UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.    )

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Bank of America Corporation

 

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March 7, 2022

 

    

 

 

Notice of 2022 annual meeting of shareholders

 

 

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2022:

Our 2022 Proxy Statement and 2021 Annual Report to shareholders are available at https://investor.bankofamerica.com/events-and-presentations/annual-shareholder-meeting.

 

 

Table of contents

 

 

Internet availability of proxy materials. We mailed or emailed to most of our shareholders a Notice of Internet Availability of our proxy materials with instructions on how to access our proxy materials online and how to vote. If you are a registered holder and would like to change the method of delivery of your proxy materials, please contact our transfer agent, Computershare Trust Company, N.A., 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 7, 2022. Our Board requests that you submit your proxy by internet, telephone, or mail so that your shares will be represented and voted at our annual meeting.

Forward-looking statements. Certain statements contained in this proxy statement may constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals, made in this document are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual outcomes and results may differ materially from those expressed in, or implied by, forward-looking statements. You should not place undue reliance on any forward-looking statement and should consider the uncertainties and risks discussed in our 2021 Annual Report on Form 10-K (2021 Form 10-K) and subsequent Securities and Exchange Commission (SEC) filings.

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

Proxy statement summary

 

 

Proxy statement summary

Your vote is important

How to vote your shares

You may vote if you were a shareholder as of the close of business on March 1, 2022.

 

 

Proposals for your vote		Board voting recommendation		Page
1.    Electing directors				9
2.    Approving our executive compensation (an advisory, non-binding “Say on Pay” resolution)				54
3.    Ratifying the appointment of our independent registered public accounting firm for 2022				83
4.    Ratifying the Delaware Exclusive Forum Provision in our Bylaws				85
5-9.   Shareholder proposals				87

 

Your vote is important—we want to hear from you and all of our other shareholders. On behalf of every shareholder account that votes, Bank of America will make a $1 charitable donation in equal parts to Feeding America and World Food Program USA.
The Feeding America network is the nation’s largest domestic hunger-relief organization, working to connect people with food and end hunger. Its donors, staff, and volunteers all play an important role in its efforts to end hunger in the United States. World Food Program USA, a recognized leader in America’s pursuit to end world hunger, is dedicated to building support within the U.S. for the United Nations World Food Programme (WFP). WFP is the world’s largest humanitarian organization, saving lives in emergencies and using food assistance to build a pathway to peace, stability and prosperity for people recovering from conflict, disasters, and the impact of climate change.   For more information about our $1 charitable donation, see page 106.   To review our 2022 Proxy Statement, 2021 Annual Report, and other information relating to our 2022 annual meeting online, go to https://investor.bankofamerica.com/events-and-presentations /annual-shareholder-meeting.

Attending the annual meeting

To attend, vote, and submit questions during our annual meeting, visit www.virtualshareholdermeeting.com/BAC2022 and enter the 16-digit control number found in the email or on the Notice of Internet Availability of Proxy Materials previously notifying you of the availability of our proxy materials, or on the proxy card or the voting instruction form or legal proxy provided to you by the broker that holds your shares. If you do not have a 16-digit control number, you may still attend the meeting as a guest in listen-only mode, but you will not be able to vote your shares or otherwise participate in the meeting.

We encourage shareholders to log in to the website and access the webcast beginning approximately 15 minutes before the annual meeting’s 10:00 a.m., Eastern time start time. If you experience technical difficulties, please contact our proxy voting intermediary, Broadridge, at 844-986-0822 or 303-562-9302. See “Attending our annual meeting” on page 107.

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

 

 

1

2022 PROXY STATEMENT

Proxy statement summary

 

 

Strategic objectives

 

What would you like the power to do?®   At Bank of America, we ask this question every day of all those we serve. It is at the core of how we live our values, deliver our purpose and achieve Responsible Growth.

 

Our values   •   Deliver together   •   Act responsibly   •   Realize the power of our people   •   Trust the team		Our purpose   To help make financial lives better, through the power of every connection		Responsible growth   •   We must grow and win in the market – no excuses   •   We must grow with our customer-focused strategy   •   We must grow within our risk framework   •   We must grow in a sustainable manner

 

 

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

 

 

 

BANK OF AMERICA

2

Proxy statement summary

 

 

2021 Company Performance — Responsible Growth

($ in billions, unless otherwise indicated)

 

GROW AND WIN IN THE MARKET				2021					CHANGE FROM 2020			GROW WITHIN OUR RISK FRAMEWORK				2021					CHANGE FROM 2020
Net income				$32.0					79%			Net charge-off ratio				0.25%					(17) bps
Revenue				$89.1					4%			Net charge-offs				$2.2					(46%	)
Ending loans in business segments				$963					6%			90-day delinquent loans				$1.5					(30%	)
Ending deposits				$2,064					15%			Nonperforming loans				$4.6					(8%	)
Share repurchases and common stock dividends(1)				$31.7					138%			Reservable criticized commercial exposure				$22.4					(42%	)
GROW WITH OUR CUSTOMER-FOCUSED STRATEGY												Commercial committed exposure				$1,130					9%
Net new consumer checking accounts				901 thousand					147%			Risk-weighted assets(4)				$1,618					9%
Retail (Consumer Banking & Wealth Management) deposits				$1,445					17%			G-SIB surcharge capital buffer(5)				2.5%					—
New card originations(2)				3.6 million					43%			Average market risk VaR for trading(6)				$97 million					(8%	)
Preferred Rewards clients				9.4 million					11%			% of days with trading losses				3%					100 bps
Merrill net new households				23 thousand					6%			GROW IN A SUSTAINABLE MANNER
Private Bank net new households				2 thousand					7%			Brand favorability				69.7%					2.2%
AUM net flows(3)				$73					223%			Consumer Banking satisfaction				78.9%					(0.2%	)
Global treasury services foreign exchange volumes				18.6 million					14%			Employee engagement score				88%					(3%	)
CashPro platform payment approval volumes				8.2 million					119%			Employee turnover				12%					5%
Powered by award winning digital capabilities...												Noninterest expense				$59.7					8%
Digital verified users				54.0 million					4%			Efficiency ratio				67%					248 bps
Active digital users				41.4 million					5%			Tech initiative spending				$3.4					(2%	)
# of digital logins				10.5 billion					15%			# of Balance Assist loans				171 thousand					N/M
Zelle transaction volume				$231					64%			# of SafeBalance accounts				3.2 million					36%
Digital adoption				70%					184 bps			Low carbon investing				~$155					210%
Erica interactions (volume)				427 million					217%			Investments in Community Development Financial Institutions (CDFI)				$2					11%
												Philanthropic (cash) investments				$370 million					5%

 

 

 

N/M	= not meaningful

(1)	Including repurchases to offset shares awarded under equity-based compensation plans.

