2020)

Excellence in Leadership in North America (2020) North America’s Best Digital Bank (2020)

North America and Latin America’s Best Bank for Transaction Services (2020)

North America’s Best Bank for Small to Medium-Sized Enterprises (2020)

World’s Best Bank for Diversity and Inclusion (2019)

World’s Best Bank (2018)

World’s Best Bank for Corporate Social Responsibility (2017)

Asia’s Best Bank for Corporate Social Responsibility (2019)

Barron’s

100 Most Sustainable Companies (2020)

Top Women Advisors (2020) recognized for the 15th consecutive year

LinkedIn

50 Top Companies in the U.S. (2019)

top ranking financial institution

Working Mother

Top Wealth Advisor Moms (2020) 125 Merrill advisors recognized

100 Best Companies (32 consecutive years)

Best Companies for Multicultural Women (2020, 2019)

Best Companies for Dads (2020, 2019)

Diversity Best Practices Inclusion Index (2020)

U.S. Environmental Protection Agency

EPA Green Power Leadership Award for Excellence in Green Power Use (2019)

The Banker

Most Innovative Investment Bank of the Year for Corporate Social Responsibility (2019)

Climate Leadership Awards

Innovative Partnership Certificate (2019)

Catalyst

Catalyst Award Winner (2019) recognized for investing in women

Forbes

Corporate Responders (#13) (2020)

Top Women Wealth Advisors (2020) 240 Merrill advisors recognized

World’s Best Employers (2019)

Bloomberg

Gender-Equality Index (2018-2020)

Financial Services Gender-Equality Index (2016-2017)

Brandon Hall

25 Human Capital Management Excellence Awards (2020)

RateMyPlacement

Top 100 Undergraduate Employers (2019-2020)

PEOPLE Magazine

Companies that Care (2020, 2019)

AnitaB.org

Top Companies for Women Technologists (2019)

Diversity MBA Magazine

50 Out Front: Best Places for Women & Diverse Managers to Work (2020, 2019)

JUST Capital

JUST 100 (2019-2021)

Military Times

Best for Vets: Employers (2020, 2019)

Stonewall UK Workplace Equality Index

Top 100 Employers (2020, 2019)

Fatherly

Certified Best Place to Work for Dads (2019)

American Council on Renewable Energy (ACORE)

Renewable Energy Leadership Award (2019)

Dow Jones Sustainability Index

World Index (top 10% of banks) (2019)

North America Index (top 20% of banks) (2020, 2019)

Stevie Awards

9 Awards for Great Employers (2020)

UK Armed Forces Covenant

Employer Recognition Scheme Gold Award (2016-2020)

U.S. Veterans Magazine

Top Veteran-Friendly Company (2020)

Equileap

U.S. and Global Gender Equality Reports (2019)

ranked the #2 company in U.S. for gender equality in the workplace

Black Enterprise

50 Best Companies for Diversity (2018)

Dave Thomas Foundation for Adoption

100 Best Adoption-Friendly Workplaces (2020, 2019)

Disability:IN and the American Association of People with Disabilities

Disability Equality Index (2020) scored 100%

Global Employer of the Year (2019)

National Association of Asian American Professionals

Milestone Honor Award (Asian Leadership Network, 2016)

Global Finance Magazine

Best Bank in the United States (2020)

Best Bank in North America (2020)

Best Digital Consumer Bank in the United States (2020)

Best Bank in the World (2019)

LATINA Style

Company of the Year (2020)

Top 50 Best Companies for Latinas to Work for in the U.S. (21 consecutive years)

Top 12 Companies of the Year (2019)

Top 12 Employee Resource Groups of the Year (Hispanic-Latino Organization for Leadership & Advancement, 2019)

National Association for Female Executives (NAFE)

Top Companies for Executive Women (12 years)

PR News

CSR Award for Employee Relations (2019)

CDP

Climate Change A List (2020) named for the tenth year

Supplier Engagement Leaderboard (2020)

Center for Political Accountability

Trendsetter on CPA-Zicklin Index of Corporate Political Disclosure and Accountability (2016-2020)

 

 

2021 PROXY STATEMENT     41


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Related person and certain other transactions

 

 

Related person and certain other transactions

Our related person transactions policy in our Corporate Governance Guidelines sets forth our policies and procedures for reviewing and approving or ratifying any transaction with related persons (directors, director nominees, executive officers, shareholders holding 5% or more of our voting securities, or any of their immediate family members or affiliated entities). Our policy covers any transactions where the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year, our company is a participant, and a related person has or will have a direct or indirect material interest.

Under our related person transactions policy, our Corporate Governance, ESG, and Sustainability Committee must approve or ratify any related person transactions, and when doing so, consider: the related person’s interest in the transaction; whether the transaction involves arm’s-length bids or market prices and terms; the transaction’s materiality to each party; the availability of the product or services through other sources; the implications of our Code of Conduct or reputational risk; whether the transaction would impair a director’s or executive officer’s judgment to act in our company’s best interest; the transaction’s acceptability to our regulators; and in the case of an independent director, whether the transaction would impair his or her independence or status as an “outside” or “non-employee” director.

Our Board has determined that certain types of transactions do not create or involve a direct or indirect material interest on the part of the related person and therefore do not require review or approval under the policy. These include transactions involving financial services, including: loans and brokerage; banking, insurance, investment advisory, or asset management services; and other financial services we provide to any related person, if the services are provided in the ordinary course of business, on substantially the same terms as those prevailing at the time for comparable services provided to non-affiliates, and comply with applicable law, including the Sarbanes-Oxley Act of 2002 and Federal Reserve Board Regulation O.

A number of our directors, director nominees, and executive officers, their family members, and certain business organizations associated with them are or have been customers of our banking subsidiaries. All extensions of credit to these persons have been made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time in comparable transactions with persons not related to our company and did not involve more than the normal risk of collectability.

Occasionally, we may have employees who are related to our executive officers, directors, or director nominees. We compensate these individuals in a manner consistent with our practices that apply to all employees. The sister of Mr. Thong M. Nguyen, an executive officer, and the brother of Dr. Zuber, a director and nominee, are each employed by the company in non-executive, non-strategic positions, and each received compensation in 2020 of approximately $180,000 and $300,000, respectively. Dr. Zuber’s brother’s compensation is primarily commissions based. The methodology through which his compensation is calculated is consistent with that used for other financial advisors in similar roles. The compensation and other terms of employment of both Mr. Nguyen’s sister and Dr. Zuber’s brother are determined on a basis consistent with the company’s human resources policies.

