2025 Annual Meeting of Shareholders

Brian T. Moynihan

Chair of the Board and
Chief Executive Officer,
Bank of America Corporation

Committee membership: Attends meetings of all of the Board committees

Under his leadership, the company provides core financial services to three client groups through our eight lines of business. This has delivered record earnings and significant capital return to shareholders. Mr. Moynihan has demonstrated leadership qualities, management capability, knowledge of our business and industry, and a long-term strategic perspective. In addition, he has many years of international and domestic financial services experience, including wholesale and retail businesses.

Professional highlights:

• Appointed Chair 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 led each of the company’s operating units
• Member (and prior Chair) of the Board of Directors of Bank Policy Institute (Chair of the Global Regulatory Policy Committee)
• Member (and prior Chair) of Financial Services Forum
• Chair of the Supervisory Board of The Clearing House Association L.L.C.
• Member of Business Roundtable
• Member (and prior Chairman) of the World Economic Forum’s International Business Council (Chair of Stakeholder Capitalism Metrics Initiative)
• Past Chair of the Board of The U.S. Council on Competitiveness
• Chair of the Sustainable Markets Initiative

Other leadership experience and service:

• Chancellor (Chair) and current member of Board of Fellows of Brown University
• Member of Advisory Council of Smithsonian’s National Museum of African American History and Culture
• Member of Charlotte Executive Leadership Council
• Chair of Massachusetts Competitive Partnership

Other U.S.-listed company boards:

• N/A

Lionel L. Nowell III

Lead Independent Director,
Bank of America Corporation

Former Senior Vice President and Treasurer, PepsiCo, Inc. (Pepsi)

Committee membership: Attends meetings of all of the Board committees

During his more than 30-year career with multinational consumer products conglomerates, he oversaw the worldwide corporate treasury functions, including debt and investment activities, capital markets strategies, and foreign exchange as Senior Vice President and Treasurer of Pepsi, finance functions as Chief Financial Officer of Pepsi Bottling Group, and held responsibilities for strategy and business development as a Senior Vice President at RJR Nabisco. Mr. Nowell brings a robust corporate governance and board leadership perspective through his current and prior service on public company boards across varying industries and through his ongoing dialogue with institutional shareholders as our Board’s Lead Independent Director. In 2022, Mr. Nowell was named “Independent Director of the Year” by Corporate Board Member

Professional highlights:

• Served as Senior Vice President and Treasurer of Pepsi, a leading global food, snack, and beverage company, from 2001 to May 2009; and as Chief Financial Officer of The Pepsi Bottling Group and Controller of Pepsi
• Served as Senior Vice President, Strategy and Business Development at RJR Nabisco, Inc., from 1998 to 1999
• Held various senior financial roles at the Pillsbury division of Diageo plc, including Chief Financial Officer of its Pillsbury North America, Pillsbury Foodservice, and Häagen-Dazs divisions; and also served as Controller and Vice President of Internal Audit of the Pillsbury Company
• As our Board’s Lead Independent Director, Mr. Nowell has an extensive set of responsibilities that brings him into frequent communications with our primary regulators, institutional shareholders, other stakeholders, and our employees and customers.
• Member of the Board of Directors of Ecolab Inc., Chair of its Audit Committee and member of its Finance Committee
• Member of the Board of Directors of Textron Inc. and Chair of its Audit Committee
• Served as a member of the Board of Directors of American Electric Power Company, Inc., from July 2004 to April 2020; Chair of its Audit Committee and as a member of its Directors and Corporate Governance, Policy, Executive, and Finance Committees
• Served as Lead Director of the Board of Directors of Reynolds American, Inc., from January 2017 to July 2017; and as a Board member, from September 2007 to July 2017

Other leadership experience and service:

• Former member of the Dean’s Advisory Council at The Ohio State University Max M. Fisher College of Business

Other U.S.-listed company boards:

• Ecolab Inc.
• Textron Inc.
• American Electric Power Company, Inc. (past five years)

Sharon L. Allen

Former Chairman,
Deloitte LLP (Deloitte)

