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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		Letter from our Chairman and Chief Executive Officer
		March 12, 2018   Dear Fellow Stockholders:   We are pleased to invite you to the 2018 annual meeting of stockholders, to be held April 25, 2018 at 10:00 a.m., Eastern time, at the Hilton Charlotte Center City on 222 East Third Street in Charlotte, North Carolina.   During the meeting, we will provide an update on the company and how Responsible Growth delivered for stockholders in 2017. It’s also a good opportunity for us to hear directly from you.   Your voice and your vote are important. For the 2018 annual meeting of stockholders, Bank of America again will make a $1 charitable donation for every stockholder account that votes.   This year, we will make contributions to Habitat for Humanity, an organization we have partnered with for more than 30 years. Your voting participation in the 2017 annual meeting of stockholders resulted in our contributing $655,000 to Special Olympics.   Please read the proxy materials and follow the voting instructions to ensure your shares are represented at the meeting.   Sincerely,     Brian Moynihan Chairman and Chief Executive Officer

 

 

		Letter from our Lead Independent Director
		March 12, 2018   Dear Fellow Stockholders:   The independent directors and I join Brian in inviting you to attend our company’s 2018 annual meeting of stockholders.   The Board values input from our stockholders as the company executes and makes significant progress on our long-term strategy. In my role as the Board’s Lead Independent Director, I meet regularly with investors. I share investors’ viewpoints with the Board, which takes action in response where appropriate.   During 2017, our dialogue again covered broad-ranging topics, including the Board’s governance practices and composition; the Board’s role in strategic planning, risk management, and in overseeing the company’s Responsible Growth execution; the company’s environmental and social initiatives; and my role as Lead Independent Director.   So that all stockholders have the opportunity to hear directly from our Board members, video interviews of each director discussing our company’s governance practices and what Responsible Growth means to us are available at www.bankofamerica.com/annualmeeting.   In addition, I encourage you to carefully review our 2018 proxy statement, our Annual Report and the other proxy materials.   Our Board remains committed to building long-term value in the company and returning capital to our stockholders. On behalf of the directors, I join Brian and the management team in thanking you for choosing to invest in Bank of America.   Sincerely,   Jack O. Bovender, Jr. Lead Independent Director

 

                         

 

Notice of 2018 Annual Meeting of Stockholders

 

Date and Time:		Place:
April 25, 2018 10:00 a.m., Eastern time		Hilton Charlotte Center City 222 East Third Street Charlotte, North Carolina 28202

Matters to be Voted on:

🌑

Electing the 15 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 2018

 

🌑

A stockholder proposal, if it is properly presented at our annual meeting

 

🌑

Any other business that may properly come before our annual meeting

Record date. Bank of America stockholders as of the close of business on March 2, 2018 will be entitled to vote at our annual meeting and any adjournments or postponements of the meeting.

Your vote is very important. Please submit your proxy as soon as possible by the 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.

To express our appreciation for your participation, Bank of America will make a $1 charitable donation to Habitat for Humanity on behalf of every stockholder account that votes.

Please refer to page 69 of this proxy statement for additional information on how to vote your shares and attend our annual meeting.

By order of the Board of Directors,

 

 

Ross E. Jeffries, Jr.

Deputy General Counsel and Corporate Secretary

March 12, 2018

Important notice regarding the availability of proxy materials for the annual meeting of stockholders to be held on April 25, 2018: Our Proxy Statement and 2017 Annual Report to stockholders are available at www.bankofamerica.com/annualmeeting

 

Proxy Statement Summary

 

 

Proxy Statement Summary

How to Vote Your Shares

You may vote if you were a stockholder as of the close of business on March 2, 2018.

 

		Online www.proxyvote.com				By Mail Complete, sign, date, and return your proxy card in the envelope provided
		By Phone Call the phone number located on the top of your proxy card				In Person Attend our annual meeting and vote by ballot

 

Your Vote is Important   Bank of America will make a $1 charitable donation to Habitat for Humanity on behalf of every stockholder account that votes.   Habitat for Humanity is one of the world’s largest housing-focused nonprofits, with nearly 1,400 local affiliates in 70 countries around the world. Bank of America has partnered with Habitat for more than 30 years, helping to provide affordable housing by investing more than $85 million in funding and thousands of volunteer hours in communities around the world.

In 2017, our employees logged more than 45,000 hours in volunteer time to Habitat in more than 100 communities across eleven countries. They support Habitat affiliates through board service, leading home build initiatives, and providing financial literacy training for future homeowners. This is in addition to the over 650 homes Bank of America has donated to Habitat between 2012 and 2015.

By voting, you can join our efforts in support of Habitat for Humanity.

 

Proposals for Your Vote		Board Voting Recommendation		Page
1.   Electing Directors		FOR each nominee		2
2.   Approving Our Executive Compensation    (an Advisory, Non-binding “Say on Pay” Resolution)		FOR		37
3.   Ratifying the Appointment of Our    Independent Registered Public Accounting Firm for 2018		FOR		64
4.   Stockholder Proposal		AGAINST		66

See “Voting and Other Information” on page 69 for more information on voting your shares.

To review our 2018 Proxy Statement and 2017 Annual Report online, go to www.bankofamerica.com/annualmeeting.

Annual Meeting Admission

Annual meeting admission is limited to our registered holders and beneficial owners as of the record date and persons holding valid proxies from these stockholders. Admission to our annual meeting requires proof of your stock ownership as of the record date and valid, government-issued photo identification. Security measures may include bag, metal detector, and hand-wand searches. The use of cameras, recording devices, phones, and other electronic devices is strictly prohibited. See “Attending our Annual Meeting” on page 72.

 

Proxy Statement Summary

 

 

Strategic Objectives

 

 

 

ii						Bank of America Corporation 2018 Proxy Statement

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 focused on our Responsible Growth. To maintain and enhance independent oversight, our Board has implemented a number of measures to further enrich Board composition, oversight, and 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.

 

 

Key Statistics about Our Director Nominees

6.1   years average tenure,   below the 8.7-year   S&P 500 average(1)

14 of 15 are independent

33% are women

47% are diverse

60% have CEO experience

33% have senior executive experience at financial institutions

 

(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: 2017 Spencer Stuart Board Index.