(2)	Excludes Small Business.

(3)	AUM stands for Assets Under Management. Represents Consumer and GWIM AUM flows.

(4)	Risk-weighted assets are presented for the approach that yields the lower common equity tier 1 ratio, which was the Standardized approach at December 31, 2021 and 2020.

(5)	“G-SIBs” are global systemically important banks designated by the Financial Stability Board as of November 23, 2021.

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

(7)	Primary competitor group consists of Citigroup Inc., The Goldman Sachs Group, Inc., JPMorgan Chase & Co., Morgan Stanley, and Wells Fargo & Company.

 

 

3

2022 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 consistent with our focus on driving Responsible Growth. Our Board has implemented a number of measures to enrich Board composition, enhance independent oversight, and increase its effectiveness. These measures align our corporate governance structure with achieving our strategic objectives, and enable our Board to effectively communicate and oversee our culture of compliance and rigorous risk management.

Thoughtful, interconnected governance processes

 

 

 

 

 

(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: 2021 Spencer Stuart Board Index.

 

 

BANK OF AMERICA

4

Proxy statement summary

 

 

Our shareholders inform and guide achievement of governance objectives

We interact with our investors in a variety of ways. Our Investor Relations team regularly meets with investors, prospective investors, and investment analysts. These meetings often include participation by our Chair and CEO, Chief Financial Officer, or line of business leaders, and they generally are focused on how we deliver growth and drive our strategy by focusing on Responsible Growth Responsible Growth. In addition to the Investor Relations meetings, our Board and management also routinely engage with our shareholders and other stakeholders. Throughout 2021 and into 2022, we provided direct updates about our Board and our company to our 250 largest shareholders representing approximately 66% of our shares outstanding and to key stakeholders. During that same time period, our Lead Independent Director and management met with shareholders representing approximately 34% or 2.8 billion of our shares outstanding and with other stakeholders to solicit their input on important corporate governance, executive compensation, and ESG matters, including racial equality and economic opportunity, human capital management, pandemic-related developments, environmental initiatives, and climate risk. This ongoing exchange has informed our Board’s meeting agendas, and contributes to governance and disclosure enhancements that help us address the issues our shareholders and key stakeholders tell us matter most to them. Importantly, this engagement process complements Responsible Growth and assists us in achieving our strategic objectives, creating long-term value, maintaining our culture of compliance, and contributing to our ESG activities.

This engagement process is an important part of how we drive progress on our corporate governance objectives and our human capital, compensation, environmental, climate, and other ESG initiatives.

 

Lionel Nowell, our Lead Independent Director, is an integral part of our year-round shareholder engagement process. Since being named the Lead Independent Director successor in the fall of 2020, he has participated in over 70 investor meetings, representing shareholders holding more than one third of our company’s outstanding shares.

Our Board-driven shareholder engagement process

 

See “Shareholder engagement” on page 35 for more information on our shareholder engagement philosophy and activities.

 

 

5

2022 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. These considerations reinforce and promote Responsible Growth and maintain alignment with our Risk Framework.

Our executive compensation program provides a mix of salary, incentives, and benefits paid over time to align executive officer and shareholder interests. A majority of total variable compensation granted to named executive officers is in deferred equity-based awards, further encouraging long-term focus on generating sustainable growth.

 

By focusing on Responsible Growth, we delivered strong results in 2021

 

 

 

 

In recognition of our overall company performance, and the CEO’s individual performance, the Compensation and Human Capital Committee and the Board’s independent directors determined the following 2021 compensation for our CEO:
•  Total compensation, inclusive of base salary and equity-based incentives, of $32.0 million, up from 2020 total compensation of $24.5 million   •  Based on shareholder input and our Board’s assessment, pay structure is unchanged from prior years   •  95.3% 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 30% cash-settled restricted stock units (CRSUs) and 20% time-based restricted stock units (TRSUs) settled in stock; TRSUs will vest over four years, consistent with TRSUs granted last year   •  Mr. Moynihan must hold 50% of net after-tax shares received from equity-based awards until one year after retirement

Compensation risk management features

Historical “Say on Pay” votes

Our Compensation and Human Capital Committee believes the results of last year’s “Say on Pay” vote and input from our shareholder engagement affirmed our shareholders’ support of our company’s executive compensation program. This informed our decision to maintain a consistent overall approach in setting executive compensation for 2021.

 

See “Compensation discussion and analysis” on page 54.

 

(1)	Common equity tier 1 (CET1) capital ratio.

(2)	Total compensation pay components do not equal 100% due to rounding. For additional information about compensation paid, accrued, or awarded in 2021, see “Executive compensation” on page 70.

 

 

BANK OF AMERICA

6

Proxy statement summary

 

 

Responsible Growth⁽¹⁾ and our ESG leadership

At Bank of America, we have long operated our company to drive and deliver Responsible Growth.

 

Responsible Growth has four straightforward tenets:   •  We must grow and win 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

We grow in a sustainable manner by:   •  sharing our success with the communities we serve, including through our wide-ranging ESG activities   •  being a great place to work for our teammates   •  driving operational excellence(2) so that we can continue to invest in our employees and our capabilities

Through our focus on Responsible Growth, we deliver profits and purpose. In 2021, we had record net income of $32 billion and helped drive progress on major issues facing society.   To learn more, visithttp://bankofamerica.com/responsiblegrowth

Our commitment to sharing our success

To drive Responsible Growth, our growth must be sustainable. This includes sharing our success in support of the communities in which we work and live. We do this in numerous ways.