Committee membership: Audit Committee (chair) / Corporate Governance Committee

As a corporate leader, Ms. Allen has broad experience leading and working with large, complex businesses and brings an international perspective on risk management and strategic planning. During her nearly 40-year career with Deloitte, the largest professional services organization in the U.S. and member firm of Deloitte Touche Tohmatsu Limited (DTTL), she became the first woman elected to serve as Chairman of the Board and also served as a member of DTTL’s Global Board of Directors, the chair of its Global Risk Committee, and the U.S. representative of its Global Governance Committee. During her tenure at Deloitte, Ms. Allen oversaw relationships with major multinational corporations and provided oversight and guidance to management.

Professional highlights:

• Served as Chairman of Deloitte, a firm that provides audit, consulting, financial advisory, risk management, and tax services, as the U.S. member firm of DTTL, from 2003 to 2011
• Employed at Deloitte for nearly 40 years in various leadership roles, including Partner and Regional Managing Partner; and responsible for audit and consulting services for a number of Fortune 500 and large private companies
• Former member of the Global Board of Directors, Chair of the Global Risk Committee, and U.S. Representative on the Global Governance Committee of DTTL, from 2003 to 2011
• Member of the Board of Directors of Albertsons Companies, Inc. and its Audit & Risk Committee, and Chair of its Governance, Compliance and ESG Committee
• Former member of the Board of Directors of First Solar, Inc., Chair of its Audit Committee and a member of its Technology 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

Other U.S.-listed company boards:

• Albertsons Companies, Inc.
• First Solar, Inc. (past five years)

José (Joe) E. Almeida

Former Chairman, President,
and Chief Executive Officer,
Baxter International Inc. (Baxter)

Committee membership: Audit Committee / Compensation and Human Capital Committee

As former Chairman, President, and Chief Executive Officer of Baxter, Mr. Almeida led the company through a period of transformation driven by innovation, operational excellence, and strategic execution. Prior to joining Baxter, Mr. Almeida served as Chairman, President and Chief Executive Officer and on the Board of Directors of Covidien and served in leadership roles at Tyco Healthcare (Covidien’s predecessor), Wilson Greatbatch Technologies Inc., American Home Products’ Acufex Microsurgical division, and Johnson & Johnson’s Professional Products division. He began his career as a management consultant at Andersen Consulting (Accenture) and previously served on the Boards of Directors of Walgreens Boots Alliance, Inc., Analog Devices, Inc., EMC Corporation, and State Street Corporation.

Professional highlights:

• Former Chairman of the Board, President and CEO of Baxter, a global medtech leader, from 2016 to February 2025. Began serving as an executive officer of Baxter in October 2015
• Served as Senior Advisor with The Carlyle Group, a multinational private equity, alternative asset management and financial services corporation, from May 2015 to October 2015
• Served as Chairman, President and Chief Executive Officer and as President and Chief Executive Officer of Covidien, a global healthcare products company, from March 2012 through January 2015 and from July 2011 to March 2012, respectively, prior to the acquisition of Covidien by Medtronic plc
• Prior to becoming Covidien’s President and Chief Executive officer, served in several leadership roles at Covidien, including President of its Worldwide Medical Devices business; also served as President of International and Vice President of Global Manufacturing for Covidien’s predecessor, Tyco Healthcare
• Served on the Boards of Directors of: Baxter; Walgreens Boots Alliance, Inc., including on its Compensation Committee; State Street Corporation, including on its Executive Compensation Committee; Analog Devices, Inc.; and EMC Corporation
• Served on the Board of Trustees of Partners in Health

Other leadership experience and service:

• Serves on the Board of Trustees of Northwestern University

Other U.S.-listed company boards:

• Baxter (past five years)
• Walgreens Boots Alliance, Inc. (past five years)

Pierre J. P. de Weck

Former Chairman and
Global Head of Private Wealth
Management, Deutsche Bank AG

Committee membership: Compensation and Human Capital Committee / Enterprise Risk Committee

As a senior executive with a tenure of more than three decades in global financial services, including as a member of the Group Executive Committee and Global Head of Private Wealth Management of Deutsche Bank AG in London, and as Chief Executive Officer of North America, Chief Executive Officer of Europe, and a member of the Group Executive Board at UBS AG, and as Chief Executive Officer of UBS Capital, Mr. de Weck has extensive experience in risk management, including credit risk management. He brings valuable international perspective to our company’s business activities, including to our European subsidiaries through his service on the Boards of Directors of Merrill Lynch International (MLI), our U.K. broker-dealer subsidiary, and BofA Securities Europe S.A. (BofASE), our French broker-dealer subsidiary.