Active Independent Oversight Our Lead Independent Director’s robust and well-defined duties are set forth in our Corporate Governance Guidelines; they extend beyond those of a traditional lead director. See page [●]. Our independent directors meet privately in executive session at each regularly scheduled Board meeting and held 16 such sessions in 2017. See page [●]. Our Board reviews CEO and senior management succession and development plans at least annually, and assesses candidates during Board and committee meetings and in less formal settings. See page [●]. Our independent directors conduct the CEO’s annual performance review and set his compensation. See page [●]. Enhanced Director Recruitment Our Board is committed to regular renewal and refreshment; our Board has continuously enhanced the director recruitment and selection process, giving us an experienced and diverse group of nominees. See page [●].1 Our Board’s rigorous on-boarding and director education processes complement this enhanced recruitment process. See page [●]. Thoughtful Self-Evaluations Our Board and committees conduct intensive and thoughtful annual self-assessments. Our directors provide feedback on Board effectiveness, with particular emphasis on areas such as Board composition, focus, culture, and process. See page [●]. Our Lead Independent Director regularly meets with each director to gather input on Board matters. See page [●]. Our Board regularly assesses its optimal leadership structure. See page [●]. Our Board is informed by input from stockholders. See page [●].

 

Proxy Statement Summary

 

 

Our Stockholders Inform and Guide Achievement of Governance Objectives

Our Board and management are committed to engaging with and listening to our stockholders. Throughout 2017 and into 2018, we provided updates about our Board and our company to our major stockholders and key stakeholders representing approximately 38% of shares outstanding. In addition, our Board and management met with many of these stockholders and stakeholders to solicit their input on important performance, governance, executive compensation, human capital management, regulatory, environmental, social, and other matters. This continued dialogue has informed our Board’s meeting agendas, and led to governance enhancements that help us address the issues that matter most to our major stockholders and key stakeholders. This engagement process complements our Responsible Growth and will assist us in achieving our strategic objectives, creating long-term value, maintaining our culture of compliance, and contributing to our environmental, social, and governance activities.

 

See “Stockholder Engagement” on page 21 for more information on our stockholder engagement philosophy and activities.

 

Deliberate, Assess, and Prepare Our Board assesses and monitors: investor sentiment stockholder voting results trends in governance, executive compensation, human capital management, regulatory, environmental, social, and other matters Our Board identifies and prioritizes potential topics for stockholder engagement Outreach and Engagement Directors and executive management regularly meet with stockholders to actively solicit input on a range of issues, and report stockholder views to our Board A two-way dialogue is maintained to clarify and deepen our Board’s understanding of stockholder concerns, and provide stockholders with insight into our Board’s processes Management also routinely engages with investors individually, at conferences and other forums Respond Our Board responds, as appropriate, with continued discussion with stockholders and enhancements to policy, practices, and disclosure For more information on governance enhancements informed by stockholder input, please see page [●] Evaluate Stockholder input informs our Board’s ongoing process of continually enhancing governance and other practices Our Board and executive management review stockholder input to identify consistent themes, and research and evaluate any identified issues and concerns

 

iv						Bank of America Corporation 2018 Proxy Statement

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—for the company, line of business, and the individual. 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 stockholder interests. A majority of total variable compensation granted to named executive officers is in the form of deferred equity-based awards, further encouraging long-term focus on generating sustainable growth for our stockholders.

2017 Compensation Decisions for the CEO

In 2017, the company’s focus on Responsible Growth produced earnings of $18.2 billion, including a charge of $2.9 billion related to the Tax Cuts and Jobs Act (Tax Act). Excluding the Tax Act impact, Responsible Growth delivered earnings of $21.1 billion, which is up 18% over 2016 earnings of $17.8 billion. In recognition of our Responsible Growth results, overall company performance, and the CEO’s individual performance, the Compensation and Benefits Committee and the Board’s independent directors determined the following compensation for our CEO:

 

🌑  Total compensation, inclusive of base salary and equity-based incentives, of $23.0 million   🌑  93.5% 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)   🌑  46.7% of Mr. Moynihan’s total compensation was awarded in the form of 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 was awarded as cash-settled restricted stock units (CRSUs) and time-based restricted stock units (TRSUs)   🌑  Based on stockholder input and our Board’s assessment, this overall pay structure is consistent with prior years

 

Compensation Risk Management Features				Historical Say on Pay Votes
🌑  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 evaluations and compensation decisions   🌑  Deferral of a majority of variable pay through equity-based awards   🌑  Robust stock ownership and retention requirements for executive officers   🌑  Use of multiple cancellation and clawback features for equity-based awards				Our Compensation and Benefits Committee believes the results of last year’s Say on Pay vote and input from our stockholder engagement affirmed our stockholders’ support of our company’s executive compensation program. This informed our decision to maintain a consistent overall approach in setting executive compensation for 2017.

See “Compensation Discussion and Analysis” on page 37 and “Executive Compensation” on page 51.

 

(1)	Total compensation pay components does not equal 100% due to rounding.

 

Proxy Statement Summary

 

 

Sustainable Responsible Growth

ESG Ratings and Indices

One of 120 companies on environmental A List   CDP Climate rating of 2,418 companies

World Index (top 10% of banks) & North America Index (top 20% of banks)   Dow Jones Sustainability Index   ESG rating of 3,500 companies

81st percentile     Sustainalytics ESG rating of 332 banks

Ranked #5 of top 100 largest green power purchasers     U.S. Environmental Protection Agency Green Power ranking

BB           MSCI ESG rating

See “Sustainable Responsible Growth” on page 23 and Appendix A.

 

vi						Bank of America Corporation 2018 Proxy Statement

Table of Contents

 

 

Table of Contents

 

 

Internet Availability of Proxy Materials

We mailed or emailed to most of our stockholders 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 12, 2018. Our Board requests that you submit your proxy by the Internet, telephone, or mail so that your shares will be represented and voted at our annual meeting.

 

Proposal 1: Electing Directors

 

 