Sharing success in our communities. We help our clients realize their financial goals by offering a full suite of consumer banking products and services, digital banking, investment management, small business and commercial banking, large corporate banking, and markets businesses. Over time, we’ve made significant changes to our overdraft services and solutions, eliminating non-sufficient funds fees and reducing clients’ reliance on overdraft, and providing resources to help clients manage their deposit accounts and finances responsibly. We help our communities through philanthropy and partnerships to create economic opportunity. We invest in low- and moderate-income (LMI) neighborhoods to create jobs and provide opportunities. We expanded our Pathways program, which began with a commitment to hire 10,000 teammates from LMI neighborhoods, to make an additional 10,000 LMI hires. We tripled our mortgage assistance program to make available up to $15 billion to help 60,000 LMI individuals and families purchase a home. We spend over $2 billion annually with our minority-owned and women-owned suppliers and vendors. We committed $1.25 billion over five years to help advance racial equality and economic opportunity, with over $450 million already committed to help address critical issues and fill long-term gaps, including skills and job readiness, medical capacity and access, small business support, and affordable housing. Our commitment and how we share success with our communities is dynamic and multifaceted. Read about them in more detail on pages 39 through 40.

Helping reach a clean energy future. We continue to make progress on our strategy to support and finance the transition to an environmentally sustainable, low-carbon economy. In 2021, we announced our goal to achieve net zero greenhouse gas (GHG) emissions in our financing activities, operations, and supply chain before 2050 (Net Zero Goal). We engage with our clients to support their transitions to net zero GHG emissions and plan to establish interim emissions reduction targets for high-emitting portfolios, including energy and power, to help our clients make progress on their plans. In 2021, we also announced a goal to deploy $1 trillion by 2030 to accelerate the transition to a low-carbon, sustainable economy by providing lending, capital raising, advisory and investment services, and by developing other client-driven financial solutions. This commitment anchors a broader $1.5 trillion sustainable finance goal to support both environmental transition and social inclusive development, which spans business activities across the globe. These goals are aligned to address the United Nations’ Sustainable Development Goals and are intended to help drive business opportunities and enhance risk management related to the transition to a low-carbon economy. We participate in financial industry initiatives designed to drive the convergence of net zero GHG emissions approaches. We joined the Partnership for Carbon Accounting Financials (PCAF) to help develop a consistent methodology to assess and disclose financed emissions. We helped to launch the Net-Zero Banking Alliance (NZBA), which outlines guidelines for banks to achieve net zero GHG emissions including requirements for setting long-term and interim targets. We are transparent about our goals and progress, including in our Task Force on Climate-Related Financial Disclosures (TCFD) Report, which we will update in 2022. In our own operations, we have been carbon neutral with respect to Scope 1 and 2 emissions since 2019, and we purchase renewable energy to meet 100% of our power needs for our operations. More details on our approach to addressing the clean energy transition and managing risk in our financing activities can be found under “Our ESG leadership” starting on page 38, Proposal 8 starting on page 98, and our Environmental and Social Risk Policy Framework available at www.bankofamerica.com/ESRPF.

 

(1)

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

(2)	See our 2021 Annual Report for additional information.

 

 

7

2022 PROXY STATEMENT

Proxy statement summary

 

 

Our commitment to being a great place to work

Another way we drive Responsible Growth and grow in a sustainable manner is by being a great place to work for our teammates. We deliver on this commitment by being a diverse and inclusive workplace, attracting and developing exceptional talent, supporting employees’ physical, emotional, and financial wellness, and recognizing and rewarding performance. Through this lens, we provide compensation, benefits, and resources to employees that enhance their experience and further their careers with us. We value and promote diversity and inclusion in every aspect of our business and at every level of our organization. Our commitment to creating a diverse and inclusive environment starts at the top with oversight from our Board and CEO. Our management team sets diversity and inclusion goals, and drives our diversity and inclusion strategy, programs, initiatives, and policies. We consider achievement of diversity goals in performance management for managers. We hold ourselves accountable each year by asking our workforce to tell us how we are doing in our Employee Satisfaction Survey, which has a Diversity & Inclusion component. We seek to build a diverse pipeline of candidates for positions at all levels of the company, including leadership positions. Our practices and policies have also resulted in strong representation across our employee population, with the composition of our workforce mirroring the clients and communities we serve.

 

 

Director nominees		Top three management levels		Global workforce		2021 Campus hires
50% diverse(1)		42% women   24% people of color (8% Asian, 9% Black/African American, 6% Hispanic/Latino)		50% women   49% people of color {13% Asian, 14% Black/African American, 19% Hispanic}		46% women   53% people of color
Management team
55% diverse(1)

We invest in our talent by offering a range of programs and resources that allow employees to develop and progress in their careers. We reinforce our commitment to diversity and inclusion by investing internally in our employee networks and by facilitating enterprise-wide learning and conversations about various diversity and inclusion topics and issues. Further, we partner with various external organizations, which focus on advancing diverse talent. We also have practices in place for attracting and retaining diverse talent, including campus recruitment. We further drive the advancement and representation of women and people of color in our company through our pay-for-performance compensation approach that strives to recognize and reward performance with competitive and fair pay for the work each teammate does at all levels of our company, and through our commitment to equal pay for equal work. Our focus on being a great place to work is highlighted in our 2021 Annual Report, which accompanies this proxy statement and described in further detail in “Our ESG leadership” starting on page 38.

Our Board actively oversees our focus on ESG

Our Board actively oversees our drive for Responsible Growth through comprehensive ESG-governance and oversight practices that further the independent examination of our ESG activities, processes, and strategies.