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 AG, 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
• Chair of the Board of Directors of MLI and member of its Risk Committee and Audit Committee
• Member of the Board of Directors of BofASE and its Audit Committee, Nominations Committee and Remuneration Committee
• Member of the Board of Directors of 360 ONE WAM Limited, a company listed on the National Stock Exchange of India and the BSE

Other U.S.-listed company boards:

• N/A

Arnold W. Donald

Former President and Chief Executive Officer, Carnival Corporation and Carnival plc (Carnival)

Lead Independent Director, Salesforce, Inc. (Salesforce)

Committee membership: Audit Committee / Compensation and Human Capital Committee

He brings expertise in business transformation through his service as President and Chief Executive Officer of Carnival, one of the world’s largest leisure travel companies with operations worldwide, his leadership roles with global responsibilities at Monsanto, and his experience as a public company director. Through his leadership of nonprofit organizations, including The Executive Leadership Council and the Juvenile Diabetes Research Foundation International, Mr. Donald also brings focus and perspective on our work to promote talent, inclusion, and opportunity for our employees and the communities we serve.

Professional highlights:

• Served as President, Chief Executive Officer, and Chief Climate Officer of Carnival, a cruise and vacation company, from July 2013 to November 2022; began serving on Carnival’s Board of Directors in 2001
• 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
• Served as President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International, from January 2006 to February 2008
• Served as Chairman and Chief Executive Officer of Merisant, from 2000 to 2003, a privately held global manufacturer of tabletop sweeteners, and remained as Chairman until 2005
• Joined Monsanto in 1977 and held several senior leadership positions with global responsibilities, including President of its Agricultural Group and President of its Nutrition and Consumer Sector, over a more than 20-year tenure
• Member of the Board of Directors of GE Vernova, Chair of its Compensation and Human Capital Committee and member of its Nominating and Governance Committee
• Member of the Board of Directors of MP Materials Corp. and its Compensation Committee
• Lead Independent Director of Salesforce, Inc., member of its Audit & Finance and Nominating & Corporate Governance Committees
• Served as a member of the Board of Directors of Carnival and its Executive Committee

Other leadership experience and service:

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

Other U.S.-listed company boards:

• GE Vernova
• MP Materials Corp.
• Salesforce, Inc.
• Carnival (past five years)

Linda P. Hudson

Former President and
Chief Executive Officer,
BAE Systems, Inc. (BAE)

Committee membership: Corporate Governance Committee / Enterprise Risk Committee

She brings international perspective, geopolitical insights, and broad knowledge in strategic planning, technology, global operations, and risk management to our Board through a career in the defense, aerospace, and security industries that spanned more than 40 years. As the former President and Chief Executive Officer of BAE and the first woman to lead a major national security corporation, Ms. Hudson oversaw a global, highly regulated, and complex U.S.-based defense, aerospace, and security company, wholly owned by London-based BAE Systems plc (BAE Systems), where she also served as an executive director. Through her leadership positions, including with General Dynamics Corporation and its Armament and Technical Products division, Ms. Hudson also brings focus and perspective to the Board’s oversight of technology and related risks, including cybersecurity risks.

Professional highlights:

• Served as Chairman and Chief Executive Officer of The Cardea Group, LLC, a management consulting business, from 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 division; 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
• Member of the Board of Directors of Trane Technologies plc and its Human Resources and Compensation Committee and its Sustainability, Corporate Governance & Nominating Committee; and Chair of its Technology and Innovation Committee
• Served as a 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
• Member of the Board of Directors of Shands Teaching Hospital and Clinics, Inc., the healthcare system affiliated with the University of Florida College of Medicine
• Member of the Board of Directors of University of Florida’s Gator Boosters, Inc.

