Title of each class of securities to which transaction applies:

Aggregate number of securities to which transaction applies:

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

Proposed maximum aggregate value of transaction:

Amount Previously Paid:

Form, Schedule or Registration Statement No.:

Filing Party:

Date Filed:

Proposals for your vote

1.   Electing directors

2

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

48

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

74

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

76

5-8.  Shareholder proposals

83

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

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

 What would you like the power to do?^®

At Bank of America, we ask this question every day of all those we serve. It is at the core of how we live our values, deliver our purpose and achieve Responsible Growth.

Our values

•  Deliver together

•  Act responsibly

•  Realize the power of
our people

•  Trust the team

Our purpose

To help make financial lives better, through the power of every connection

Responsible growth

•  We must grow and win
in the market – no excuses

•  We must grow with our customer-focused strategy

•  We must grow within
our risk framework

•  We must grow in a sustainable manner

Key statistics about our director nominees

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

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

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

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

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

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

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

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

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

Common equity tier 1 (CET1) capital ratio

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

Responsible Growth⁽¹⁾

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

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

—Brian T. Moynihan, Chairman and CEO

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

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

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

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

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

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

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

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

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

Available to those on national bank medical plans.

Nominee

Sharon L. Allen

Audit (C)

Corporate Governance, ESG, and Sustainability

Susan S. Bies

Corporate Governance, ESG, and Sustainability

Enterprise Risk

Frank P. Bramble, Sr.

Corporate Governance, ESG, and Sustainability

Enterprise Risk (C)

Pierre J.P. de Weck

Former Chairman and Global Head of
Private Wealth Management,

Deutsche Bank AG

Compensation and Human Capital

Enterprise Risk

Arnold W. Donald

President and CEO,

Carnival Corporation and Carnival plc

Audit

Compensation and Human Capital

Linda P. Hudson

Former Chairman and CEO,

The Cardea Group, LLC;

Former President and CEO,

BAE Systems, Inc.

Compensation and Human Capital

Enterprise Risk

Monica C. Lozano

CEO, College Futures Foundation;

Former Chairman, US Hispanic Media Inc.

Compensation and Human Capital (C)

Enterprise Risk

Thomas J. May

Former Chairman and CEO,

Eversource Energy

Corporate Governance, ESG, and Sustainability (C)

Enterprise Risk

Brian T. Moynihan

Chairman and CEO,

Bank of America Corporation

Lionel L. Nowell III

Audit

Corporate Governance, ESG, and Sustainability

Denise L. Ramos

Audit

Compensation and Human Capital

Clayton S. Rose

2013-2015

Audit

Compensation and Human Capital

Michael D. White

Audit

Compensation and Human Capital

Thomas D. Woods

Former Vice Chairman and SEVP,

Canadian Imperial Bank of Commerce

Corporate Governance, ESG, and Sustainability

Enterprise Risk

R. David Yost

Audit

Compensation and Human Capital

Maria T. Zuber

Vice President for Research and

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

Corporate Governance, ESG, and Sustainability

Enterprise Risk

Age as of annual meeting date.

Board composition

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

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

Core director attributes

•  High personal integrity

•  Strong business judgment

•  Demonstrated achievement in public or private sectors

•  Proven leadership and management ability

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

•  Free of potential conflicts of interests

•  Collegial manner

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

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

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

Director time commitment

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

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

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

Our Board recommends a vote “FOR” each of the 16 nominees listed below

for election as a director (Proposal 1).

Sharon L. Allen

Age:

69

Director since:

August 2012

Former Chairman, Deloitte

Other U.S.-Listed

Company Boards:

Albertsons Companies, Inc;

First Solar, Inc.