 

 

 

(1)	Includes women and people of color; CEO included with Director nominees

 

 

BANK OF AMERICA

8

Proposal 1: Electing directors

 

 

Proposal 1: Electing directors

Our Board is presenting 14 nominees for election as directors at our annual meeting. All nominees currently serve as directors on our Board and were elected by you at our 2021 annual meeting of shareholders. Each director elected at the meeting will serve until our 2023 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.

Our Corporate Governance Guidelines provide that an individual who would be age 75 as of the time of election shall not be nominated for initial election to the Board, provided that the Board may approve the nomination for reelection of a director who would be age 75 at the time of the election, if, in light of all the circumstances, the Board determines that it is in the best interests of our company and shareholders. After serving more than 18 years on our Board, including most recently as the Chair of the Corporate Governance, ESG, and Sustainability Committee, Thomas J. May, who has reached the retirement age of 75, will retire at our annual meeting. In addition, after serving more than 12 years on our Board, Susan S. Bies has informed the Board that she will not seek reelection, one year ahead of reaching age 75, and also will retire at our annual meeting. In light of Mr. May’s and Ms. Bies’s retirements, the size of our Board will be reduced to 14 as of the annual meeting.

 

Nominee

Age(1)

Principal occupation

Director since

Independent

Other U.S.-listed company boards

Committee membership (C = Chair)

Sharon L. Allen

70

Former Chairman, Deloitte LLP

2012

Yes

2

Audit (C) Corporate Governance, ESG, and Sustainability

Frank P. Bramble, Sr.

73

Former Executive Vice Chairman, MBNA Corporation

2006

Yes

None

Corporate Governance, ESG, and Sustainability Enterprise Risk (C)

Pierre J.P. de Weck

71

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

2013

Yes

None

Compensation and Human Capital Enterprise Risk

Arnold W. Donald

67

President and CEO, Carnival Corporation and Carnival plc

2013

Yes

1

Audit Compensation and Human Capital

Linda P. Hudson

71

Former Chairman and CEO, The Cardea Group, LLC; Former President and CEO, BAE Systems, Inc.

2012

Yes

2

Compensation and Human Capital Enterprise Risk

Monica C. Lozano

65

CEO, College Futures Foundation; Former Chairman, US Hispanic Media Inc.

2006

Yes

2

Compensation and Human Capital (C) Enterprise Risk

Brian T. Moynihan

62

Chair and CEO, Bank of America Corporation

2010

No

None

None

Lionel L. Nowell III

67

Lead Independent Director, Bank of America Corporation; Former SVP and Treasurer, PepsiCo, Inc.

2013

Yes

2

None

Denise L. Ramos

65

Former CEO, ITT Inc.

2019

Yes

2

Audit Compensation and Human Capital

Clayton S. Rose

63

President, Bowdoin College

2018(2)

Yes

None

Audit Compensation and Human Capital

Michael D. White

70

Former Chairman, President and CEO, DIRECTV

2016

Yes

2

Audit Compensation and Human Capital

Thomas D. Woods

69

Former Vice Chairman and SEVP, Canadian Imperial Bank of Commerce

2016

Yes

None

Corporate Governance, ESG, and Sustainability Enterprise Risk

R. David Yost

74

Former CEO, AmerisourceBergen Corporation

2012

Yes

2

Audit Compensation and Human Capital

Maria T. Zuber

62

Vice President for Research and E.A. Griswold Professor of Geophysics, Massachusetts Institute of Technology

2017

Yes

1

Corporate Governance, ESG, and Sustainability Enterprise Risk

For information regarding the number of Board and Committee meetings held in 2021, please see page 28.

 

(1)	Age as of annual meeting date.

(2)	Dr. Rose previously served as a member of our Board from 2013 to 2015.

 

9

2022 PROXY STATEMENT

Proposal 1: Electing directors

 

 

Identifying and evaluating director candidates

Board composition

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

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

Our Board seeks directors whose complementary knowledge, experience, and skills provide a broad range of perspectives and leadership expertise in financial services and other global, highly complex and regulated industries, strategic planning and business development, business operations, marketing and distribution, technology, cybersecurity, risk management and financial controls, human capital management, corporate governance, public policy, and other areas important to our company’s strategy and oversight. Our Board assesses directors’ age and tenure, and Board continuity; it strives to achieve a balance between the perspectives of new directors and those of longer-serving directors with industry and institutional insights. Our Board also evaluates whether directors are able to devote the time necessary to discharge their duties considering the time commitment involved in serving on the Board and its committees.

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

Our current Board, including the 14 director nominees, reflects the Board’s commitment to identify, evaluate, and nominate candidates who possess personal qualities, qualifications, skills, and diversity of backgrounds, and provide a mix of tenures that, when taken together, best serve our company and our shareholders. See “Our director nominees” on page 12.

Succession planning and the director recruitment process

Our Board regularly reviews and renews its composition. Our Corporate Governance, ESG, and Sustainability Committee is responsible for identifying and recommending director candidates to our Board for nomination using a director selection process that has been reviewed and acknowledged by our primary bank regulators. The Board, in coordination with the Board committees, also regularly considers Board leadership succession planning and committee membership. With the pending retirement of Mr. May, Chair of the Corporate Governance, ESG, and Sustainability Committee, at the annual meeting, the Board, with input from that Committee, has been reviewing committee succession and planning for leadership succession upon Mr. May’s retirement.

 

 

 

 

BANK OF AMERICA

10

Proposal 1: Electing directors

 

 

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

To maintain a vibrant mixture of viewpoints and benefit from the fresh perspectives brought by new directors and the institutional knowledge and industry insights of directors having longer experience on our Board, the Committee reviews measures that enhance the Board’s succession planning process, including the appropriate retirement age and related tenure limitations, and ability to commit the time necessary in service to our company. For additional information on the average tenure of directors serving on our Board and each director’s tenure, see “Our director nominees” on page 12.

 

 

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

In 2021, the Committee continued to develop the pool of potential director candidates using multiple external search firms. In its work with the external search firms, the Committee emphasizes the importance of diversity by requesting the inclusion of diverse candidates in its consideration of potential directors. Potential director candidates possess professional experiences and racial, ethnic, gender, nationality, and other relevant attributes aligned with Committee-specified criteria and with the qualities identified by our Board in recent self-evaluations. See “Board evaluation” on page 26 for additional information on our Board’s self-evaluation process. The Committee also considers candidates proposed by management and by our shareholders.