Other U.S.-listed company boards:

• Trane Technologies plc (formerly Ingersoll-Rand plc)
• TPI Composites, Inc. (past five years)

Monica C. Lozano

Former Chief Executive Officer,
College Futures Foundation

Former Chairman,
US Hispanic Media Inc

Committee membership: Compensation and Human Capital Committee (chair) / Enterprise Risk Committee

As Chief Executive Officer of College Futures Foundation, 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, she worked to increase the rate of college graduation and improve opportunity for low-income students and students of color in California. With 30 years at La Opinión, the largest Spanish-language newspaper in the U.S., including as editor and publisher, as Chairman and Chief Executive Officer of its parent company, ImpreMedia LLC, and as co-founder of the Aspen Institute Latinos and Society Program, Ms. Lozano possesses deep insights into the issues that impact the Hispanic-Latino community. As a director serving on the boards of large organizations with diversified international operations, including Apple Inc. and Target Corporation, and previously The Walt Disney Company, Ms. Lozano has long-standing experience overseeing matters ranging from corporate governance, human capital management, and executive compensation, to risk management and financial reporting. In addition, as a member of California’s Task Force on Jobs and Business Recovery, Ms. Lozano has valuable perspective on important public policy, societal, and economic issues.

Professional highlights:

• Served as Chief Executive Officer of College Futures Foundation, from December 2017 to July 2022 and a member of the Board of Directors, from December 2019 to July 2022
• Served as Chair of the Board of Directors of U.S. Hispanic Media Inc., the parent company of ImpreMedia, a leading Hispanic news and information company, from June 2014 to January 2016
• Served as Chairman of ImpreMedia, from July 2012 to January 2016; Chief Executive Officer, from May 2010 to May 2014; and Senior Vice President, from January 2004 to May 2010
• Served as Publisher of La Opinión, a subsidiary of ImpreMedia and the leading Spanish-language daily print and online newspaper in the U.S., from 2004 to May 2014; and Chief Executive Officer, from 2004 to July 2012
• Strategic advisor to multiple media companies
• Member of the Board of Directors of Apple Inc. and its Audit and Finance Committee
• Member of the Board of Directors of Target and its Governance & Sustainability Committee, Chair of its Compensation & Human Capital Management Committee, and former Lead Independent Director

Other leadership experience and service:

• Member of California’s Task Force on Jobs and Business Recovery
• Served as a member of President Obama’s Council on Jobs and Competitiveness, from 2011 to 2012; and served on President Obama’s Economic Recovery Advisory Board, from 2009 to 2011
• Served on COMEXUS, a binational commission dedicated to strengthening ties between the two countries through business, education, and cultural collaboration
• Member of the Board of Directors of the Weingart Foundation
• Served as the Chair of the Board of Regents of the University of California; as a member of the Board of Trustees of The Rockefeller Foundation; as a member of the Board of Trustees of the University of Southern California; and as a member of the State of California Commission on the 21st Century Economy

Other U.S.-listed company boards:

• Apple Inc.
• Target Corporation

Maria N. Martinez

Former Executive Vice President and
Chief Operating Officer,
Cisco Systems, Inc.

Committee membership: Corporate Governance Committee / Enterprise Risk Committee

Ms. Martinez’s experience at Cisco Systems, Salesforce, and Microsoft enables her to bring extensive technology knowledge to our Board. Her leadership roles provide her with strategic planning, risk management, and executive leadership experience. Her history of public company board experience gives her insight into governance of large, complex, and regulated companies.