Proposal 1: Electing Directors

Our Board is presenting 15 nominees for election as directors at our annual meeting. All nominees currently serve as directors on our Board. Other than Dr. Zuber, who was appointed to our Board in December 2017, all nominees were elected by you at our 2017 annual meeting of stockholders. Each director elected at the meeting will serve until our 2019 annual meeting or until a successor is duly elected and qualified. 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		Inde- pendent		Other U.S.-Listed Public Company Boards		Committee Membership (C = Chair)
Sharon L. Allen, 66		Former Chairman, Deloitte LLP		2012		Yes		1		Audit (C)   Corporate Governance
Susan S. Bies, 70		Former Member, Board of Governors of the   Federal Reserve System		2009		Yes		None		Corporate Governance Enterprise Risk
Jack O. Bovender, Jr., 72		Lead Independent Director, Bank of America Corporation;   Former Chairman and CEO, HCA Inc.		2012		Yes		None		None
Frank P. Bramble, Sr., 69		Former Executive Vice Chairman, MBNA Corporation		2006		Yes		None		Corporate Governance   Enterprise Risk (C)
Pierre J. P. de Weck, 67		Former Chairman and Global Head of Private Wealth Management,   Deutsche Bank AG		2013		Yes		None		Audit Compensation and Benefits
Arnold W. Donald, 63		President and CEO, Carnival Corporation and Carnival plc		2013		Yes		2		Audit Compensation and Benefits
Linda P. Hudson, 67		Chairman and CEO, The Cardea Group, LLC; Former President and CEO,   BAE Systems, Inc.		2012		Yes		2		Compensation and Benefits Enterprise Risk
Monica C. Lozano, 61		CEO, College Futures Foundation; Former Chairman, US Hispanic Media Inc.		2006		Yes		1		Compensation and Benefits (C) Enterprise Risk
Thomas J. May, 71		Former Chairman and CEO, Eversource Energy;   Chairman, Viacom Inc.		2004		Yes		1		Corporate Governance (C) Enterprise Risk
Brian T. Moynihan, 58		Chairman and CEO,   Bank of America Corporation		2010		No		None		None
Lionel L. Nowell, III, 63		Former SVP and Treasurer, PepsiCo, Inc.		2013		Yes		2		Audit   Corporate Governance
Michael D. White, 66		Former Chairman, President and CEO, DIRECTV		2016		Yes		2		Audit Compensation and Benefits
Thomas D. Woods, 65		Former Vice Chairman and SEVP, Canadian Imperial Bank of Commerce		2016		Yes		None		Corporate Governance Enterprise Risk
R. David Yost, 70		Former CEO, AmerisourceBergen Corporation		2012		Yes		2		Audit Compensation and Benefits
Maria T. Zuber, 59		Vice President for Research and E. A. Griswold Professor of Geophysics, Massachusetts Institute of Technology		2017		Yes		1		Corporate Governance Enterprise Risk

 

Number of Board and Committee Meetings Held in 2017(2)
22(3)		15		10		7		13
Board		Audit		Compensation and Benefits		Corporate Governance		Enterprise Risk

 

(1)	Age as of annual meeting date.

(2)	In addition to the number of formal meetings reflected above, from time to time the Board and/or its committees also held educational and/or informational sessions.

(3)	Includes the Board’s stand-alone risk oversight meetings.

 

2						Bank of America Corporation 2018 Proxy Statement

Proposal 1: Electing Directors

 

 

Identifying and Evaluating Director Candidates

 

Our Board seeks directors whose complementary knowledge, experience, and skills provide a broad range of perspectives

and leadership expertise in financial services and other highly complex and regulated industries, strategic planning and business development, business operations, marketing and distribution, technology, risk management and financial controls, corporate governance and public policy, and other areas important to our company’s strategy and oversight. Our Board also assesses director age, tenure, and Board continuity, and 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, including race, gender, ethnicity, and professional experience, and regularly assesses our Board’s diversity when identifying and evaluating director candidates. In addition, our Corporate Governance 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, comprised of the 15 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 stockholders. 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 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.

 

 

Proposal 1: Electing Directors

 

 

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

To maintain a vibrant mixture of fresh perspectives brought by new directors and the institutional knowledge and industry insights of directors having longer experience on our Board, the Committee reviews practices that enhance the Board’s refreshment process, including the appropriate retirement age and related tenure limitations, and ability to commit the time necessary to our company. To further expand the pool of available director talent for potential Board refreshment, which includes many retired CEOs and other senior executives, in 2017, the Committee reviewed the advisability of increasing the director retirement age, which had been set at 72, based on peer analysis and demographic trends. As part of its review, the Committee also sought investors’ perspectives on this topic during engagement discussions in 2017. Based on the Committee’s review and at its recommendation, the Board amended our Corporate Governance Guidelines to provide that a director who has reached the age of 75 shall not be nominated for election to our Board. For additional information the average tenure of directors serving on our Board and each director’s tenure, see “Our Director Nominees” on page 5.

Identify. To drive effective Board renewal, refreshment, and Board leadership succession planning, the Committee has a routine 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 requests the third-party search firms the Committee engages to identify potential candidates for review. The Committee considers and provides feedback on the then-current pool of director talent identified by search firms; and the search firms periodically update the lists of potential director candidates as shaped by Committee and Board review.

In 2017, the Committee continued to develop the pool of potential director candidates using two external search firms. In its work with the external search firms, the Committee emphasizes the importance of diversity in its consideration of director candidates. The potential director candidates possess professional experiences and the gender, racial, and ethnic diversity aligned with the Committee-specified criteria and with the qualities identified by our Board in 2016 and 2017 self-evaluations. See “Board Evaluation” on page 17 for additional information on our Board’s self-evaluation process. Dr. Zuber was identified by the Lead Independent Director, and reviewed by an external search firm for inclusion in the pool of potential director candidates and appointed to the Board following Committee evaluation and nomination. The Committee also considers candidates proposed by management and our stockholders.

Evaluate. The Committee has an established process for evaluating director candidates that it follows regardless of who recommends the candidate for consideration. Through this process, the Committee reviews available information regarding each candidate, including qualifications, experience, skills, and integrity, as well as race, gender, and ethnicity. 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 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. See “Director Commitment” on page 19.

Any stockholder who wishes to recommend a director candidate for consideration by our Corporate Governance Committee must submit a written recommendation to our Corporate Secretary at Bank of America Corporation, Hearst Tower, 214 North Tryon Street, NC1-027-18-05, Charlotte, North Carolina 28255. For our 2019 annual meeting of stockholders, the Committee will consider recommendations received by October 15, 2018. The recommendation must include the information set forth in our Corporate Governance Guidelines, which are published on our website at http://investor.bankofamerica.com.

 

4						Bank of America Corporation 2018 Proxy Statement

Proposal 1: Electing Directors

 

 

Our Director Nominees

Recommend. The Board selected our 15 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 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.

 

		Our 15 nominees:     🌑  are seasoned leaders who have held a diverse array of leadership positions in complex, highly regulated businesses (including banks and other financial services organizations), and with one of our primary regulators   🌑  have served as chief executives and in senior positions in the areas of risk, operations, finance, technology, and human resources   🌑  bring deep and diverse experience in public and private companies, financial services, academia, the public sector, nonprofit organizations, and other domestic and international businesses   🌑  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   🌑  represent diverse backgrounds and viewpoints   🌑  strengthen our Board’s oversight capabilities by having varied lengths of tenure that provide historical and new perspectives about our company     Represent a diverse range of qualifications and skills:
		🌑  Strategic Planning   🌑  Financial Services Experience   🌑  Consumer, Corporate, and Investment Banking   🌑  Marketing and Retail Distribution   🌑  Environmental, Social, and Governance (ESG)   🌑  Human Capital Management and Succession Planning   🌑  Corporate Governance   🌑  Leadership of Complex, Highly Regulated Businesses		🌑  Risk Management, including Credit, Operational, and Reputational Risk   🌑  Audit/Financial Reporting   🌑  Government, Public Policy, and Regulatory Affairs   🌑  Cybersecurity, Technology, and Information Security   🌑  Public Company Board Service   🌑  Business Development   🌑  Global Perspective
		Represent a range of tenures, with an average tenure of 6.1 years(1):
		(1)   Calculated by full years of completed service based on date of initial election as of our annual meeting date.