 

 

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 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 14 director nominees based on their satisfaction of the core attributes described on page 10, and the belief that each can continue making 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 diversity   When evaluating director candidates, our Corporate Governance, ESG, and Sustainability 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.   Director time commitment   Our Corporate Governance Guidelines limit the maximum number of public company boards on which a director on our Board may serve to 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.

 

11

2022 PROXY STATEMENT

Proposal 1: Electing directors

 

 

Our director nominees

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

 

 

 

 

BANK OF AMERICA

12

Proposal 1: Electing directors

 

 

		Our Board recommends a vote “FOR” each of the 14 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.

 

Age: 70   Director since: August 2012   Former Chairman, Deloitte LLP   Other U.S.-Listed Company Boards: Albertsons Companies, Inc; First Solar, Inc.
		Sharon L. Allen   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.   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				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

 

13

2022 PROXY STATEMENT

Proposal 1: Electing directors

 

 

 

 

Age: 73   Director since: January 2006   Former Executive Vice Chairman, MBNA Corporation
		Frank P. Bramble, Sr.   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.   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				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

 

 

Age: 71   Director since: July 2013   Former Chairman and Global Head of Private Wealth Management, Deutsche Bank AG
		Pierre J.P. de Weck   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

 

 

BANK OF AMERICA

14

Proposal 1: Electing directors

 

 

Age: 67   Director since: January 2013   President and CEO, Carnival Corporation and Carnival plc   Other U.S.-Listed Company Boards: Carnival Past Five Years: Crown Holdings, Inc.
		Arnold W. Donald   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.   Other leadership experience and service:   •  Appointed by President Clinton and re-appointed by President George W. Bush to the President’s Export Council				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. from 1999 to 2019 and member of its Compensation Committee

 

15

2022 PROXY STATEMENT

Proposal 1: Electing directors

 

 

Age: 71   Director since: August 2012   Former Chairman and CEO, The Cardea Group, LLC; Former President and CEO, BAE Systems, Inc.   Other U.S.-Listed Company Boards: Trane Technologies plc (formerly Ingersoll-Rand plc); TPI Composites, Inc. Past Five Years: The Southern Company
		Linda P. Hudson   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.   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				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 Human Resources and 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

 

BANK OF AMERICA

16

Proposal 1: Electing directors

 

 

Age: 65   Director since: April 2006   CEO, College Futures Foundation; Former Chairman, US Hispanic Media Inc. Lead Independent Director, Target Corporation   Other U.S.-Listed Company Boards: Apple Inc.; Target Corporation
		Monica C. Lozano   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, human capital management, 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.   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				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   •  Lead Independent Director of the Board of Directors of Target Corporation and member of its Governance & Sustainability Committee, Chair of its Compensation & Human Capital Management Committee   •  Member of the Board of Directors of Apple Inc. and its Audit and Finance Committee

 

17

2022 PROXY STATEMENT

Proposal 1: Electing directors

 

 

 

Age: 62   Director since: January 2010   Chair and CEO, Bank of America Corporation
		Brian T. Moynihan   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 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.   Other leadership experience and service:   •  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				Professional highlights:   •  Appointed Chair of the Board of Directors of Bank of America Corporation in October 2014 and President and Chief Executive Officer in January 2010. Prior to becoming Chief Executive Officer, Mr. Moynihan 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 U.S. Council on Competitiveness   •  Member (and prior President) of the Federal Advisory Council of the Federal Reserve Board   •  Co-Chair of the Sustainable Markets Initiative

 

Age: 67   Director since: January 2013   Lead Independent Director, Bank of America Corporation; Former SVP 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.
		Lionel L. Nowell III   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.   Other leadership experience and service:   •  Dean’s Advisory Council at The Ohio State University Fisher College of Business				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 Chair of its Audit Committee

 

BANK OF AMERICA

18

Proposal 1: Electing directors

 

 

Age: 65   Director since: July 2019   Former CEO, ITT Inc.   Other U.S.-Listed Company Boards: Phillips 66; Raytheon Technologies Corporation Past Five Years: ITT Inc.; United Technologies Corporation
		Denise L. Ramos   Ms. Ramos’s role as former Chief Executive Officer of ITT Inc. (ITT) enables her to bring senior executive 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 sustainability, and insight into key issues facing complex, global businesses.				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 Human Capital and Compensation Committees

 

 

19

2022 PROXY STATEMENT

Proposal 1: Electing directors

 

 

Age: 63   Director since: October 2018   President, Bowdoin College   Other U.S.-Listed Company Boards: Past Five Years: XL Group, plc
		Clayton S. Rose   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 risk management experience to our Board, in addition to broad experience in leadership 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. Dr. Rose’s PhD research and studies at the University of Pennsylvania in sociology with a focus on issues of race in America and leadership of diversity, equity, and inclusion initiatives at JPMorgan Chase gives him insight into human capital management issues, including diversity, equity, and inclusion.   Other leadership experience and service:   •  Currently chairs the Board of Trustees for the Howard Hughes Medical Institute and chaired its Audit and Compensation Committee				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.   •  Served on the company’s Board of Directors from 2013 to 2015

 

Age: 70   Director since: June 2016   Former Chairman, President and CEO, DIRECTV Lead Director, Kimberly-Clark Corporation   Other U.S.-Listed Company Boards: Kimberly-Clark Corporation; Whirlpool Corporation
		Michael D. White   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.   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				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 Pepsi from March 2006 to November 2009, after holding positions of increasing importance with Pepsi 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

 

BANK OF AMERICA

20

Proposal 1: Electing directors

 

 