Our company and Mr. Moynihan are parties to an aircraft time-sharing agreement, as disclosed in prior proxy statements and approved by our Corporate Governance, ESG, and Sustainability Committee in December 2010. In addition, the company and each of our executive officers have entered into nonexclusive aircraft time-sharing agreements. These agreements provide a means under Federal Aviation Administration regulations for our executive officers to reimburse the company for incremental costs of permitted personal travel on our company’s aircraft. To the extent such aircraft usage exceeds the dollar threshold in our related person transactions policy, it will be reviewed for approval or ratification by our Corporate Governance, ESG, and Sustainability Committee.

Based on information contained in separate Schedule 13G filings with the SEC, each of Warren E. Buffett/Berkshire Hathaway Inc. (Berkshire Hathaway), BlackRock, Inc. (BlackRock), and The Vanguard Group (Vanguard) reported that it beneficially owned more than 5% of the outstanding shares of our common stock as of December 31, 2020 (see “Stock ownership of directors, executive officers, and certain beneficial owners” on the next page). In the ordinary course of our business during 2020, our subsidiaries provided and are expected to continue to provide financial advisory, sales and trading, treasury, and other financial or administrative services to Berkshire Hathaway, BlackRock, and Vanguard and their subsidiaries. These transactions were entered into on an arm’s-length basis and contain customary terms and conditions. Our company and its subsidiaries may also, in the ordinary course, invest in BlackRock or Vanguard funds or other products or buy or sell assets to or from BlackRock or Vanguard funds and separate accounts.

 

42 BANK OF AMERICA


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Stock ownership of directors, executive officers, and certain beneficial owners

 

 

Stock ownership of directors, executive officers, and certain beneficial owners

Our voting securities are our common stock, Series B Preferred Stock, and Series 1, 2, 4, and 5 Preferred Stock. The following table shows the number of shares of our common stock beneficially owned as of March 1, 2021 by: (i) each director; (ii) each named executive officer; (iii) all directors and executive officers as a group; and (iv) beneficial owners of more than 5% of any class of our voting securities (as determined under SEC rules). As of that date, none of our directors and executive officers owned any shares of any class of our voting securities, other than as reported in the table below, or had any outstanding options or warrants for such shares. Each director, each named executive officer, and all directors and executive officers as a group beneficially owned less than 1% of our outstanding common stock. Unless otherwise noted, all shares of our common stock are subject to the sole voting and investment power of the directors and executive officers. The table below also contains information about other stock units that are not deemed beneficially owned under SEC rules.

 

Name

Other stock units

Total

Common stock
beneficially
owned

Deferred director
stock awards
(1)

Unvested restricted
stock units
(2)

Directors

 

 

 

 

 

 

 

 

 

 

 

 

Sharon L. Allen(3)

  99,927            —           —            99,927

Susan S. Bies

  170,931            —           —            170,931

Jack O. Bovender, Jr.

  139,470            —           —            139,470

Frank P. Bramble, Sr.(4)

  93,417            176,263           —            269,680

Pierre J.P. de Weck

  70,480            —           —            70,480

Arnold W. Donald

  88,704            6,644           —            95,348

Linda P. Hudson

  19,507            78,564           —            98,071

Monica C. Lozano

  3,000            176,893           —            179,893

Thomas J. May(5)

  2,142            333,796           —            335,938

Lionel L. Nowell III

  3,930            118,029           —            121,959

Denise L. Ramos

  —            25,357           —            25,357

Clayton S. Rose(6)

  25,515            25,477           —            50,992

Michael D. White(7)

  85,650            51,562           —            137,212

Thomas D. Woods(8)

  77,229            —           —            77,229

R. David Yost

  64,153            135,759           —            199,912

Maria T. Zuber

  30,605            —           —            30,605

Named Executive Officers

 

 

 

                      

 

 

 

Brian T. Moynihan(9)

  2,044,211              —           1,667,069              3,711,280  

Paul M. Donofrio

  853,875              —           546,307              1,400,182  

Dean C. Athanasia(10)

  330,963              —           517,641              848,604  

Geoffrey S. Greener

  987,168              —           546,307              1,533,475  

Thomas K. Montag(11)

  3,312,931              —           878,300              4,191,231  

All directors and executive officers as a group (28 persons)(12)

  11,049,969              1,128,344           6,593,109              18,771,422  

 

Name

Common stock
beneficially
owned

Percent of
class

Certain Beneficial Owners

 

 

 

 

 

 

Warren E. Buffett/Berkshire Hathaway Inc.(13)

  1,032,852,006       12.0%      

The Vanguard Group(14)

  614,743,131       7.1%      

BlackRock, Inc.(15)

  515,170,704       6.0%      

 

(1)

For non-management directors, includes stock units credited to their accounts pursuant to deferrals made under the terms of the Director Deferral Plan (DDP). These stock units do not have voting rights and are not considered beneficially owned under SEC rules. Each unit has a value equal to the fair market value of a share of our common stock. These units, which are held in individual accounts in each director’s name, will be paid in cash upon the director’s retirement if vested at that time.

 

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Stock ownership of directors, executive officers, and certain beneficial owners

 

 

(2)

Includes the following stock units, which are not treated as beneficially owned under SEC rules because the holder does not have the right to acquire the underlying stock within 60 days of March 1, 2021 and/or the stock units will be paid in cash and therefore do not represent the right to acquire stock:

 

Name

  Time-based RSUs
(TRSUs)
   

Cash-settled RSUs

(CRSUs)

   

Performance RSUs

(PRSUs)

    Total stock
units
 

Brian T. Moynihan

    297,486                 213,821                 1,155,762                 1,667,069    

Paul M. Donofrio

    213,818                 —                 332,489                 546,307    

Dean C. Athanasia

    203,705                 —                 313,936                 517,641    

Geoffrey S. Greener

    213,818                 —                 332,489                 546,307    

Thomas K. Montag

    343,967                 —                 534,333                 878,300    

All executive officers as a group

    2,471,471                 213,821                 3,907,817                 6,593,109    

Each stock unit has a value equal to the fair market value of a share of our common stock, but does not confer voting rights. TRSUs will be settled 100% in shares of our common stock at vesting or, in certain circumstances, after termination of employment, and include the right to receive dividend equivalents. CRSUs do not include the right to receive dividend equivalents and will be paid in cash. PRSUs include the right to receive dividend equivalents and vest subject to attaining pre-established performance goals. To the extent earned, PRSUs will be settled 100% in shares of our common stock. For unearned PRSUs, the stock units shown include the number of PRSUs granted assuming 100% of the award will be earned; however, the actual number of stock units earned may vary depending upon achieving performance goals. Because they are economically comparable to owning shares of our common stock, certain of these stock units currently qualify for purposes of compliance with our stock ownership and retention requirements, except for PRSUs, which qualify only when earned.