Professional highlights:

• Served as Executive Vice President and Chief Operating Officer from 2021 to 2024, and as Executive Vice President and Chief Customer Experience Officer from 2018 until 2021 at Cisco Systems, Inc., a multinational digital communications technology company
• Served in a variety of senior executive roles at Salesforce, Inc. between 2010 and 2018, including: President, Global Customer Success and Latin America; President, Sales and Customer Success; Executive Vice President and Chief Growth Officer; and Executive Vice President, Customers for Life
• Managed the Global Services business for Microsoft Corporation, including professional services and customer support for all products during her tenure there from 2003 to 2007
• Member of the Board of Directors of McKesson Corporation and its Compliance Committee and Chair of its Governance and Sustainability Committee
• Member of the Board of Directors of Tyson Foods, Inc. and its Governance and Nominating Committee and Strategy and Acquisitions Committee
• Served as a member of the Board of Directors of Cue Health Inc. and its Audit and Compensation Committees and Chair of its Nominating and Governance Committee

Other leadership experience and service:

• Former member of the Board of Trustees of the Computer History Museum
• Former member of the Board of Trustees of Silicon Valley Education Foundation

Other U.S.-listed company boards:

• McKesson Corporation
• Tyson Foods, Inc.
• Cue Health Inc. (past five years)

Denise L. Ramos

Former Chief Executive Officer and President, ITT Inc. (ITT)

Committee membership: Audit Committee / Compensation and Human Capital Committee

Ms. Ramos served as Chief Executive Officer of ITT, a diversified manufacturer of engineered components and customized technology solutions for the transportation, industrial, and energy markets, focusing on innovation and technology. She was Chief Financial Officer at ITT, Furniture Brands International, and the U.S. KFC division of Yum! Brands, and served as the corporate treasurer at Yum! Brands. Through her public company board service on the Board of RTX Corporation, Ms. Ramos brings board-level insights into issues facing complex, regulated global public companies and oversight experience in finance, audit, corporate governance, public policy, and sustainability.

Professional highlights:

• Chief Executive Officer and President of ITT, a diversified manufacturer of critical components and customized technology solutions, from 2011 to 2019; and Senior Vice President and Chief Financial Officer of ITT, from 2007 to 2011
• Served as Chief Financial Officer for Furniture Brands International, a former home furnishings company, from 2005 to 2007
• Served in various roles at Yum! Brands Inc., an American fastfood company, from 2000 to 2005, including Chief Financial Officer of the U.S. Division of KFC Corporation and as Senior Vice President and Treasurer
• Began her career at Atlantic Richfield Company, where she spent more than 20 years in a number of finance positions
• Served as a member of the Board of Directors of Phillips 66 from 2016 to 2025
• Member of the Board of Directors of RTX Corporation and its Audit Committee and Governance and Public Policy Committee

Other U.S.-listed company boards:

• RTX Corporation

Clayton S. Rose

Baker Foundation Professor of Management Practice,
Harvard Business School

Committee membership: Compensation and Human Capital Committee / Enterprise Risk Committee (chair)

As former President of Bowdoin College, Dr. Rose has a legacy of promoting intellectual engagement with a diverse set of ideas and issues; increasing access and opportunity for students; enhancing programs for postgraduate success; advancing inclusion; and addressing mental health challenges facing youth. As a Harvard Business School faculty member, Dr. Rose has taught and written on issues of leadership, ethics, the financial crisis, and the role of business in society. Dr. Rose spent the first 20 years of his career with JPMorgan Chase & Co. and its predecessor company, where he retired as Vice Chairman after leading the global investment banking and equities businesses, as well as holding leadership roles in securities, derivatives, and corporate finance in New York and London. Following retirement from JPMorgan Chase, Dr. Rose received a master’s degree and PhD with distinction in sociology from the University of Pennsylvania. Dr. Rose also holds an MBA from the University of Chicago. Dr. Rose has served on several financial institutions boards and currently serves as Chair of the Board of Trustees of the Howard Hughes Medical Institute, the U.S.’s largest private supporter of academic biomedical research.