Age: 69   Director since: April 2016   Former Vice Chairman and Senior Executive Vice President, Canadian Imperial Bank of Commerce
		Thomas D. Woods   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.   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 advisory committee of Cordiant Capital Inc., a fund manager specializing in emerging markets   •  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   •  Member of the University of Toronto College of Electors, and the Board of Advisors of the Department of Mechanical and Industrial Engineering				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   •  Served as Chair of the Board of Directors of Hydro One Limited, a publicly traded and Toronto Stock Exchange listed electricity transmission and distribution company serving the Canadian province of Ontario, from August 2018 to July 2019   •  Member of the Board of Directors of MLI, chair of its Risk Committee, and member of its Governance Committee

 

Age: 74   Director since: August 2012   Former CEO, AmerisourceBergen Corporation   Other U.S.-Listed Company Boards: Johnson Controls International plc; Marsh & McLennan Companies, Inc.
		R. David Yost   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, regulated industries, 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, human capital management, 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   •  Member of the Board of Directors of Marsh & McLennan Companies, Inc., and its Compensation Committee, Directors and Governance Committee, and Finance Committee

 

21

2022 PROXY STATEMENT

Proposal 1: Electing directors

 

 

Age: 63   Director since: December 2017   Vice President for Research and E.A. Griswold Professor of Geophysics, Massachusetts Institute of Technology   Other U.S.-Listed Company Boards: Textron Inc.
		Maria T. Zuber   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.   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				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

 

Accordingly, our Board recommends a vote “FOR” each of the 14 nominees listed above for election as a director (Proposal 1).

Communicating with our Board

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

Any shareholder who wishes to recommend a director candidate for consideration by our Corporate Governance, ESG, and Sustainability Committee must submit a written recommendation to our Corporate Secretary. For our 2023 annual meeting of shareholders, the Committee will consider recommendations received by October 15, 2022. The recommendation must include the information set forth in our Corporate Governance Guidelines. See page 34 for information on how to obtain a copy of our Corporate Governance Guidelines.

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

 

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Corporate Governance

Our Board of Directors

Our Board and its committees oversee:

 

•

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

 

•

Our Risk Framework and management’s identification, measurement, monitoring, and control of our company’s material key risks, including operational (including conduct, model, third-party, technology, information security, and data 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 Chair and Lead Independent Director, and for our CEO and other key executives to promote senior management continuity

 

•

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 commitment and actions to share success with our communities, 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

 

•

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

Director independence

The New York Stock Exchange (NYSE) listing standards require a majority of our directors and each member of our Audit Committee, Compensation and Human Capital Committee, and Corporate Governance, ESG, and Sustainability Committee to be independent. The Federal Reserve Board’s Enhanced Prudential Standards require the chair of our Enterprise Risk Committee to be independent. In addition, our Corporate Governance Guidelines require a substantial majority of our directors to be independent. Our Board has adopted Director Independence Categorical Standards (Categorical Standards), published on our website at http://investor.bankofamerica.com, to assist it in determining each director’s independence. Our Board considers directors or director nominees “independent” if they meet the criteria for independence in both the NYSE listing standards and our Categorical Standards.

In early 2022, our Board, in coordination with our Corporate Governance, ESG, and Sustainability Committee, evaluated the relevant relationships between each director or director nominee (and his or her immediate family members and affiliates) and Bank of America Corporation and its subsidiaries, and affirmatively determined that all of our directors and director nominees are independent, except for Mr. Moynihan due to his employment by our company. Specifically, the following directors and director nominees are independent under the NYSE listing standards and our Categorical Standards: Ms. Allen, Ms. Bies, Mr. Bramble, Mr. de Weck, Mr. Donald, Ms. Hudson, Ms. Lozano, Mr. May, Mr. Nowell, Ms. Ramos, Dr. Rose, Mr. White, Mr. Woods, Mr. Yost, and Dr. Zuber.

In making its independence determinations, our Board considered the following ordinary course, non-preferential relationships that existed during the preceding three years and those applicable transactions reported under “Related person and certain other transactions” on page 48, and determined that none of the relationships for the directors and director nominees set forth below constituted a material relationship between the director or director nominee and our company:

 

•

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

 

•

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

 

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Independent board leadership

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

 

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Board leadership succession planning

Our Corporate Governance Guidelines include an emergency succession plan for our Lead Independent Director and Board Chair that provides for an orderly, interim succession process in the event of extraordinary circumstances. In addition, our Corporate Governance, ESG, and Sustainability Committee has a process for implementing an orderly independent director leadership transition for our Lead Independent Director.

Mr. Nowell was named as the successor to our retiring Lead Independent Director in the fall of 2020, following an orderly succession planning process overseen by our Corporate Governance, ESG, and Sustainability Committee, and assumed his role as Lead Independent Director in April 2021 upon his reelection to the Board by shareholders at the 2021 annual meeting. To facilitate an orderly transition prior to assuming his role, Mr. Nowell worked closely with the then Lead Independent Director. As Lead Independent Director, Mr. Nowell regularly meets with our CEO and key regulators, and meets quarterly with independent directors. He also regularly attends the company’s shareholder engagement meetings and since fall 2020, has joined more than 70 meetings with investors holding approximately 36% of our company’s outstanding shares. He is expected to meet with additional shareholders prior to the 2022 annual meeting.

Well-defined duties of our Lead Independent Director

 