 

(3)

Includes 1,000 shares of our common stock for which Ms. Allen shares voting and investment power with her spouse.

 

(4)

Includes 50,000 shares of our common stock for which Mr. Bramble shares voting and investment power with his spouse.

 

(5)

Includes 25,266 stock units held by Mr. May under the FleetBoston Director Stock Unit Plan, 3,508 stock units held under the Bank Boston Director Retirement Benefits Exchange Program, and 6,163 stock units held under the Bank Boston Director Stock Award Plan.

 

(6)

Includes 25,515 shares of our common stock for which Dr. Rose shares voting and investment power with his spouse.

 

(7)

Includes 77,000 shares of our common stock for which Mr. White shares voting and investment power with his spouse.

 

(8)

Includes 50,003 shares of our common stock for which Mr. Woods shares voting and investment power with his spouse.

 

(9)

Includes 58,376 shares of our common stock for which Mr. Moynihan shares voting and investment power with his spouse.

 

(10)

Includes 330,963 shares of our common stock for which Mr. Athanasia shares voting and investment power with his spouse.

 

(11)

Includes 812,061 shares of our common stock held by Mr. Montag in a family trust for which Mr. Montag shares investment power with his spouse, who is trustee.

 

(12)

Such persons have sole voting and investment power over 8,990,574 shares of our common stock and shared voting or investment power or both over 2,059,395 shares of our common stock.

 

(13)

Consists of common stock held indirectly by Warren E. Buffett, 3555 Farnam Street, Omaha, NE 68131 and Berkshire Hathaway Inc., 3555 Farnam Street, Omaha, NE 68131. According to a Schedule 13G/A filed with the SEC on February 16, 2021, Mr. Buffett and Berkshire Hathaway Inc. had shared voting and investment power with respect to all 1,032,852,006 shares. Information about other entities deemed to share beneficial ownership of the shares, including their voting and investment power, is disclosed in the Schedule 13G/A.

 

(14)

Consists of common stock held by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355. According to a Schedule 13G/A filed with the SEC on February 10, 2021, The Vanguard Group had sole investment power with respect to 580,926,222 shares, shared voting power with respect to 12,390,013 shares, and shared investment power with respect to 33,816,909 shares.

 

(15)

Consists of common stock held by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055. According to a Schedule 13G/A filed with the SEC on February 5, 2021, BlackRock, Inc. had sole voting power with respect to 444,687,301 shares and sole investment power with respect to 515,170,704 shares.

 

44 BANK OF AMERICA


Table of Contents

Director compensation

 

 

Director compensation

Our director compensation philosophy is to appropriately compensate our non-management directors for the time, expertise, and effort required to serve as a director of a large, complex, and highly regulated global company, and to align the interests of directors and long-term shareholders.

Annual payments are made after the directors are elected by shareholders. Directors who begin their Board or committee chair service other than at the annual meeting of shareholders receive a prorated amount of annual compensation. Mr. Moynihan receives no compensation for his services as our sole management director.

2020 Director pay components

The primary elements of annual compensation and incremental awards for our non-management directors for 2020, all of whom are independent, are provided in the table below. Incremental awards recognize additional responsibilities and the time commitment of these critical Board leadership roles.

 

    Incremental awards for board leadership

Annual award components

Non-

management

directors

($)

Lead

Independent
Director

($)

Audit &

Enterprise Risk

Committee chairs

($)

Compensation and
Human Capital &
Corporate Governance,
 ESG, and Sustainability 
Committee chairs

($)

Cash Award

  100,000   50,000   40,000   30,000

Restricted Stock Award

  250,000   100,000   N/A   N/A

The annual restricted stock award in 2020 was made pursuant to the Bank of America Key Employee Equity Plan (KEEP). The number of restricted shares awarded is equal to the dollar value of the award divided by the closing price of our common stock on the NYSE on the grant date, rounded down to the next whole share, with cash paid for any fractional share. Dividends are paid on the award when they are paid on shares of our common stock. The annual restricted stock award is subject to a one-year vesting requirement. If a director retires before the one-year vesting date, a prorated amount of the award vests based on the number of days the director served during the vesting period before retirement. Any unvested amount of the award is forfeited.

2020 Director compensation review

Our Compensation and Human Capital Committee annually reviews and periodically recommends updates to the director compensation program to our Board for approval. The Committee’s recommendation takes into account our director compensation philosophy, changes in market practices, and consultation with the Committee’s independent compensation consultant, Farient Advisors. No changes were made to the form or amount of director compensation as part of the 2020 review.

Director deferral plan

Non-management directors may elect to defer all or a portion of their annual restricted stock or cash awards through the Bank of America Corporation Director Deferral Plan (Director Deferral Plan). When directors elect to defer their restricted stock award, their “stock account” is credited with “stock units” equal in value to the restricted stock award and subject to the same vesting requirement applicable to restricted stock awards to directors. Each stock unit is equal in value to a share of our common stock but because it is not an actual share of our common stock, it does not have any voting rights. When directors elect to defer their cash award, they may choose to defer into either a stock account or a “cash account.” Deferrals into a stock account are credited with dividend equivalents in the form of additional stock units and deferrals into the cash account are credited with interest at a long-term bond rate. Following retirement from our Board and depending on the director’s selection, a non-management director may receive the stock account balance (to the extent vested) and cash account balance in a single lump-sum cash payment or in a series of cash installment payments.

Stock retention requirements and hedging prohibition for directors

 

 

Under our stock retention requirements, non-management directors are required to hold and cannot sell the restricted stock they receive as compensation (except as necessary to pay taxes on taxable events such as vesting) until termination of their service. All non-management directors are in compliance with these requirements.

 

 

Our Code of Conduct prohibits our directors from hedging and speculative trading of company securities.

 

 

See “Hedging policy” on page 29 for additional information about our hedging prohibition rules.