 

Proposal 1: Electing Directors

 

 

      Our Board recommends a  vote “FOR” each of the 15 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.

 

Sharon L. Allen				Age: 66                                                     Director since: August 2012
		Former Chairman, Deloitte   Other U.S.-Listed Public Company Directorships 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:

 

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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

 

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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

 

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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

 

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Member of the Board of Directors of a food and drug retailer seeking to become a public company under the name Albertsons Companies, Inc.

 

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Director of First Solar, Inc., Chair of its Audit Committee, and member of its Technology Committee

Other Leadership Experience and Service:

 

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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

 

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

 

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

 

6						Bank of America Corporation 2018 Proxy Statement

Proposal 1: Electing Directors

 

 

Susan S. Bies				Age: 70                                                     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 National 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 service on the Boards of Directors of Zurich Insurance Group Ltd. (Zurich Insurance) and Merrill Lynch International (MLI).

Professional Highlights:

 

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Senior Advisory Board Member to Oliver Wyman Group, a management consulting subsidiary of Marsh & McLennan Companies, Inc., February 2009 to December 2016

 

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

 

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

 

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

 

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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

 

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

 

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Director of and Chair, Risk Committee for Zurich Insurance

 

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Chair, Board of Directors of MLI

Other Leadership Experience and Service:

 

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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

 

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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

 

Jack O. Bovender, Jr.				Age: 72                                                     Director since: August 2012
		Lead Independent Director, Bank of America Corporation   Former Chairman and Chief Executive Officer, HCA		Mr. Bovender’s roles as former Chairman, Chief Executive Officer, President, and Chief Operating Officer of HCA Inc. (HCA) enable him to bring his extensive experience leading a large, regulated, complex business to our Board. Mr. Bovender’s experience with HCA and service on the Board of Trustees of Duke University, including as Chair and as former Chair of its Presidential Search Committee and its Audit Committee, provide him with insight into board leadership, risk management, operational risk, and strategic planning, and valuable perspective on corporate governance issues.

Professional Highlights:

 

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Chairman and Chief Executive Officer of HCA, the largest investor-owned hospital operator in the U.S. and a Fortune 100 company owning and operating hospitals and surgery centers, from January 2002 to December 2009, and Chief Executive Officer from January 2001 to January 2009

 

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During a 32-year tenure at HCA, held several senior-level positions including President and Chief Operating Officer

 

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40-year veteran of the healthcare industry starting with hospital administration for the U.S. Navy

Other Leadership Experience and Service:

 

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Chair of the Duke University Board of Trustees and chair of the Executive Committee; serves on the Duke University Health System Board; and on the Board of Visitors at the Duke University Fuqua School of Business

 

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Recipient of Duke University’s Distinguished Alumni Award in 2012

 

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Served on the Board of Governors of the American College of Healthcare Executives (ACHE); recipient of ACHE’s Gold Medal Award recognizing significant career-long contributions to the healthcare profession

 

Proposal 1: Electing Directors

 

 

Frank P. Bramble, Sr.				Age: 69                                                     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:

 

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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

 

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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

 

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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

 

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Served as a director, 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.

 

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

Other Leadership Experience and Service:

 

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

 

Pierre J. P. de Weck				Age: 67                                                     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 Wealth 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 Bank of America Merrill Lynch International (BAMLI). Mr. de Weck’s service as Chief Credit Officer of UBS provides him with further credit risk management experience.

Professional Highlights:

 

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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

 

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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

 

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

 

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Currently serves on the Board of Directors of our U.K. banking entity, BAMLI

 

8						Bank of America Corporation 2018 Proxy Statement

Proposal 1: Electing Directors

 

 

Arnold W. Donald				Age: 63                                                     Director since: January 2013
		President and Chief Executive Officer, Carnival   Other U.S.-Listed Public Company Directorships Carnival; Crown Holdings, Inc. Past Five Years: The Laclede Group, 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 Company (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:

 

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

 

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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

 

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President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from January 2006 to February 2008

 

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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

 

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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

 

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Director of Crown Holdings, Inc. and member of its Compensation Committee

Other Leadership Experience and Service:

 

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

 

Linda P. Hudson				Age: 67                                                     Director since: August 2012
		Executive Officer, The Cardea Group, LLC   Former President and Chief Executive Officer, BAE   Other U.S.-Listed Public Company Directorships Ingersoll-Rand plc; 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:

 

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

 

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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

 

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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

 

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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

 

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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

 

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Director of The Southern Company and member of its Nominating, Governance and Corporate Responsibility Committee and its Operations, Environmental and Safety Committee; director of Ingersoll-Rand plc and member of its Audit, Finance, and Technology and Innovation Committees

Other Leadership Experience and Service:

 

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Member of the Board of Directors of the University of Florida Foundation, Inc. and the University of Florida Engineering Leadership Institute, and a former member of the Charlotte Center Executive Board for the Wake Forest University School of Business

 

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

 

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Member of Board of Trustees of Central Piedmont Community College Foundation

 

Proposal 1: Electing Directors

 

 

 

Monica C. Lozano				Age: 61                                                     Director since: April 2006
		Chief Executive Officer, College Futures Foundation   Former Chairman, US Hispanic Media Inc.   Other U.S.-Listed Public Company Directorships Target Corporation Past Five Years: The Walt Disney Company		Ms. Lozano’s roles as the Chief Executive Officer of College Futures Foundation, a nonprofit 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 experience in broad leadership management over 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, 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:

 

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Chief Executive Officer of College Futures Foundations since December 2017. College Futures Foundation is a nonprofit 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

 

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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

 

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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

 

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Served as Publisher of La Opinion, a subsidiary of ImpreMedia and the leading Spanish-language daily print and online newspaper in the country, from 2004 to May 2014, and Chief Executive Officer from 2004 to July 2012

 

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Director of Target Corporation and member of its Audit and Finance Committee, and Nominating and Governance Committee

Other Leadership Experience and Service:

 

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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

 

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Currently serves as Chair of the Board of Directors 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

 

Thomas J. May				Age: 71                                                     Director since: April 2004
		Chairman, Viacom Inc.   Former Chairman, President, and Chief Executive Officer, Eversource Energy   Other U.S.-Listed Public Company Directorships Viacom Inc. Past Five Years: 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 gives 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:

 

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

 

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

 

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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

 

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Currently serves on the Board of Directors of Liberty Mutual Holding Company, Inc. and as the non-executive Chairman of the Board of Directors of Viacom Inc.