Board leadership •  Presiding at all meetings of our Board at which the Chair is not present, including at executive sessions of the independent directors   •  Calling meetings of the independent directors, as appropriate   •  If our CEO is also Chair, providing Board leadership if the CEO/Chair’s role may be (or may be perceived to be) in conflict   Board focus   •  Board focus: In consultation with our Board and executive management, providing that our Board focuses on key issues and tasks facing our company, and on topics of interest to our Board   •  Corporate governance: Assisting our Board, our Corporate Governance, ESG, and Sustainability Committee, and management in complying with our Corporate Governance Guidelines and promoting corporate governance best practices   •  CEO performance review and succession planning: Working with our Corporate Governance, ESG, and Sustainability Committee, our Compensation and Human Capital Committee, and members of our Board, contributing to the annual performance review of the CEO and participating in CEO succession planning   Board meetings   •  In coordination with the CEO and the other members of our Board, planning, reviewing, and approving meeting agendas for our Board   •  In coordination with the CEO and the other members of our Board, approving meeting schedules to provide for sufficient time for discussion of all agenda items   •  Advising the CEO of the information needs of our Board and approving information sent to our Board   •  Developing topics of discussion for executive sessions of our Board				Board culture   •  Serving as a liaison between the CEO and the independent directors   •  Establishing a close relationship and trust with the CEO, providing support, advice, and feedback from our Board while respecting executive responsibility   •  Acting as a “sounding board” and advisor to the CEO   Board performance and development   •  Board performance: Together with the CEO and the other members of our Board, promoting the efficient and effective performance and functioning of our Board   •  Board evaluation: Consulting with our Corporate Governance, ESG, and Sustainability Committee on our Board’s annual self-evaluation   •  Director development: Providing guidance on the ongoing development of directors   •  Director assessment/nomination: With our Corporate Governance, ESG, and Sustainability Committee and the CEO, consulting in the identification and evaluation of director candidates’ qualifications (including candidates recommended by directors, management, third-party search firms, and shareholders) and consulting on committee membership and committee chairs   Shareholders and other stakeholders   •  Being available for consultation and direct communication, to the extent requested by major shareholders   •  Having regular communication with primary bank regulators (with or without management present) to discuss the appropriateness of our Board’s oversight of management and our company

 

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Board evaluation

Our Board and our Board committees continuously evaluate their own effectiveness throughout the year. The evaluation is a multifaceted process that includes quarterly one-on-one discussions with our Lead Independent Director, individual director input on agenda topics for Board and committee meetings and strategic planning sessions, executive sessions held in Board and committee meetings without management present, periodic input to our CEO and senior management on enhancements to Board and committee effectiveness, and an annual formal self-evaluation developed and administered under the direction of the Corporate Governance, ESG, and Sustainability Committee.

 

Formal self-evaluation

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

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

Board culture. Our Board considers its role in setting the standard for the company’s culture and values by forging a collegial and collaborative dynamic that values independent judgment and emphasizes accountability. As part of this review, directors evaluate how they interact among themselves and with management, including the importance of challenging and holding management accountable. Enhancements to allow our directors to continue to effectively engage in the pandemic operating environment has been an area of recent focus.

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

 

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Process. As part of the self-evaluation process, directors review overall Board and committee structure, quality of meeting materials and presentations, the allocation of meeting time, cadence of meetings, and other meeting processes. In addition, outside of our formal self-evaluation process, each of our directors also meets with management and with our Lead Independent Director through a combination of executive sessions, smaller group sessions, and one-on-one meetings. Directors are focused on Board and committee meeting structure so as to allow ample time for discussion, debate, and in-depth review of key topics and trends, as well understandable, clear, and streamlined materials that identify key issues.

Information and resources. Through the self-evaluation process, our Board and committees evaluate the amount and type of information, education, and training opportunities they receive both from management and outside advisors and experts. Our directors continue to highlight the need for clear, comprehensive, and concise information to effectively support their oversight responsibilities. Recently directors evaluated the type of information received related to the COVID-19 pandemic, the resulting economic environment, and management’s response.

Our Corporate Governance, ESG, and Sustainability Committee considered industry trends, practices of our peers, feedback from shareholders, and regulatory developments in developing the formal 2021 self-evaluation. The formal 2021 self-evaluation solicited directors’ views on topics in each of the five key areas of board effectiveness, including topics relating to the continued impact of the COVID-19 pandemic on our company’s and Board’s operating environment, management succession planning, recent regulatory guidance related to board effectiveness, input from shareholders learned in the shareholder engagement discussions, and actions taken in response to the prior year’s evaluation. As part of its ongoing review of Board and committee composition, the Corporate Governance, ESG, and Sustainability Committee also continued to seek input on the Board’s director succession planning process, including Board leadership succession planning. Results are shared with management, as appropriate, to assist the Board and committees in making enhancements to address opportunities identified.

Enhancements made in response to formal Board self-evaluations

In response to feedback solicited from our Board and committees in 2021, we continue to:

 

•

Adapt meeting structure and cadence to enhance our Board’s ability to perform its oversight responsibilities and to promote Board engagement, including through use of both in-person and virtual meetings, and by providing ample time during Board and committee meetings for discussion, debate, in-depth reviews, and executive sessions

 

•

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

 

•

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

 

•

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

 

•

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

 

•

Enhance discussion about areas of emerging risk at Board and Enterprise Risk Committee meetings, including in-depth reviews of key topics and elevated risks arising from the continued impacts of the COVID-19 pandemic and resulting operating environment, and add to the ongoing review of and information on operational resilience, data strategy and governance and related risks, as well as cybersecurity risk oversight

 

•

Additional information on strategic topics where directors desire supplemental focus, including emerging technology, disruptors and digitalization, into the development of Board strategic planning sessions

 

•

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 economic mobility and social justice initiatives and other ESG commitments

 

•

Provide opportunities for one-on-one and smaller group discussions between directors and management on critical issues

 

•

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

 

•

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

Director education

Our director education is vital to the ability of directors to fulfill their roles, and supports Board members in their continuous learning. The Board encourages directors to participate annually in external continuing director education programs, and our company reimburses directors for their expenses associated with this participation. Our directors also attend forums and conferences convened by our primary banking regulators. Continuing director education is also provided during Board meetings and other Board discussions as part of the formal meetings, and as stand-alone information sessions outside of meetings. Among other topics, during 2021, our Board heard from our primary banking regulators, global

 

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management advisors, an infectious disease expert, experts on financial technology disruptors, and from management on numerous subjects, including current geopolitical events, cybersecurity, digital banking, climate risk, racial equality and economic opportunity, human capital management, including diversity and inclusion, and the COVID-19 pandemic and many related considerations.