 

2021 PROXY STATEMENT     45


Table of Contents

Director compensation

 

 

2020 Director compensation

The following table shows the compensation paid for services in 2020 to our non-management directors, all of whom are independent:

 

Director

  Fees earned or  
paid in cash

($)(1)

Stock  
      awards        
($)
(2)  
All other
  compensation  
($)
(3)

Total
($)

Sharon L. Allen

  140,000       250,000       1,000       391,000

Susan S. Bies

  100,000       250,000       473       350,473

Jack O. Bovender, Jr.

  150,000       350,000       —       500,000

Frank P. Bramble, Sr.

  140,000       250,000       —       390,000

Pierre J.P. de Weck

  100,000       250,000       229,092       579,092

Arnold W. Donald

  100,000       250,000       —       350,000

Linda P. Hudson

  100,000       250,000       —       350,000

Monica C. Lozano

  130,000       250,000       5,500       385,500

Thomas J. May

  130,000       250,000       —       380,000

Lionel L. Nowell III

  100,000       250,000       —       350,000

Denise L. Ramos

  100,000       250,000       5,000       355,000

Clayton S. Rose

  100,000       250,000       —       350,000

Michael D. White

  100,000       250,000       —       350,000

Thomas D. Woods

  100,000       250,000       105,768       455,768

R. David Yost

  100,000       250,000       —       350,000

Maria T. Zuber

  100,000       250,000       —       350,000

 

(1)

The amounts in this column represent the annual cash award plus any Lead Independent Director or committee chair cash retainers paid in 2020, including amounts deferred under the Director Deferral Plan. For 2020 cash awards deferred into the stock account under the Director Deferral Plan, our directors were credited with the stock units shown in the table below based on the closing price of our common stock on the date of deferral:

 

Director

    Stock units    
(#)

Value of deferred
stock units

($)

Thomas J. May

  5,963.31   130,000    

Denise L. Ramos

  4,587.16   100,000    

R. David Yost

  4,587.16   100,000    

 

(2)

The amounts in this column represent the aggregate grant date fair value of restricted stock awards granted during 2020, whether or not those awards were deferred under the Director Deferral Plan. The grant date fair value is based on the closing price of our common stock on the NYSE on the grant date. As of December 31, 2020, our non-management directors held the number of unvested shares of restricted stock or, if deferred, unvested stock units shown in the table below:

 

Director

 

Unvested shares of
restricted stock
or stock units

(#)

Sharon L. Allen

  11,467

Susan S. Bies

  11,467

Jack O. Bovender, Jr.

  16,055

Frank P. Bramble, Sr.

  11,468

Pierre J.P. de Weck

  11,467

Arnold W. Donald

  11,467

Linda P. Hudson

  11,468

Monica C. Lozano

  11,468

Thomas J. May

  11,468

Lionel L. Nowell III

  11,468

Denise L. Ramos

  11,468

Clayton S. Rose

  11,468

Michael D. White

  11,468

Thomas D. Woods

    6,192

R. David Yost

  11,468

Maria T. Zuber

  11,467

 

46 BANK OF AMERICA


Table of Contents

Director compensation

 

 

(3)

Our directors are eligible to participate in our matching gifts program, under which our charitable foundation matches up to $5,000 in donations made annually by our employees and active directors to approved charitable organizations. Eligibility for matching gifts is based on the year the charitable donation was made by the director although the match may be completed in a subsequent year. This program is also available to all U.S.-based, benefits eligible employees. The values in this column reflect the amounts that were donated to charities in 2020 on behalf of directors under the matching gifts program. The following amounts match director donations made in 2020: Ms. Allen, $1,000; Mr. de Weck, $5,000; Ms. Lozano, $5,000; Ms. Ramos, $5,000; and the following amounts match director donations made prior to 2020: Ms. Lozano, $500.

 

  

Mr. de Weck is a member of the board of directors of Merrill Lynch International (MLI), a United Kingdom broker-dealer subsidiary of Bank of America, and began service as chair of the board of MLI on January 1, 2020. He stepped down as chair of the risk committee of MLI on March 10, 2020. For his collective services on the board of MLI, Mr. de Weck received an annual cash retainer totaling £100,000. Mr. de Weck is also chair of the board of directors of BofA Securities Europe S.A. (BofASE), a French broker-dealer subsidiary of Bank of America. For his services as chair of the board of directors of BofASE, Mr. de Weck received an annual cash retainer totaling 85,000, which was paid monthly. The retainers paid in 2020 are reported in the table above based on a weighted average exchange rate of approximately 0.78 pounds sterling to one dollar for his MLI service and approximately 0.88 euros to one dollar for his BofASE service. The exchange rate used for each payment was based on the average exchange rate for the month prior to the month of payment.

 

  

Mr. Woods became a member of the board of directors of MLI and began service as chair of the MLI risk committee on March 10, 2020. For his services as a non-management director of MLI and chair of the MLI risk committee, Mr. Woods received an annual cash retainer totaling £100,000, which was paid monthly and prorated for his period of service. The retainer paid in 2020 is reported in the table above based on a weighted average exchange rate of approximately 0.77 pounds sterling to one dollar. The exchange rate used for each payment was based on the average exchange rate for the month prior to the month of payment.

 

  

Ms. Bies served as chair of the board of directors of MLI until January 1, 2020 and received a prorated cash retainer which is reported in the table above based on an average exchange rate of approximately 0.77 pounds sterling to one dollar.

 

  

This column excludes the perquisites received by a director to the extent the total value of such perquisites was less than $10,000 in aggregate, as permitted under SEC rules.

 

2021 PROXY STATEMENT     47


Table of Contents

Proposal 2: Approving our executive compensation (an advisory, non-Binding “Say On Pay” resolution)

 

 

Proposal 2: Approving our executive compensation

(an advisory, non-Binding “Say On Pay” resolution)

We are seeking an advisory vote to approve our executive compensation for 2020. At our 2017 annual meeting of shareholders, a majority of shareholders voted to have a “Say on Pay” vote each year. As a result, we will conduct an advisory vote on executive compensation annually at least until the next shareholder advisory vote on the frequency of such votes.

Although the “Say on Pay” vote is advisory and is not binding on our Board, our Compensation and Human Capital Committee will take into consideration the outcome of the vote when making future executive compensation decisions. At the 2020 annual meeting of shareholders, nearly 95% of the votes cast favored our “Say on Pay” proposal. The Committee considered this result and input from investors during our shareholder engagement process, and in light of the strong support, maintained a consistent overall approach for 2020.

Our Board has designed our current executive compensation program to appropriately link compensation realized by our executive officers to our performance and properly align the interests of our executive officers with those of our shareholders. The details of this compensation for 2020, and the reasons we awarded it, are described in “Compensation discussion and analysis,” starting below.