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

Professional highlights:

•   Served as Chairman of Deloitte, a firm that provides audit, consulting, financial advisory, risk management, and tax services, as the U.S. member firm of Deloitte Touche Tohmatsu Limited from 2003 to 2011

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

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

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

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

Other leadership experience and service:

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

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

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

Susan S. Bies

Age:

73

Director since:

June 2009

Former Member, Federal Reserve Board of Governors

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

Professional highlights:

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

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

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

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

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

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

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

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

Other leadership experience and service:

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

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

Frank P. Bramble, Sr.

Age:

72

Director since:

January 2006

Former Executive Vice Chairman, MBNA Corporation

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

Professional highlights:

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

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

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

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

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

Other leadership experience and service:

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

Pierre J.P. de Weck

Age:

70

Director since:

July 2013

Former Chairman and Global Head of Private Wealth Management,

Deutsche Bank

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

Professional highlights:

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

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

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

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

Arnold W. Donald

Age:

66

Director since:

January 2013

President and

Chief Executive Officer, Carnival

Other U.S.-Listed

Company Boards:

Carnival

Past Five Years:

Crown Holdings, Inc.

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

Professional highlights:

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

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

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

•   Served as Chairman and Chief Executive Officer of Merisant from 2000 to 2003, a privately held global manufacturer of tabletop sweeteners, and remained as Chairman until 2005

•   Joined Monsanto in 1977 and held several senior leadership positions with global responsibilities, including President of its Agricultural Group and President of its Nutrition and Consumer Sector, over a more than 20-year tenure

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

Other leadership experience and service:

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

Linda P. Hudson

Age:

70

Director since:

August 2012

Former Chairman and Chief Executive Officer,

The Cardea Group, LLC

Former President and Chief Executive Officer, BAE

Other U.S.-Listed

Company Boards:

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

Past Five Years:

The Southern Company

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

Professional highlights:

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

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

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

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

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

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

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

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

Other leadership experience and service:

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

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

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

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

Monica C. Lozano

Age:

64

Director since:

April 2006

Chief Executive Officer, College Futures Foundation

Former Chairman, US Hispanic Media Inc.

Other U.S.-Listed

Company Boards:

Apple Inc.;

Target Corporation

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

Professional highlights:

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

•   Served as Chair of the Board of Directors of U.S. Hispanic Media Inc., the parent company of ImpreMedia, a leading Hispanic news and information company, from June 2014 to January 2016

•   Served as Chairman of ImpreMedia from July 2012 to January 2016, Chief Executive Officer from May 2010 to May 2014, and Senior Vice President from January 2004 to May 2010

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

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

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

Other leadership experience and service:

•   Member of California’s Task Force on Jobs and Business Recovery

•   Served as a member of President Obama’s Council on Jobs and Competitiveness from 2011 to 2012 and served on President Obama’s Economic Recovery Advisory Board from 2009 to 2011

•   Chair of the Board of Directors of the Weingart Foundation

•   Served as the Chair of the Board of Regents of the University of California, as a member of the Board of Trustees of The Rockefeller Foundation, as a member of the Board of Trustees of the University of Southern California, and as a member of the State of California Commission on the 21st Century Economy

Thomas J. May

Age:

74

Director since:

April 2004

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

Other U.S.-Listed

Company Boards:

Past Five Years:

Viacom Inc.;

Eversource Energy

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

Professional highlights:

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

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

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

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

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

Brian T. Moynihan

Age:

61

Director since:

January 2010

Chairman of the Board and Chief Executive Officer,

Bank of America Corporation

As our Chief Executive Officer, Mr. Moynihan conceived of and leads our approach to Responsible Growth, based on driving a straightforward business model serving three customer and client groups with core financial services, which has delivered record earnings and significant capital return to shareholders. Mr. Moynihan has demonstrated leadership qualities, management capability, knowledge of our business and industry, and a long-term strategic perspective. In addition, he has many years of international and domestic financial services experience, including wholesale and retail businesses.