 

10						Bank of America Corporation 2018 Proxy Statement

Proposal 1: Electing Directors

 

 

 

Brian T. Moynihan				Age: 58                                                     Director since: January 2010
		Chairman of the Board and Chief Executive Officer, Bank of America Corporation   Other U.S.-Listed Public Company Directorships Past Five Years: Merrill Lynch & Co., Inc. (former subsidiary; merged into Bank of America Corporation in 2013)		As our Chief Executive Officer, Mr. Moynihan has led the transformation of our company by rebuilding capital and liquidity, streamlining and simplifying our business model to focus on three core customer and client groups, divesting non-core businesses and products, resolving mortgage-related issues from the financial crisis, and reducing core expenses. Mr. Moynihan also conceived and leads our drive for Responsible Growth. 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 broad international and domestic financial services experience, including wholesale and retail businesses.

Professional Highlights:

 

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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

 

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Chairman of the Board of Directors of Financial Services Roundtable; Chairman of Financial Services Forum; Chairman of the Business Roundtable Health & Retirement Committee; member of the Supervisory Board of The Clearing House Association L.L.C.; member of the Executive Committee of the International Business Council

 

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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

 

Lionel L. Nowell, III				Age: 63                                                     Director since: January 2013
		Former Senior Vice President and Treasurer, PepsiCo, Inc.   Other U.S.-Listed Public Company Directorships American Electric Power Company, Inc.; British American Tobacco p.l.c. Past Five Years: HD Supply Holdings, Inc.; Reynolds American, Inc.; Darden Restaurants, 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:

 

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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

 

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Served as Senior Vice President, Strategy and Business Development at RJR Nabisco, Inc. from 1998 to 1999

 

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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

 

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Director of American Electric Power Company, Inc., Chair of its Audit Committee and member of its Committee on Directors & Corporate Governance, Executive Committee, Finance Committee, and Policy Committee; director of British American Tobacco p.l.c. and member of its Audit Committee and Nominations Committee

Other Leadership Experience and Service:

 

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

 

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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

 

Proposal 1: Electing Directors

 

 

 

Michael D. White				Age: 66                                                     Director since: June 2016
		Former Chairman, President, and Chief Executive Officer of DIRECTV   Other U.S.-Listed Public Company Directorships Kimberly-Clark Corporation; Whirlpool Corporation Past Five Years: DIRECTV		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:

 

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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

 

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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

 

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Served as Senior Vice President at Avon Products, Inc.

 

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Served as a Management Consultant at Bain & Company and Arthur Andersen & Co.

 

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Director of Kimberly-Clark Corporation, Chair of its Audit Committee and member of its Executive Committee; director of Whirlpool Corporation, Chair of its Audit Committee, and member of its Corporate Governance and Nominating Committee

Other Leadership Experience and Service:

 

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Member of the Boston College Board of Trustees

 

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Chairman of the Partnership for Drug-Free Kids 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

 

Thomas D. Woods				Age: 65                                                     Director since: April 2016
		Former Vice Chairman and Senior Executive Vice President of CIBC		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:

 

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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

 

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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

 

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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

Other Leadership Experience and Service:

 

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Serves as a member of the Board of Directors of Jarislowsky Fraser Limited, a global investment management firm

 

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

 

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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

 

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

 

12						Bank of America Corporation 2018 Proxy Statement

Proposal 1: Electing Directors

 

 

 

R. David Yost				Age: 70                                                     Director since: August 2012
		Former Chief Executive Officer, AmerisourceBergen   Other U.S.-Listed Public Company Directorships Johnson Controls International plc (formerly, Tyco International plc); Marsh & McLennan Companies, Inc. Past Five Years: AmerisourceBergen; Exelis 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:

 

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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

 

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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

 

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Director of Johnson Controls International plc and member of its Compensation Committee; director of Marsh & McLennan Companies, Inc., Chair of its Corporate Responsibility Committee, and member of its Compensation Committee

 

Maria T. Zuber				Age: 59                                                     Director since: December 2017
		Vice President for Research and E. A. Griswold Professor of Geophysics, MIT   Other U.S.-Listed Public Company Directorships 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 proficiencies to our Board.

Professional Highlights:

 

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Vice President for Research at MIT, a leading research institution, since 2010

 

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Senior Research Scientist at NASA since 2010, serving in 2012 as Principal Investigator of the Gravity Recovery and Interior Laboratory, or GRAIL, mission, 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

 

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

 

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Served as Scientist at NASA from 1993 to 2010, and as a Geophysicist from 1986 to 1992

 

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Director of Textron Inc., a diversified manufacturer, and member of its Nominating and Corporate Governance, and Organization and Compensation Committees

Other Leadership Experience and Service:

 

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Appointed in 2013 by President Obama and currently serves as Chair of 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

 

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Serves as a member of the Board of Directors of The Massachusetts Green High Performance Computing Center, a joint venture by Massachusetts universities, which provides infrastructure for computationally intensive research

 

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Serves on the Board of Fellows of Brown University

 

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 financial and strategic 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 ESG initiatives, including our human capital management practices   🌑  overseeing and participating in our stockholder engagement activities to ascertain perspectives and topics of interest from our stockholders

 

Director Independence

The New York Stock Exchange (NYSE) listing standards require a majority of our directors and each member of our Audit, Compensation and Benefits, and Corporate Governance Committees 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 a director or director nominee “independent” if he or she meets the criteria for independence in both the NYSE listing standards and our Categorical Standards.

In early 2018, our Board, in coordination with our Corporate Governance Committee, evaluated the relevant relationships between each director/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/director nominees are independent, except for Mr. Moynihan due to his employment by our company. Specifically, the following 14 of our 15 directors/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, 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 determined that none of the relationships constituted a material relationship between the director/director nominee and our company:

 

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Our company or its subsidiaries provided ordinary course financial products and services to all of our directors/director nominees. Our company or its subsidiaries also provided ordinary course financial products and services to some of these directors’/director nominees’ immediate family members and entities affiliated with some of our directors/director nominees or their immediate family members (Mr. Donald and Mr. May). 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.

 

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Our company or its subsidiaries purchased products or services in the ordinary course from entities where some of our directors/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, Mr. May, 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.

 

14						Bank of America Corporation 2018 Proxy Statement

Corporate Governance

 

 

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 stockholders, and to executing our strategic objectives and creating long-term value. This commitment is reflected in our company’s governing documents, our Bylaws, our Corporate Governance Guidelines, and the governing documents of each of the Board’s committees.