 

LOGO   

Our Board recommends a vote “FOR” approving our executive compensation (an advisory, non-binding “Say on Pay” resolution) (Proposal 2).

Our Board recommends that our shareholders vote in favor of the following resolution:

“Resolved, that our shareholders approve, on an advisory basis, the compensation of our company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative discussion disclosed in this proxy statement.”

Compensation discussion and analysis

 

  1.    Executive summary    49
     a.    Executive compensation philosophy    49
     b.    2020 Executive compensation highlights    49
     c.    Shareholder engagement & “Say on Pay” results    49
  2.    2020 Company & segment performance    50
     a.   

Response to COVID-19 pandemic and unprecedented global health and humanitarian crisis

   50
     b.    Company performance    51
     c.    Segment performance    51
  3.    Executive compensation program features    53
     a.    Executive pay components & variable pay mix    53
     b.    Compensation risk management features    54
        i.    Pay practices    54
        ii.    Multiple cancellation & clawback features    55
        iii.    Stock ownership & retention
requirements
   55
4.    Compensation decisions and rationale    56
   a.    Pay evaluation & decision process    56
   b.    Individual performance highlights    57
   c.    2020 Compensation decisions    60
   d.    Standards for performance restricted stock units    60
5.    Other compensation topics    61
   a.    Results for performance restricted stock units    61
   b.    Competitor groups    61
   c.    Retirement benefits    62
   d.    Health and welfare benefits & perquisites    62
   e.    Tax deductibility of compensation    62
 

 

 

48 BANK OF AMERICA


Table of Contents

Compensation discussion and analysis

 

 

1. Executive summary

a. Executive compensation philosophy

Our compensation philosophy is to pay for performance over the long-term, as well as on an annual basis. Our performance considerations include both financial and non-financial measures—including the manner in which results are achieved—for the company, line of business, and the individual.

The “Pay evaluation & decision process” section on page 56 presents the range of performance and governance considerations that the Compensation and Human Capital Committee considers as inputs into compensation decisions. These factors are evaluated each year and have remained generally consistent over time as part of a balanced and disciplined approach to the compensation decision process. Within that broader framework, the “2020 Company & segment performance” section on page 50 highlights key company and segment performance considerations for 2020, including the impact of the COVID-19 pandemic, and the “Individual performance highlights” section on page 57 focuses on performance for each of our named executive officers.

These considerations 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. Our Compensation and Human Capital Committee has the primary responsibility for approving our compensation strategy and philosophy, and the compensation programs applicable to our named executive officers listed below. With respect to Mr. Moynihan’s compensation, our Compensation and Human Capital Committee makes a recommendation that is further reviewed and approved by the independent members of the Board.

 

Named executive officers

     

Brian T. Moynihan

  

Chairman and Chief Executive Officer

Paul M. Donofrio

  

Chief Financial Officer

Dean C. Athanasia

  

President, Retail and Preferred & Small Business Banking

Geoffrey S. Greener

  

Chief Risk Officer

Thomas K. Montag

  

Chief Operating Officer

b. 2020 Executive compensation highlights

 

 

Our design is aligned with our focus on Responsible Growth and has been consistent for more than eight years, receiving an average of 94.5% shareholder support during that period, and includes:

 

 O   a mix of fixed and variable pay,

 O   cancellation and clawback features in all equity-based incentives, and

 O   the deferral of a majority of variable pay through equity-based incentives.

 

 

When evaluating 2020 performance of Named Executive Officers, the Compensation and Human Capital Committee considered a range of factors, including both financial and non-financial measures, as well as the extraordinary response of our executives to the needs of our clients, employees and communities impacted by the COVID-19 pandemic

 

 

Total compensation awarded to Mr. Moynihan for 2020 is $24.5 million, down 7.5% from 2019 total compensation of $26.5 million

 

 

93.9% of Mr. Moynihan’s 2020 awarded total compensation is variable and directly linked to company performance

 

 

Half of Mr. Moynihan’s 2020 variable pay is awarded as performance restricted stock units and must be re-earned, meaning 100% of the award is the maximum that can be earned, and vesting occurs only if performance standards are met over a three-year period

 

 

50% of net after-tax shares Mr. Moynihan receives as compensation must be retained until one year after retirement

c. Shareholder engagement & “Say on Pay” results

We conduct shareholder engagement throughout the year and provide shareholders with an annual opportunity to cast an advisory “Say on Pay” vote. At our 2020 annual meeting of shareholders, out of approximately 8.7 billion shares outstanding and entitled to vote nearly 95% of the approximately 6.2 billion votes cast favored our “Say on Pay” proposal. This represents the 10th consecutive year of “Say on Pay” approval of 92% or higher. Additionally, in 2020 and early 2021, management and directors met with investors owning approximately 24% of our outstanding common shares and, at the majority of these meetings, discussed our executive compensation program, human capital management, and other compensation-related matters. These discussions, together with the 2020 “Say on Pay” results, indicated strong support for our 2019 compensation program and influenced our decision to maintain a consistent overall approach for 2020.

 

LOGO

 

2021 PROXY STATEMENT     49


Table of Contents

Compensation discussion and analysis

 

 

2. 2020 Company & segment performance

a. Response to the COVID-19 pandemic and unprecedented global health and humanitarian crisis

In 2020, we witnessed one of the most tumultuous economic periods in our company’s history. Our decade-long focus on Responsible Growth positioned us to be a source of stability for our customers and clients during this health and humanitarian crisis, to continue supporting the communities in which we work and live, and to consistently deliver for our shareholders.

Our company came together in new ways to deliver for our clients, communities and each other - and for our shareholders. The Compensation and Human Capital Committee carefully considered these impacts, as well as the extraordinary response of our executives and teammates in this unprecedented environment while evaluating performance and making compensation decisions. Following are highlights of actions the company has taken to support teammates, clients and communities during 2020.

 

Supporting our teammates

 

 

$9.4 million

 

Distributed to employees through Employee Relief Fund

 

 

165,000+

 

Employees engaged in courageous conversations raising
awareness of the issues of racial inequality

  

Our first priority was to help safeguard our teammates’ health and safety so that we could provide the essential services expected of one of the country’s leading financial institutions.

 

  We did not make any COVID-19 pandemic-related layoffs in 2020.

 

  We supported our employees’ families with nearly 3 million days of back-up care for children and adults as well as providing student enrichment resources.