Professional highlights:

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

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

•   Prior Chairman of Financial Services Forum

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

•   Member of Business Roundtable

•   Chairman of the World Economic Forum’s International Business Council

•   Chairman of the Board of The Council on Competitiveness

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

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

Lionel L. Nowell III

Age:

66

Director since:

January 2013

Lead Independent Director Successor, Bank of America

Former Senior Vice President and Treasurer, PepsiCo, Inc.

Other U.S.-Listed

Company Boards:

Ecolab Inc.; Textron Inc.

Past Five Years:

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

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

Professional highlights:

•   Served as Senior Vice President and Treasurer of Pepsi, a leading global food, snack, and beverage company, from 2001 to May 2009, and as Chief Financial Officer of The Pepsi Bottling Group and Controller of Pepsi

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

•   Held various senior financial roles at the Pillsbury division of Diageo plc, including Chief Financial Officer of its Pillsbury North America, Pillsbury Foodservice, and Häagen-Dazs divisions, and also served as Controller and Vice President of Internal Audit of the Pillsbury Company

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

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

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

Other leadership experience and service:

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

Denise L. Ramos

Age:

64

Director since:

July 2019

Former Chief Executive Officer and President, ITT Inc.

Other U.S.-Listed

Company Boards:

Phillips 66; Raytheon Technologies Corporation

Past Five Years:

ITT Inc.; Praxair, Inc.;

United Technologies Corporation

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

Professional highlights:

•   Former Chief Executive Officer and President of ITT, a diversified manufacturer of critical components and customized technology solutions, from 2011 to 2019; Senior Vice President and Chief Financial Officer of ITT from 2007 to 2011

•   Served as Chief Financial Officer for Furniture Brands International, a former home furnishings company, from 2005 to 2007

•   Served in various roles at Yum! Brands Inc., an American fast-food company, from 2000 to 2005, including Chief Financial Officer of the U.S. Division of KFC Corporation and as Senior Vice President and Treasurer

•   Began her career at Atlantic Richfield Company, where she spent 21 years in a number of finance positions

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

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

Clayton S. Rose

Age:

62

Director since:

October 2018

President, Bowdoin College

Other U.S.-Listed

Company Boards:

Past Five Years:

XL Group, plc

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

Professional highlights:

•   President of Bowdoin College, 2015 to present

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

•   Served as Vice Chairman, headed two lines of business–Global Investment Banking and Global Equities–and was a member of JPMorgan Chase’s senior management team during his approximately 20-year tenure at JPMorgan Chase

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

Other leadership experience and service:

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

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

Michael D. White

Age:

69

Director since:

June 2016

Former Chairman, President, and Chief Executive Officer, DIRECTV

Lead Director,

Kimberly-Clark Corporation

Other U.S.-Listed

Company Boards:

Kimberly-Clark Corporation; Whirlpool Corporation

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

Professional highlights:

•   Served as Chairman, President and Chief Executive Officer of DIRECTV, a leading provider of digital television entertainment services, from January 2010 to August 2015, and as a Director of the company from November 2009 until August 2015

•   Chief Executive Officer of PepsiCo International from February 2003 until November 2009; and served as Vice Chairman and director of PepsiCo from March 2006 to November 2009, after holding positions of increasing importance with PepsiCo since 1990

•   Served as Senior Vice President at Avon Products, Inc.

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

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

Other leadership experience and service:

•   Member of the Boston College Board of Trustees

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

Thomas D. Woods

Age:

68

Director since:

April 2016

Former Vice Chairman and Senior Executive Vice President of CIBC

Former Chairman,

Hydro One Limited

Mr. Woods’s career at Canadian Imperial Bank of Commerce (CIBC) enables him to bring his deep experience in risk management, corporate strategy, finance, and the corporate and investment banking businesses to our Board. As Senior Executive Vice President and Chief Risk Officer of CIBC during the financial crisis, Mr. Woods focused on risk management and CIBC’s risk culture. Mr. Woods chaired CIBC’s Asset Liability Committee, served as CIBC’s lead liaison with regulators, and was an active member of CIBC’s business strategy group.