Professional highlights:

• Baker Foundation Professor of Management Practice at Harvard usiness School
• Former President of Bowdoin College • Served as a professor at Harvard Business School prior to his appointment as President of Bowdoin College
• Served as Vice Chairman, headed two lines of business–Global Investment Banking and Global Equities–and was a member of JPMorgan Chase’s senior management team during his approximately 20-year tenure at JPMorgan Chase
• Served 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:

• Trustee and Chair of the Board of Trustees for Howard Hughes Medical Institute and formerly Chair of the Audit and Compensation Committee
• Member of the Board of Directors of Pew Charitable Trusts
• Served on the company’s Board of Directors, from 2013 to 2015

Other U.S.-listed company boards:

• N/A

Michael D. White

Former Chairman, President
and Chief Executive Officer,
DIRECTV

Committee membership: Audit Committee / Corporate Governance Committee (chair)

He possesses executive and board leadership experience and provides broad ranging operational and strategic insights, an international perspective, and financial expertise to our Board. Mr. White was President, Chief Executive Officer, and Chairman of the Board of Directors of DIRECTV, where he oversaw the operations and strategic direction of the company in the U.S. and in Latin America. Prior to joining DIRECTV, he served as the Chief Executive Officer of PepsiCo International, Frito-Lay’s Europe, Africa, and Middle East division, and Snack Ventures Europe, PepsiCo’s partnership with General Mills International. He also served as Chief Financial Officer of PepsiCo., Inc., Pepsi-Cola Company worldwide, and Frito-Lay International. Mr. White began his career as a management consultant at Bain & Company and Arthur Andersen & Co.

Professional highlights:

• Served as Chairman, President, and Chief Executive Officer of DIRECTV, a leading provider of digital television entertainment services, from January 2010 to August 2015; and as a Director of the company, from November 2009 until August 2015
• Chief Executive Officer of PepsiCo International, from February 2003 until November 2009; and served as Vice Chairman and director of PepsiCo, from March 2006 to November 2009, after holding positions of increasing importance with PepsiCo since 1990
• Served as Senior Vice President at Avon Products, Inc.
• Served as a Management Consultant at Bain & Company and Arthur Andersen & Co.
• Served as Lead Director of the Board of Directors of Kimberly- Clark Corporation; and Chair of its Executive Committee
• Served as a member of the Board of Directors of Whirlpool Corporation; Chair of its Audit Committee; and a member of its Corporate Governance and Nominating Committee

Other leadership experience and service:

• Vice Chair of The Partnership to End Addiction

Other U.S.-listed company boards:

• Kimberly-Clark Corporation (past five years)
• Whirlpool Corporation (past five years)

Thomas D. Woods

Former Vice Chairman and
Senior Executive Vice
President, Canadian Imperial
Bank of Commerce (CIBC)

Committee membership: Corporate Governance Committee / Enterprise Risk Committee

Mr. Woods began his nearly 40-year tenure at CIBC and its predecessor firms in its investment banking department and later served as Head of Canadian Corporate Banking, Chief Financial Officer, and Chief Risk Officer, before retiring as Vice Chairman. As Senior Executive Vice President and Chief Risk Officer of CIBC during the financial crisis, Mr. Woods focused on risk management and CIBC’s risk culture. He chaired CIBC’s Asset Liability Committee, served as CIBC’s lead liaison with regulators, and was an active member of CIBC’s business strategy group. He brings international perspective, including to our European subsidiaries through his service on the Boards of Directors of Merrill Lynch International (MLI), our U.K. broker-dealer subsidiary, and BofA Securities Europe S.A. (BofASE), our French broker-dealer subsidiary.

Professional highlights:

• Served as Vice Chairman and Senior Executive Vice President of CIBC, a leading Canada-based global financial institution, from July 2013 until his retirement in December 2014
• Served as Senior Executive Vice President and Chief Risk Officer of CIBC, from 2008 to July 2013; and Senior Executive Vice President and Chief Financial Officer of CIBC, from 2000 to 2008
• Began his career at CIBC in 1977 through Wood Gundy, a predecessor firm; served in various senior leadership positions, including as Controller of CIBC; as Chief Financial Officer of CIBC World Markets (CIBC’s investment banking division); and as the Head of CIBC’s Canadian Corporate Banking division
• Served as Chair of the Board of Directors of Hydro One Limited, an electricity transmission and distribution company serving the Canadian province of Ontario, and publicly traded and listed on the Toronto Stock Exchange, from August 2018 to July 2019
• Member of the Board of Directors of MLI; Chair of its Risk Committee; and member of its Governance Committee
• Chair of the Board of Directors of BofASE and member of its Risk Committee