 

  We helped protect our employees’ safety through restricted travel and in-person meetings; enhanced cleaning procedures, health supplies and wellness checks; site-specific physical distancing plans; more than 44,000 free virtual consults with physicians and behavioral health providers; expanded capacity to serve clients virtually and implementation of a significant work-from-home posture.

 

$20/hour

 

In 2020, we raised our minimum hourly rate of pay for U.S. teammates to $20

  

  In the first quarter of 2021, we announced Delivering Together compensation awards in recognition of our teammates’ hard work to address the unprecedented challenges of the COVID-19 pandemic.

 

  24,000 employees were reskilled to be deployed to various projects and initiatives while allowing our high risk employees to opt into a work from home status during the pandemic.

 

Supporting our clients

 

 

Due to the extraordinary efforts of our teammates, the strength of our platform, and our focus on Responsible Growth, we achieved the highest client satisfaction scores in company history. Support for our clients began with providing uninterrupted service through resilient and scaled operating systems, even as we experienced record volumes of client activity across many platforms.

 

  Years of consistent investment in our leading digital platform positioned us to provide 24-hour virtual services to consumer and commercial clients, which remains an important service as many customers continue to work from their homes.

 

  To aid distressed borrowers, we processed approximately 2 million loan payment deferral requests through our Client Assistance Program (77,000 remained in place at the end of 2020).

 

  We also approved $276 billion in new or expanded commercial commitments and raised $772 billion in capital for clients across debt and equity markets in 2020.

 

  These funding efforts helped to enable companies to keep Americans employed and healthy. At the same time, we supported our institutional investor clients by providing liquidity and a strong and resilient trading platform.

 

343,000

 

Paycheck Protection Program (PPP) loans
extended, ending year with $23 billion in balances

 

$26 billion

 

Economic Impact Payments processed for
clients and non-clients

 

$70 billion

 

In draws of funding facilitated for Commercial
clients during uncertainty of March and April 2020

 

 

Supporting our communities

 

$1 billion

 

Commitment to help drive racial equality and
economic opportunity

 

$350 million

 

Provided in philanthropy to address critical
needs related to the COVID-19 pandemic

 

$1.8 billion

 

Portfolio as largest private investor in Community
Development Financial Institutions

  

We mobilized our teams and resources to support communities impacted by the COVID-19 pandemic and accelerated our longstanding work to promote racial equality and economic opportunity. This critical work allowed us to assist the 240 communities we serve across the U.S., much of which was accomplished via local outreach with community partners.

 

  To help support communities through the COVID-19 pandemic, we sourced and donated supplies to vulnerable populations including approximately 19 million masks, more than 13,000 cases of sanitizer and 1.4 million gloves.

 

  We made a $1 billion commitment to help drive racial equality and economic opportunity, $300 million of which has already been allocated: $25 million in support of jobs initiatives, $25 million to support underserved and minority communities, $50 million in direct equity investments to Minority Depository Institutions and $200 million of equity funding to minority entrepreneurs and businesses.

 

  We issued a $1 billion corporate social bond aimed at fighting the COVID-19 pandemic, with proceeds to support hospitals, nursing facilities, and manufacturers of healthcare equipment and supplies.

 

  We issued a first-of-its-kind $2 billion equality progress sustainability bond to help advance racial equality, economic opportunity and environmental sustainability.

 

50 BANK OF AMERICA


Table of Contents

Compensation discussion and analysis

 

 

b. Company performance

Following are financial highlights and key measures of company and line of business performance that our Compensation and Human Capital Committee considered in evaluating the 2020 performance of our named executive officers, taking into account the strong response to the needs of our clients, employees and communities in light of the COVID-19 pandemic. See the “Pay evaluation & decision process” section on page 56 for more details on factors used in compensation decisions.

 

LOGO

 

  Net income of $17.9 billion, or $1.87 per diluted share, down from $27.4 billion and $2.75 per share in 2019, reflecting the impact of higher credit costs as we built reserves for potential future credit losses and lower interest rates

 

  Revenue of $85.5 billion was down 6% driven by the sharp decline in interest rates

 

  Noninterest expense of $55.2 billion; up 1% from $54.9 billion in 2019, continuing the company’s focus on operating cost controls while the company incurred significant costs to support employees and protect customers during the COVID-19 pandemic

 

  Provision expense was $11.3 billion, up significantly from 2019 as a result of building credit reserves in the first half of 2020 for a potential rise in net charge-offs in the future

 

  Net charge-offs remained near historic lows at $4.1 billion or 0.4% of average loans and leases

 

  Grew deposits by more than $360 billion to $1.8 trillion and liquidity increased to record levels

 

  Book value per share increased to $28.72 in 2020; and tangible book value per share increased to $20.60 in 2020*

 

  Return on average assets (ROA) of 0.67%, return on average common shareholders’ equity of 6.8%, and return on average tangible common shareholders’ equity of 9.5%*

 

  Strengthened capital and liquidity to record levels

 

  Distributed more than $13 billion to shareholders through dividends and share repurchases, with $36 billion of excess capital above minimum requirements

 

  Common equity tier 1 capital ratio increased to 11.9%, remaining well above our 9.5% regulatory minimum requirement

 

*   Represents a non-GAAP financial measure. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.

 

         LOGO


c. Segment performance

 

 

Business

($ in millions)

Total

revenue(1)

Provision for
credit losses

Noninterest

expense

Net income

(loss)

2020 2019 2020 2019 2020 2019 2020 2019

Consumer Banking

  33,262   38,587   5,765   3,772   18,878   17,646   6,507   12,962

Global Wealth & Investment Management

  18,584   19,538   357   82   14,154   13,825   3,075   4,251

Global Banking

  18,987   20,483   4,897   414   9,337   9,011   3,470   8,073

Global Markets

  18,766   15,614   251   (9 )   11,422   10,728   5,249   3,500

All Other(2)

  (3,572 )   (2,383 )   50   (669 )   1,422   3,690   (407 )   (1,356 )

Total Corporation

  85,528   91,244   11,320   3,590   55,213   54,900   17,894   27,430

 

 

(1)

Bank of America Corporation reports its results of operations, including total revenue, for each business segment and All Other on a fully taxable equivalent (FTE) basis. Total revenue for Bank of America Corporation on an FTE basis was $86,027 million for 2020 and $91,839 million for 2019, which are non-GAAP financial measures. FTE basis adjustments were $499 million and $595 million in 2020 and 2019. See Appendix A for more information about total revenue of Bank of America Corporation on an FTE basis.