Professional highlights:

•   Served as Vice Chairman and Senior Executive Vice President of CIBC, a leading Canada-based global financial institution, from July 2013 until his retirement in December 2014

•   Served as Senior Executive Vice President and Chief Risk Officer of CIBC from 2008 to July 2013, and Senior Executive Vice President and Chief Financial Officer of CIBC from 2000 to 2008

•   Employed at Wood Gundy, a CIBC predecessor firm, starting in 1977; served in various senior leadership positions, including as Controller of CIBC, as Chief Financial Officer of CIBC World Markets (CIBC’s investment banking division), and as the Head of CIBC’s Canadian Corporate Banking division

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

Other leadership experience and service:

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

•   Served as Chair of the Board of Directors of Hydro One Limited, an electricity transmission and distribution company serving the Canadian province of Ontario, and publicly traded and listed on the Toronto Stock Exchange, from August 2018 to July 2019

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

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

R. David Yost

Age:

73

Director since:

August 2012

Former Chief Executive Officer, AmerisourceBergen

Other U.S.-Listed

Company Boards:

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

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

Professional highlights:

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

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

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

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

Maria T. Zuber

Age:

62

Director since:

December 2017

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

Other U.S.-Listed

Company Boards:

Textron Inc.

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

Professional highlights:

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

•   Served in a number of positions at NASA, including as a Geophysicist from 1986 to 1992, a Senior Research Scientist from 1993 to 2010, and as Principal Investigator of the Gravity Recovery and Interior Laboratory (GRAIL) mission from 2008 to 2017, which was designed to create the most accurate gravitational map of the moon to date and give scientists insight into the moon’s internal structure, composition, and evolution, and held leadership roles associated with scientific experiments or instrumentation on ten NASA missions

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

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

Other leadership experience and service:

•   Appointed by President Biden in 2021 as Co-Chair of the President’s Council of Advisors on Science and Technology

•   Appointed by President Obama in 2013 and reappointed by President Trump in 2018 to the National Science Board, a 25-member panel that serves as the governing board of the National Science Foundation and as advisors to the President and Congress on policy matters relating to science and engineering; served as Board Chair from 2016 to 2018

•   Co-Chair of the National Academies of Science, Engineering and Medicine’s National Science, Technology and Security Roundtable

•   Chair of NASA’s Mars Sample Return Mission Standing Review Board

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

•   Board of Trustees of Brown University

Management’s development and implementation of a multi-year strategic business plan and an annual financial operating plan, and our progress meeting these strategic and financial plans

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

Our company’s maintenance of high ethical standards and effective policies and practices to protect our reputation, assets, and business

Our corporate audit function, our independent registered public accounting firm, and the integrity of our consolidated financial statements

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

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

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

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

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

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

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

Our company or its subsidiaries provided ordinary course financial products and services to all of our directors and director nominees, some of their immediate family members, and entities affiliated with some of them or their immediate family members (Mr. de Weck, Mr. Donald, and Dr. Rose). In each case, the fees we received for these products and services were below the thresholds of the NYSE listing standards and our Categorical Standards, and, where applicable, were less than 2% of the consolidated gross annual revenues of our company and of the other entity.

Our company or its subsidiaries purchased products or services in the ordinary course from entities where some of our directors and director nominees are executive officers or employees or their immediate family members serve or served in the past three years as executive officers (Mr. Donald, Dr. Rose, and Mr. Woods). In each case, the fees paid to each of these entities were below the thresholds of the NYSE listing standards and our Categorical Standards.