Our Board believes that its 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 stockholders and other stakeholders. In accordance with a 2014 amendment to our Bylaws, which our stockholders 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. At our 2017 annual meeting of stockholders, our stockholders once again expressed support for allowing this flexibility by voting over two-thirds of votes cast against a stockholder proposal seeking a Bylaws amendment requiring an independent Chairman.

 

Periodic Review of Board Leadership Structure

At least annually, our Board, in coordination with our Corporate Governance Committee, deliberates on and discusses the appropriate Board leadership structure, including the considerations described above. Based on that assessment and on input from stockholders, our Board believes that the existing structure, with Mr. Moynihan as Chairman and Mr. Bovender as Lead Independent Director, continues to be the optimal leadership framework at this time. As a highly regulated global financial services company, we and our stockholders benefit from an executive Chairman with deep experience and leadership in and knowledge of the financial services industry, our company, its businesses, and our drive for Responsible Growth, and a strong, active Lead Independent Director who exercises robust, well-defined duties. Our Lead Independent Director, together with the other independent directors, exemplifies objective independent Board leadership, and effectively engages and oversees management.

 

In 2017, our Board updated our Corporate Governance Guidelines to 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.

Robust and Well-defined Lead Independent Director Duties

Our Corporate Governance Guidelines establish robust and well-defined duties for the independent leader of our Board. Our Board’s support of the current leadership structure is premised on these duties being transparently disclosed, comprehensive in nature, and actively exercised.

 

Corporate Governance

 

 

 

 

Board Leadership		🌑  In the case of the Chairman, presiding at all meetings of our Board and, in the case of the Lead Independent Director, 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   🌑  In the case of the Lead Independent Director, 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 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 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 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 Committee, our Compensation and Benefits 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 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 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 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 stockholders) and consulting on committee membership and committee chairs
Stockholders and Other Stakeholders		🌑  Being available for consultation and direct communication, to the extent requested by major stockholders   🌑  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

 

16						Bank of America Corporation 2018 Proxy Statement

Corporate Governance

 

 

 

Board Evaluation

Our Board and our Board’s Audit, Compensation and Benefits, Corporate Governance, and Enterprise Risk Committees thoroughly 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 by the Corporate Governance Committee.

 

 

 

 

 

Corporate Governance

 

 

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. Our Corporate Governance Committee developed the formal 2017 self-evaluation to solicit director feedback on the five key areas identified to the right. For the 2017 formal self-evaluation, our Corporate Governance Committee also solicited director views on actions taken in response to the prior year’s evaluation results, and sought additional input on the Board’s director succession planning process. In addition, our Corporate Governance Committee considered industry trends, practices of our peers, feedback from stockholders, and regulatory developments.		Characteristics of Highly Effective Boards     Board and Committee Composition     Board Culture     Board and Committee Focus     Board Process     Information and Resources

Enhancements Made in Response to Formal Board Self-Evaluations

Board and Committee Composition; Board Culture. Our Board identifies through its self-evaluation process attributes of potential director candidates and how such attributes and qualifications would be additive to our overall Board and committee composition and Board culture in light of our company’s current strategy.

Board and Committee Focus; Board Process. All directors participate in the agenda setting and the strategic planning process through active and regular feedback in executive sessions and to the Lead Independent Director and management. Materials for each Board and committee meeting include the proposed agenda topics for the remainder of the year; these topics are updated over time to reflect director and stockholder input and care is taken to develop Board and committee agendas that are sufficiently flexible to promptly address time-sensitive matters as they arise.

Information and Resources. Our Board requires clear and comprehensive information critical for its effective oversight. In response to director self-evaluations, management considers and implements enhancements to further improve the reporting and materials provided to directors. Significant effort has been devoted to clear, timely, and regular communication between directors and management:

 

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Lead Independent Director. Our Lead Independent Director regularly speaks with other directors, our CEO and management members, and our primary regulators. See “Robust and Well-defined Lead Independent Director Duties” on page 15.

 

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Chairman and CEO Memos. Our Board receives a memo from our Chairman and CEO in advance of every Board meeting with updates on the upcoming meeting, background information on the discussion topics, and information on other relevant developments.

 

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Committee Chairs and Other Directors. Our committee chairs regularly communicate with management to discuss the development of meeting agendas and presentations. The Chair of our Audit Committee communicates regularly with the Corporate General Auditor, Chief Financial Officer, and Chief Accounting Officer; the Chair of the Enterprise Risk Committee communicates regularly with our Chief Risk Officer, Chief Administrative Officer, and Chief Operations and Technology Officer; the Chair of our Corporate Governance Committee communicates regularly with our Chief Administrative Officer, Vice Chairman (chair of our management ESG committee), Global Human Resources Executive, and Corporate Secretary; and the Chair of the Compensation and Benefits Committee communicates regularly with our Global Human Resources Executive.

 

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Strategic Planning and Agenda Topic Development. Each Board member regularly meets with our Global Strategy Executive, both in-person and by phone, to provide input regarding our company’s strategic planning and review process, as well as related agenda topics of interest. Agenda items added in response to the directors’ input are reflected in the “Topical Agendas” for the year and included in the Board’s meeting materials for each meeting.

 

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Other Communications to the Board, Committees, Committee Chairs, and Other Directors. In between Board and committee meetings, directors receive prompt updates from management on developing matters.

 

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Reference Materials. Directors also regularly receive quarterly strategy updates, securities analysts’ reports, investor communications, company publications, regulator publications, law firm memoranda, news articles and video clips, and other reference materials.

 

18						Bank of America Corporation 2018 Proxy Statement

Corporate Governance

 

 

Director Education

Our Board believes that 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. 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 2017, our Board heard from our primary banking regulators; third-party and legal advisors on topics ranging from governance trends to the current bank regulatory environment; and from management on numerous subjects, including investor sentiments, stockholder activism, regulatory developments, lending technologies, payment systems, and cybersecurity.

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 graduated 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 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.

Director Commitment

Our Board understands the significant time commitment involved with serving on the Board and its committees, and takes steps to determine that all directors and director nominees have the time necessary to discharge their duties. Our Corporate Governance 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 Committee assesses directors’ time commitment to the Board throughout the year, including through the annual formal self-evaluation process. In addition, directors seek approval from the Committee prior to joining the board of another public company, and offer to resign from the Board as a result of changes to their principal occupation for further consideration by the Committee and the Lead Independent Director.