 

(2)

“All Other” consists of asset and liability management activities, equity investments, non-core mortgage loans and servicing activities, liquidating businesses, and certain expenses not otherwise allocated to a business segment.

 

2021 PROXY STATEMENT     51


Table of Contents

Compensation discussion and analysis

 

 

Segment highlights(1)

The Compensation and Human Capital Committee considered the 2020 company and segment performance highlights discussed below, as well as other company and business results, to confirm that management is delivering Responsible Growth, continuing to streamline and simplify our company, and driving operational excellence. As with overall company results, Committee members also took into account the significant impact that the COVID-19 pandemic had on revenue, expense and credit costs, and each segment’s response when evaluating performance. The four segments are comprised of our eight lines of business which are how we serve the core financial needs of people, companies, and institutions.

 

 

LOGO

 

 

LOGO

 

(1)

Segment highlights compare to 2019 unless otherwise noted.

(2)

Estimated retail consumer deposits based on June 30, 2020 FDIC deposit data.

(3)

Represents a non-GAAP financial measure. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.

 

52 BANK OF AMERICA


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Compensation discussion and analysis

 

 

3. Executive compensation program features

a. Executive pay components & variable pay mix

Our Compensation and Human Capital Committee determines the pay for our named executive officers for each performance year. Our pay-for-performance structure is designed to emphasize variable pay and help motivate our executives to deliver sustained shareholder value and Responsible Growth.

Restricted stock units are divided into the following components: cash-settled (CEO only), time-based and performance-based. The CEO’s cash-settled restricted stock units continue to vest over one year. Time-based restricted stock units vest ratably over four years, increased from three years in 2019, to further drive long-term shareholder alignment. Our performance-based awards continue to use a re-earn approach, meaning 100% of the award is the maximum that can be earned, and vest only if performance standards are met over a three-year period. Future performance below these standards will decrease the amount paid, and no PRSUs will be re-earned if results are below the minimum standards.

The following chart provides an overview of the 2020 pay components for our named executive officers, including the vesting and performance standards that provide a multi-year look back on 2020 achievements.

 

Performance Year 2020 Pay Components

 

Cash Pay Components

 

Description

 

How it pays

Base salary

 

  Determined based on job scope, experience, and market comparable positions; provides fixed income to attract and retain executives and balance risk-taking

 

 

  Semi-monthly cash payment through 2020

Annual cash incentive—except CEO

 

  Provides short-term variable pay for the performance year for non-CEO executives

 

 

  Single cash payment in February 2021

Restricted Stock Pay Components

 

Description

 

How it pays

Cash-settled restricted stock units (CRSUs)—CEO only

 

  Track stock price performance over 1-year vesting period

 

  Vest in 12 equal installments from March 2021 – February 2022

 

  Granted in February 2021

 

  Cash-settled upon vesting

Performance restricted stock units (PRSUs)

 

  Vest based on future achievement of specific tax-normalized return on assets (ROA) and growth in adjusted tangible book value (TBV) standards over 3-year performance period

 

  Track company and stock price performance

 

  Encourage sustained earnings during the performance period; future adverse performance below these standards will decrease the amount paid

 

  Granted in February 2021

 

  If performance standards are achieved, grants will be re-earned at the end of the performance period (2023)

 

  100% is the maximum that can be re-earned

 

  If both threshold standards are not achieved, the entire award is forfeited

 

  Stock-settled to the extent re-earned

See “Results for performance restricted stock units” on page 61 for the vesting and value of prior awards.

 

Time-based restricted stock units (TRSUs)

 

 

  Track stock price performance over 4-year vesting period

 

  Align with sustained longer-term stock price performance

 

  Granted in February 2021

 

  Vested in four equal annual installments beginning in February 2022

 

  Stock-settled upon vesting

 

 

Performance Year 2020 Variable Pay Mix

 

  A majority of variable pay is delivered as equity-based awards that reflect the balance between short-term and long-term results

 

  The charts to the right illustrate the variable pay mix for our CEO and other named executive officers

 

  

 

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b. Compensation risk management features

Our Compensation and Human Capital Committee has designed our executive compensation program to encourage executive performance consistent with the highest standards of risk management.

i. Pay practices

Highlighted below are the key features of our compensation program for executive officers, including the pay practices we have implemented to drive Responsible Growth, encourage executive retention, promote conduct consistent with our values, and align executive and shareholder interests. We also identify certain pay practices we have not implemented because we believe they do not serve our risk management standards or shareholders’ long-term interests.

 

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What

We Do

   

 

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Pay for performance and allocate individual awards based on actual results and how results were achieved

 

 

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Use balanced, risk-adjusted performance measures

 

 

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Review feedback from independent control functions in performance evaluations and compensation decisions

 

 

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Provide appropriate mix of fixed and variable pay to reward company, line of business, and individual performance

 

 

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Defer a majority of variable pay as equity-based awards

 

 

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Apply clawback features to all executive officer variable pay

 

 

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Require stock ownership and retention to retirement of a significant portion of equity-based awards

 

 

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Engage with shareholders on governance and compensation

 

 

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Prohibit hedging and speculative trading of company securities

 

 

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Grant equity-based awards on a pre-established date to avoid any appearance of coordination with the release of material non-public information

     

 

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What

  We Don’t  

Do

   

 

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Change in control agreements for executive officers

 

 

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Severance agreements for executive officers

 

 

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Multi-year guaranteed incentive awards for executive officers

 

 

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Severance benefits to our executive officers exceeding two times base salary and bonus without shareholder approval per our policy

 

 

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Accrual of additional retirement benefits under any supplemental executive retirement plans

 

 

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Excise tax gross-ups upon change in control

 

 

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Discounting, reloading, or repricing stock options without shareholder approval

 

 

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Single-trigger vesting of equity-based awards upon change in control

 

 

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Adjust PRSU results for the impact of litigation, fines, and penalties or non-tax impairment charges

     

Additionally, it has not been our policy to provide for the accelerated vesting of equity awards upon an employee’s voluntary resignation to enter government service.

The “Compensation governance and risk management” discussion beginning on page 27 contains more information about our Compensation Governance Policy and our compensation risk management practices. That section describes our Chief Risk Officer’s review and certification of our incentive compensation programs and our Chief Audit Executive’s risk-based review of our incentive plans. We also describe the extent to which our CEO participates in determining executive officer compensation, and the role of Farient Advisors, the Committee’s independent compensation consultant.