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

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

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

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

Board leadership

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

•  Calling meetings of the independent directors, as appropriate

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

Board focus

•  Board focus: In consultation with our Board and executive management, providing that our Board focuses on key issues and tasks facing our company, and on topics of interest to our Board

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

•  CEO performance review and succession planning: Working with our Corporate Governance, ESG, and Sustainability Committee, our Compensation and Human Capital Committee, and members of our Board, contributing to the annual performance review of the CEO and participating in CEO succession planning

Board meetings

•  In coordination with the CEO and the other members of our Board, planning, reviewing, and approving meeting agendas for our Board

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

•  Advising the CEO of the information needs of our Board and approving information sent to our Board

•  Developing topics of discussion for executive sessions of our Board

Board culture

•  Serving as a liaison between the CEO and the independent directors

•  Establishing a close relationship and trust with the CEO, providing support, advice, and feedback from our Board while respecting executive responsibility

•  Acting as a “sounding board” and advisor to the CEO

Board performance and development

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

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

•  Director development: Providing guidance on the ongoing development of directors

•  Director assessment/nomination: With our Corporate Governance, ESG, and Sustainability Committee and the CEO, consulting in the identification and evaluation of director candidates’ qualifications (including candidates recommended by directors, management, third-party search firms, and shareholders) and consulting on committee membership and committee chairs

Shareholders and other stakeholders

•  Being available for consultation and direct communication, to the extent requested by major shareholders

•  Having regular communication with primary bank regulators (with or without management present) to discuss the appropriateness of our Board’s oversight of management and our company

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

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

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

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

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

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

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

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

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

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

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

Number of Board and committee meetings held in 2020

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

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

No. of meetings in 2020: 14    

Members

Sharon L. Allen (Chair)     

Arnold W. Donald

Lionel L. Nowell III

Denise L. Ramos

Clayton S. Rose

Michael D. White

R. David Yost

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

•  Oversees performance of our company’s corporate audit function

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

•  Oversees our compliance with legal and regulatory requirements

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

Independence / qualifications

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

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

No. of meetings in 2020: 7    

Members

Monica C. Lozano (Chair)     

Pierre J.P. de Weck

Arnold W. Donald

Linda P. Hudson

Denise L. Ramos

Clayton S. Rose

Michael D. White

R. David Yost

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

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

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

•  Recommends director compensation for Board approval

•  Reviews our human capital management practices

Independence / qualifications

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

No. of meetings in 2020: 8    

Members

Thomas J. May (Chair)     

Sharon L. Allen

Susan S. Bies

Frank P. Bramble, Sr.

Lionel L. Nowell III

Thomas D. Woods

Maria T. Zuber

•  Oversees the Board’s governance processes

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

•  Leads the Board in Board and committee succession planning

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

•  Reviews and reports to the Board on our ESG activities

•  Reviews and assesses shareholder input and our shareholder engagement process

Independence / qualifications

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

No. of meetings in 2020: 14    

Members

Frank P. Bramble, Sr. (Chair)

Susan S. Bies

Pierre J.P. de Weck

Linda P. Hudson

Monica C. Lozano

Thomas J. May

Thomas D. Woods

Maria T. Zuber

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

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

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

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

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

Independence / qualifications

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

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

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

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

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

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

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

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

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

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

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

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

Our Compensation Governance Policy addresses...

•  Definition and process for identifying “risk-taking” employees

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

^O  funding incentive compensation pools

^O  determining individual incentive compensation awards

^O  use of discretion as part of those processes

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

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

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

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

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

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

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

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

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

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

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

Demonstrated track record of responsiveness to investors and other stakeholders

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

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

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

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

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

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

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

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

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

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

We have to grow—no excuses.

We have to be client focused in our growth.

We have to grow within our risk appetite.

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

Delivering value

to our customers

Investing in our

employees

Dealing fairly

and ethically with

our suppliers

Supporting the
communities in

which we work

Generating

long-term value

for shareholders

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Bank of America was

1 of only 5

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

Of our 16 directors nominees, including our CEO

As of February 26, 2021

Global Diversity &

Inclusion Council (GDIC)

Goal setting/

accountability

Chief Diversity &

Inclusion Officer

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

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

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

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

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

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