Through our Corporate Governance Committee, the Board regularly reviews and closely monitors stockholders’ views on the appropriate number of public company boards on which directors may serve. The Committee considers: the proxy voting guidelines of our major stockholders; input from our stockholders during our engagement discussion; voting policies of the major proxy advisory firms; corporate governance guidelines adopted by other public companies; board trends at peer and other significant public companies; and advice from outside advisors. In 2016, at the Committee’s recommendation, our Board amended the Corporate Governance Guidelines to reduce the maximum number of public company boards on which a director on our Board may serve from six to four public companies (including our Board), and to 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.

Board Meetings, Committee Membership, and Attendance

Directors are expected to attend our annual meetings of stockholders 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 2017. In addition, all of the directors serving on our Board at the time of our 2017 annual meeting attended the meeting.

Our independent directors meet privately in executive session without management present at each regularly scheduled Board meeting and held 16 such executive sessions in 2017. Our Lead Independent Director leads these Board executive sessions.

Our Board has five committees. Charters describing the responsibilities of each of the Audit, Compensation and Benefits, Corporate Governance, and Enterprise Risk Committees can be found at http://investor.bankofamerica.com, and their membership is set forth on page 2. Our Board’s fifth committee, the Corporate Development Committee, was formed by our Board in 2013 as the result of a litigation settlement to oversee certain transactions.⁽¹⁾

 

(1)

Our Corporate Development Committee assists our Board in overseeing our company’s consideration of potential mergers and acquisitions valued at greater than $2 billion. Mr. Bovender chairs the Committee and Mr. Nowell and Mr. Yost are members; they are independent under the NYSE listing standards and our Categorical Standards. This Committee did not meet in 2017.

 

Corporate Governance

 

 

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, considering the recommendations of our Corporate Governance Committee, reviews our committee charters and committee membership at least annually. The duties of our committees are summarized below:

 

		Audit   Key Responsibilities   🌑 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 Corporate General Auditor 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 Securities and Exchange Commission (SEC) rules   🌑  All Committee members are financially literate in accordance with NYSE listing standards   🌑  All Committee members qualify as audit committee financial experts under SEC rules						Enterprise Risk   Key Responsibilities   🌑  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 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
		Compensation and Benefits   Key Responsibilities   🌑  Oversees establishing, maintaining, and administering our compensation programs and employee benefit plans   🌑  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 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   🌑  Heightened independence requirements (same as those applicable to Audit Committee members under SEC rules)						Corporate Governance   Key Responsibilities   🌑  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 and its committees in their formal annual self-evaluations   🌑  Reviews and reports to the Board on our ESG activities   🌑  Reviews and assesses stockholder input and our stockholder engagement process   Independence / Qualifications   🌑  All Committee members are independent under the NYSE listing standards and our Categorical Standards

 

20						Bank of America Corporation 2018 Proxy Statement

Corporate Governance

 

 

Stockholder Engagement

Our Board and management are committed to regular engagement with our stockholders and soliciting their views and input on important performance; corporate governance; environmental, social, and governance, including human capital management; and executive compensation matters; and other topics.

 

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Board-Driven Engagement. Our Corporate Governance Committee is responsible for overseeing the stockholder engagement process and the periodic review and assessment of stockholder input. Both our Chairman and our Lead Independent Director play a central role in our Board’s stockholder engagement efforts, and our directors regularly participate in meetings with stockholders and consider input received from investors.

 

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Commitment Codified in Governing Documents. Reflecting our Board’s understanding of the critical role stockholder engagement plays in our governance, this commitment and our Board’s oversight of stockholder engagement were codified in 2016 in our Corporate Governance Guidelines and our Corporate Governance Committee’s charter.

 

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Year-Round Engagement and Board Reporting. Our Corporate Secretary, Investor Relations, ESG, and Human Resources teams, together with executive management members and directors, conduct outreach to stockholders throughout the year to obtain their input on key matters and to inform our management and our Board about the issues that our stockholders tell us matter most to them.

 

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Transparency and Informed Governance Enhancements. Our Board routinely reviews our governance practices and policies, including our stockholder engagement practices, with an eye towards continual improvement and enhancements. Stockholder input is regularly shared with our Board, its committees, and management, facilitating a dialogue that provides stockholders with transparency into our governance practices and considerations, and informs our company’s enhancement of those practices. In addition to stockholder sentiments, our Board considers trends in governance practices and regularly reviews the voting results of our meetings of stockholders, the governance practices of our peers and other large companies, and current trends in governance. See the next page for additional detail on recent governance enhancements our Board implemented.

Our directors and management continued to meet with our major stockholders and key stakeholders throughout 2017 to obtain their input and to discuss their views on, among other things, our Board’s independent oversight of management, our Board’s composition, director succession planning and recruitment, and self-evaluations, and our Board’s oversight of strategic planning, risk management, human capital management, environmental initiatives, and other issues important to our stockholders. These views were shared with our Board and its committees, where applicable, for their consideration.

In addition to engaging with our institutional stockholders, in March 2018 we published video interviews with our directors to provide all stakeholders, including our retail stockholders, with the opportunity to hear directly from our Board. The videos address the Board’s governance practices, oversight of management, and our company’s Responsible Growth; they are available at www.bankofamerica.com/annualmeeting.

 

 

 

Corporate Governance

 

 

 

 

🌑  Stockholders were supportive of our approach to Board composition and refreshment and our deliberate process for director succession planning   🌑  Stockholders understand our approach to Responsible Growth and the role that our ESG practices play in that. They appreciated the breadth and depth of our disclosures in these areas   🌑  A strong majority of the institutional stockholders 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   🌑  Stockholders appreciated meeting with our Lead Independent Director and hearing directly from him regarding our Board’s oversight of the company’s strategy, risk management practices, our ESG initiatives, and our drive for Responsible Growth   🌑  Stockholders were interested in the culture of our Board and how directors influence management’s execution of our company’s values and risk management practices

 

Our Board evaluates and reviews input from our stockholders 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 stockholders. Our dialogue has led to enhancements in our corporate governance, ESG, and executive compensation activities, which our Board believes are in the best interest of our company and our stockholders. For example, after considering input from stockholders and other stakeholders, our company:   🌑  Continued to refine our stockholder engagement process to connect stockholders with our Lead Independent Director, Chairman, other directors, and executive management   🌑  Enhanced our ESG disclosure in 2017 by publishing our 2016 Environmental, Social & Governance Highlights and including additional ESG information in our other disclosure documents   🌑  Continued our active participation in the Sustainability Accounting Standards Board (SASB) and our work with the Task Force on Climate-related Financial Disclosure, including through the service of our Chief Accounting Officer on the SASB Foundation Board of Directors   🌑  Provided additional disclosure regarding our commitment to equal pay for equal work, including ratios of female-to-male employee compensation and minority-to-non-minority employee compensation (see page 26), and our other human capital management practices   🌑  Incorporated an emergency succession plan for our Lead Independent Director and Chairman in our Corporate Governance Guidelines to provide for an orderly, interim succession process in the event of extraordinary circumstances   🌑  Increased the retirement age of directors to 75 from 72 to expand the available pool of potential director candidates and maintain a balanced mix in the length of director tenures   🌑  Added to our corporate governance disclosure regarding our Board’s practices, including regarding our directors’ skills, their self-evaluation process, and oversight of risk   🌑  Further expanded our political activities and lobbying disclosures in 2017 to include a more detailed discussion of our participation in the political process. See the “Political Activities” page of our website at http://investor.bankofamerica.com   Also see “Stockholder Engagement & Say on Pay Results” on page 38 for a discussion of our compensation-related stockholder engagement and our historical Say on Pay vote results.