 

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ii. Multiple cancellation & clawback features

Our equity-based awards are subject to three separate and distinct features that can result in the awards being cancelled or prior payments being clawed back in the event of certain detrimental conduct or financial losses. These features were designed to encourage appropriate behavior and manage risk in our compensation program. Our named executive officers are subject to all three cancellation and clawback features.

 

   

Detrimental conduct
cancellation & clawback

 

 

Performance-based

cancellation

 

 

Incentive compensation
recoupment policy

 

    Who    

 

  Applies to approximately 17,600 employees who received equity-based awards as part of their 2020 incentive compensation, as well as all recipients of our special equity-based awards granted in February 2020

 

  Applies to approximately 4,600 employees who are deemed to be “risk takers” and received equity-based awards as part of their 2020 compensation

 

  “Risk takers” defined according to banking regulations and company policies

 

 

  Applies to all of our executive officers

 

  Our policy covers a broader group of executives than required by the Sarbanes-Oxley Act, which covers only the CEO and Chief Financial Officer

    When    

 

  An employee engages in certain “detrimental conduct,” including:

 

O illegal activity

 

O breach of a fiduciary duty

 

O  intentional violation or grossly negligent disregard of our policies, rules, and procedures

 

O  trading positions that result in a need for restatement or significant loss

 

O conduct constituting “cause”

 

 

  Our company, a line of business, a business unit, or an employee experiences a loss outside of the ordinary course of business and the employee is found to be accountable based on:

 

O the magnitude of the loss

 

O  the decisions that may have led to the loss

 

O the employee’s overall performance

 

 

  When fraud or intentional misconduct by an executive officer causes our company to restate its financial statements

    What    

 

  All unvested equity awards will be cancelled

 

  Any previously vested award may be recouped, depending on the conduct

 

  All or part of the outstanding award may be cancelled

 

  Any incentive compensation may be recouped as determined by the Board or a Board committee

 

  Any action necessary to remedy the misconduct and prevent its recurrence may be taken

 

Since 2011, all of our equity-based awards provide that they are subject to any final rules implementing the compensation clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) that the SEC and NYSE may adopt. We intend to update our policies to reflect any applicable rules implementing the Dodd-Frank Act clawback requirements that are finalized, released, and become effective.

Pursuant to our Incentive Compensation Forfeiture & Recoupment Disclosure Policy, we will disclose publicly the incentive forfeitures or clawbacks recovered from certain senior executives in the aggregate pursuant to our Detrimental Conduct and Incentive Compensation Recoupment policies described above, subject to certain privacy, privilege, and regulatory limitations.

iii. Stock ownership & retention requirements

Our stock ownership and retention requirements align executive officer and shareholder interests by linking the value realized from equity-based awards to sustainable company performance. Beginning with awards granted for 2012, our Corporate Governance Guidelines require:

 

Minimum shares of common stock owned    Retention

Chief Executive Officer

  

500,000 shares

  

50% of net after-tax shares received from equity-based awards retained
until one year after retirement

 

Other Executive Officers

  

300,000 shares

  

50% of net after-tax shares received from equity-based awards retained
until retirement

 

In light of our policy, we expect new executive officers to be in compliance with these requirements within five years. Full-value shares and units owned, awarded, or deemed beneficially owned are included in the stock ownership calculations; PRSUs are included only when earned and stock options are not included. Our Code of Conduct prohibits our executive officers from hedging and speculative trading of company securities. See the “Hedging policy” section on page 29 for more information on our hedging policy and rules.

 

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4. Compensation decisions and rationale

a. Pay evaluation & decision process

Each year, our Compensation and Human Capital Committee reviews our named executive officers’ performance using a balanced and disciplined approach to determine their base salaries and variable compensation awards. The approach for 2020 included a range of performance and governance considerations as inputs into compensation decisions, which remain largely unchanged from prior years, with consideration also given in 2020 to the response of our executives to the COVID-19 pandemic, as noted in the Response to COVID-19 pandemic and unprecedented global health and humanitarian crisis section on page 50.

 

 

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Pages 57 through 59 provide material factors aligned to each of the four tenets the Committee considered.

 

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b. Individual performance highlights

Material factors considered in the Committee’s assessment of individual performance for 2020 include:

 

   

 

Brian T. Moynihan

 

Mr. Moynihan has served as the Chief Executive Officer of Bank of America Corporation since January 2010 and as Chairman of our Board since October 2014.

 

Grow and win in the market

 

   Continued our firm-wide discipline of Responsible Growth which enabled our company to be a source of strength during the COVID-19 pandemic for our teammates, customers and communities while continuing to provide value to our shareholders

 

   Reported net income of $17.9 billion and revenue of $85.5 billion, both down as compared to 2019, reflecting the impact of higher provision for credit losses as a result of the COVID-19 pandemic and lower interest rates

 

   Issued a $1 billion corporate social bond to support the fight against the COVID-19 pandemic, the first issued by a U.S. commercial bank, in addition to a $100 million commitment to philanthropic support for local communities to purchase medical supplies, food and other priorities

 

   Total investment banking fees increased 27% to $7.2 billion (excluding self-led deals), primarily driven by higher equity issuance fees

 

   Added 22,000 net new households in Merrill and 1,800 new relationships in Private Bank

 

   Became the #1 lender to small businesses in both conventional and PPP loans, the #1 SB bank for deposit growth, and the #1 SB Digital Bank

 

   Retained the #1 deposit market share position for retail deposits based on June 30, 2020 FDIC deposit data

 

 

Grow with our customer–focused strategy

   Delivered 343,000 Paycheck Protection Program (PPP) loans, retraining and redeploying over 24,000 teammates to assist with PPP loan origination, and driving proactive client outreach with over 35 million calls or emails to clients since March 1, 2020

 

   Continued to deliver on our high-tech, high-touch approach by providing leading digital banking platforms with more than 39 million active users, including approximately 31 million active mobile users

 

O  Erica (our AI-driven virtual financial assistant) has helped more than 17 million clients complete more than 230 million requests, with 7 million clients using Erica for the first time in 2020

 

O  Nearly 13 million clients, including Small Business clients, actively use Zelle (a digital payments app); in 2020 clients sent and received more than 517 million transactions totaling $141 billion (a year-over-year increase of 71% and 80%, respectively)

 

   Drove growth in total average deposits to over $1.6 trillion (18.3% increase from 2019) with total average loans and leases growing $24 billion (2.5% increase from 2019)

   

 

Grow within our Risk Framework

 

   Continued strong asset quality in a period of stress; net charge-off ratio increased to