Other leadership experience and service:

• Chair of Board of Directors of Institute of Corporate Directors (Institut des Administrateurs de Sociétés)
• On the advisory committee of Cordiant Capital Inc., a global infrastructure and real assets manager
• Member of the Boards of Directors of Catholic Health Sponsors of Ontario and St. Michael’s Hospital Foundation
• Former member of:  the College of Electors of the University of Toronto from 2021 to 2025; the Board of Directors of Alberta Investment Management Corporation, a Canadian institutional investment fund manager from 2015 to 2024; the Board of Directors of Jarislowsky Fraser Limited, a global investment management firm, from 2016 to 2018; the Boards of Directors of DBRS Limited and DBRS, Inc., an international credit rating agency, from 2015 to 2016; and the Board of Directors of TMX Group Inc., a Canada-based financial services company, from 2012 to 2014

Other U.S.-listed company boards:

• N/A

Maria T. Zuber

Presidential Advisor for
Science
and Technology Policy
and E.A. Griswold Professor of
Geophysics,
Massachusetts Institute of Technology (MIT)

Committee membership: Corporate Governance Committee / Enterprise Risk Committee

Dr. Zuber is the first woman to lead a science department at MIT and the first woman to lead a NASA planetary mission. While serving as Vice President for Research at MIT, Dr. Zuber oversaw multiple interdisciplinary research laboratories and centers focusing on cancer research, energy and environmental solutions initiatives, plasma science and fusion, electronics, nanotechnology, and radio science and technology. She also led the development of MIT’s initial Climate Action Plan, and is responsible for intellectual property, research integrity and compliance, and research relationships with the federal government. Dr. Zuber has held leadership roles on 10 space exploratory missions with NASA. She also served on the National Science Board under President Obama and President Trump and was Co-Chair of President Biden’s Council of Advisors on Science and Technology.

Professional highlights:

• Presidential Advisor for Science and Technology Policy at MIT, a leading research institution, since 2023, where she tracks trends and seizes opportunities to inform and advance state and federal science and technology policy and provides strategic direction to campus labs, centers, and initiatives connected to defense or national security and represents MIT with external stakeholders
• Served as Vice President for Research at MIT, from 2013 to 2024, where she oversaw MIT Lincoln Laboratory and more than a dozen interdisciplinary research laboratories and centers and led the development of MIT’s initial Climate Action Plan
• Served as a Professor at MIT since 1995, and was Head of the Earth, Atmospheric, and Planetary Sciences Department, from 2003 to 2011
• Served in a number of positions at NASA, including as a Geophysicist, from 1986 to 1992, a Senior Research Scientist, from 1993 to 2010; and as Principal Investigator of the Gravity Recovery and Interior Laboratory (GRAIL) mission, from 2008 to 2017, which was designed to create the most accurate gravitational map of the moon to date and give scientists insight into the moon’s internal structure, composition, and evolution; and held leadership roles associated with scientific experiments or instrumentation on 10 NASA missions
• Member of the Board of Directors of Textron Inc. and Chair of its Nominating and Corporate Governance Committee

Other leadership experience and service:

• Appointed by President Biden in 2021 as Co-Chair of the President’s Council of Advisors on Science and Technology
• Appointed by President Obama in 2013 and reappointed by President Trump in 2018 to the National Science Board, a 25-member panel that serves as the governing board of the National Science Foundation and as advisors to the President and Congress on policy matters relating to science and engineering; and served as Board Chair, from 2016 to 2018
• Co-Chair of the National Academies of Science, Engineering and Medicine’s National Science, Technology, and Security Roundtable
• Chair of NASA’s Mars Sample Return Mission Standing Review Board
• Board of Trustees of Brown University

Other U.S.-listed company boards:

• Textron Inc.