Communicating with our Board

Stockholders 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. Communications should be addressed to our Corporate Secretary at Bank of America Corporation, Hearst Tower, 214 North Tryon Street, NC1-027-18-05, Charlotte, North Carolina 28255. 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. For further information, refer to the “Contact the Board of Directors” section on our website at http://investor.bankofamerica.com.

 

22						Bank of America Corporation 2018 Proxy Statement

Corporate Governance

 

 

Sustainable Responsible Growth

 

Among the ways we share our success is through our Environmental, Social, and Governance (ESG) priorities. ESG is integrated across our eight lines of business. It informs how we manage our company, the responsible products and services we offer our customers, and the impact we make around the world in helping local economies thrive. ESG is firmly rooted in how we deliver sustainable growth and reflects our values, presents tremendous business opportunity, and allows us to create shared success with our clients and communities.

ESG facilitates business growth by capitalizing on customer and client interest in impact investing and capital markets opportunities that help address today’s challenges while also presenting a good business opportunity. This can be seen in the more than $15 billion in assets under management with a clearly defined ESG approach.

ESG informs our customer-focused strategy, so we have the right set of responsible products and services to serve the full range of client needs—with a particular focus on low- and moderate-income communities.

ESG underscores how we grow within our risk framework, engaging external stakeholders and providing strong oversight of environmental and social risks that present themselves through our business activities.

 

 

Environmental Sustainability

We are in a unique position to help communities transition to a low-carbon, sustainable economy. We do this by providing financing for projects that reduce energy consumption, greenhouse gas emissions, and demands on natural resources like water and land, while lessening the impact of our own operations.

 

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Since 2013, we have delivered nearly $66 billion towards our goal of providing $125 billion by 2025 for low-carbon and sustainable business through lending, investing, capital raising, advisory services, and developing financing solutions for clients around the world

 

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We have quantified the economic impact of our U.S. environmental finance efforts between 2013–2016 in partnership with an independent consulting firm and estimate that during this period, our current environmental business initiative supported an approximate annual average of 40,000 jobs, realized an approximate cumulative $30 billion in economic output, and contributed a cumulative $14.8 billion to the GDP of the United States

 

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We have been the leading global underwriter of green bonds in the industry since 2007 and the leading provider of tax-equity investment in solar and wind power since 2015

 

 

Advancing Economic and Social Progress

We help advance economic and social progress by responsibly extending capital to individuals and companies to create more opportunity and address important social issues. For example, in 2017 we:

 

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Provided over $4 billion in loans, tax credit equity investments, and other real estate development solutions to create housing for individuals, families, veterans, seniors, and previously homeless individuals across the United States

 

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Invested more than $1.5 billion in over 260 community development financial institutions to finance affordable housing, small businesses, and economic development

 

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Announced an additional $20 million in funding available through the Tory Burch Foundation Capital Program to connect women entrepreneurs to affordable loans. Since launching in January 2014, more than 1,700 women entrepreneurs have received capital to grow their businesses

 

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Continued to be one of the nation’s top small business lenders, with $34 billion in small business loan balances (commercial loans under $1 million), according to the Federal Deposit Insurance Corporation

 

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Delivered nearly $200 million in philanthropic investments, including $44 million to connect individuals to jobs and skills that will build long-term financial security

 

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Continued investment in our Better Money Habits® financial education resource, including beginning to roll-out Better Money Habits content in Spanish to better serve Hispanic and Latino communities

 

Corporate Governance

 

 

We also advance the economic health and cultural vitality of local communities through a range of activities including:

 

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We and our employees committed nearly $5 million to support communities impacted by disaster in 2017, including Hurricanes Harvey, Irma, and Maria, the wildfires in California and the earthquakes and hurricane in Mexico

 

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Celebrated the 20th year of Museums on Us with the largest roster of participating institutions since program inception—175 museums across 109 cities in 33 states

 

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Connected employees to meaningful volunteer opportunities through initiatives like our 4th annual Habitat for Humanity Global Build, which engaged more than 2,500 employee volunteers in 90 communities across six countries to build affordable housing and revitalize communities

 

 

Holding Ourselves Accountable

Our dedication to building and maintaining trust for our clients, employees, and stockholders is seen in our commitment to maintaining clear and effective governance practices. For example, we:

 

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Held quarterly management ESG Committee meetings to identify and discuss issues central to our company’s ESG approach and in support of our focus on Responsible Growth, and provided regular updates on progress to our Board

 

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Provided regional ESG oversight through ESG committees in Asia Pacific, Europe, Middle East and Asia, and Latin America that are chaired by in-region leaders and focus on region-specific issues

 

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Conducted an extensive external stakeholder review of our Environmental and Social Risk Policy Framework (ESRPF), which provides a comprehensive view of how our company manages the environmental and social risks that are most relevant to our business. The framework outlines our approach to topics spanning from arctic drilling to human rights to payday lending, including how we identify, measure, monitor, and control these risks. Stakeholder feedback will be incorporated into an updated version of the ESRPF

 

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ESG leadership worked with line of business leadership to provide guidance on issues related to environmental and social risk by participating in line of business risk routines in the Global Banking, Global Markets, and Consumer lines of business

 

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Convened the National Community Advisory Council, a group of 30 representatives of leading civil rights, environmental policy, consumer advocacy, and community development organizations in the U.S., twice in 2017 to allow senior leaders from across the company to engage in meaningful conversations and receive input regarding business practices, products, and environmental and social risk issues

See also Appendix A.

Being a Great Place to Work

Central to sustainable Responsible Growth are the actions we take to be the best place to work for our team. Our culture reflects how we run our company every day. We put the customer first, emphasize integrity and responsibility, and actively encourage all employees to bring their whole selves to work. When we create a workplace where our colleagues are engaged, empowered, and committed for the long term, we are better positioned to help our clients improve their financial lives.

 

 

24						Bank of America Corporation 2018 Proxy Statement

Corporate Governance