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

CEO and senior management succession planning

Our Board oversees CEO and senior management succession planning, which is formally reviewed at least annually; two such planning sessions were held in 2021. Our CEO and our Chief Human Resources Officer provide our Board with recommendations and evaluations of potential CEO successors, and review their development progress. Our Board reviews potential internal senior management candidates with our CEO and our Chief Human Resources Officer, including the qualifications, experience, and development priorities for these individuals. Directors engage with potential CEO and senior management successors at Board and committee meetings and in less formal settings to allow directors to personally assess candidates. Further, our Board periodically reviews the overall composition of our senior management’s qualifications, tenure, and experience. In 2021, the Board also reviewed strategies for enhancing representation of diverse teammates at senior levels of the company and professional development for managers and senior leaders, including each of our eight lines of business and staff areas.

As a result of this process and planning, in 2021 we announced several retirements and transitions for key senior executive leadership—the company added five new members to the management team, including three women, further strengthening diversity at the most senior levels. These changes were an outcome of our robust talent planning practices, following extensive engagement and discussions with the Board in a series of meetings over time. The company’s management team is comprised of individuals with an average of 21 years of service with the company and 31 years in the financial services industry, with increased global and international expertise, and is more diverse than ever before in the company’s history—the management team, excluding Mr. Moynihan, is now 55% diverse, including 7 women, 2 Black/African American, 2 Asian and 1 Hispanic/Latino leaders.

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

Board meetings and attendance

Directors are expected to attend our annual meetings of shareholders and our Board and committee meetings. Each of our incumbent directors attended at least 75% of the aggregate meetings of our Board and the committees on which they served during 2021. In addition all of the directors serving on our Board at the time of our 2021 annual meeting attended the meeting (which was held virtually) on a remote basis.

Our independent directors regularly meet privately in executive session without our Chair and CEO or other members of management present, and held 14 such executive sessions in connection with Board meetings in 2021. Our Lead Independent Director leads these Board executive sessions.

 

Number of Board and committee meetings held in 2021

 

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Committees and membership

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

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

 

		Audit Committee		No. of meetings in 2021: 14
Members		Key responsibilities
Sharon L. Allen (Chair)       Arnold W. Donald   Denise L. Ramos   Clayton S. Rose   Michael D. White   R. David Yost		•  Oversees qualifications, performance, independence, and appointment of our company’s independent registered public accounting firm •  Oversees performance of our company’s corporate audit function •  Oversees integrity of our company’s consolidated financial statements’ preparation •  Oversees our compliance with legal and regulatory requirements •  Makes inquiries of management or of the Chief Audit Executive to assess the scope and resources necessary for the corporate audit function to execute its responsibilities   Independence / qualifications •  All Committee members are independent under the NYSE listing standards and our Categorical Standards and the heightened independence requirements applicable to audit committee members under SEC rules •  All Committee members are financially literate in accordance with NYSE listing standards and qualify as audit committee financial experts under SEC rules

 

		Compensation and Human Capital Committee		No. of meetings in 2021: 8
Members		Key responsibilities
Monica C. Lozano (Chair)        Pierre J.P. de Weck   Arnold W. Donald   Linda P. Hudson   Denise L. Ramos   Clayton S. Rose   Michael D. White   R. David Yost		•  Oversees establishing, maintaining, and administering our compensation programs and employee benefit plans •  Approves and recommends our CEO’s compensation to the Board for further approval by the 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, including pay equity and diversity and inclusion •  Oversees the qualifications, performance, and independence of the Committee’s independent compensation consultant   Independence / qualifications •  All Committee members are independent under the NYSE listing standards and our Categorical Standards and the independence requirements applicable to compensation committee members under NYSE rules and the heightened independence requirements (similar to those applicable to Audit Committee members) under SEC rules

 

		Corporate Governance, ESG, and Sustainability Committee		No. of meetings in 2021: 5
Members		Key responsibilities
Thomas J. May (Chair)*        Sharon L. Allen   Susan S. Bies   Frank P. Bramble, Sr.   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

 

*	The Board, based on recommendations made by the Corporate Governance, ESG, and Sustainability Committee, will appoint a committee chair successor from the directors elected to serve on our Board by shareholders at our 2022 annual meeting.

 

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		Enterprise Risk Committee		No. of meetings in 2021: 12
Members		Key responsibilities
Frank P. Bramble, Sr. (Chair)        Susan S. Bies   Pierre J.P. de Weck   Linda P. Hudson   Monica C. Lozano   Thomas J. May   Thomas D. Woods   Maria T. Zuber		•  Oversees our company’s overall Risk Framework, risk appetite, and management of key risks •  Approves the Risk Framework and Risk Appetite Statement and further recommends each to the Board for approval •  Oversees management’s alignment of our company’s risk profile to our strategic and financial plans •  Oversees management’s progress in developing our company’s Comprehensive Capital Analysis and Review submission to the Federal Reserve Board, and reviews and recommends our company’s Capital Plan to the Board for approval •  Reviews and recommends our company’s Resolution and Recovery Plans to the Board for approval   Independence / qualifications •  All Committee members are independent under the NYSE listing standards and our Categorical Standards •  All Committee members satisfy the risk expertise requirements for directors of a risk committee under the Federal Reserve Board’s Enhanced Prudential Standards

Board oversight of risk

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

Conduct and culture

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

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

Our risk governance documents

Risk is inherent in all of our business activities. One of the tenets of Responsible Growth is: “we must grow within our risk framework.” We execute on that mandate through our commitment to responsible and rigorous risk management and through a comprehensive approach with a defined Risk Framework and a well-articulated Risk Appetite Statement. The Board and management regularly review the Risk Framework and Risk Appetite Statement for enhancements and improvements. The Risk Framework serves as the foundation for consistent and effective risk management by setting forth clear roles, responsibilities, and accountability for the management of risk and describing how our Board oversees the establishment of our risk appetite, including both quantitative limits and qualitative statements and objectives for our activities. This framework of objective, independent Board oversight and management’s robust risk management better enables us to serve our clients, deliver long-term value for our shareholders and achieve our strategic objectives, and helps make our company a great place to work.

Our Risk Framework outlines the seven key types of risk that our company faces—strategic risk, credit risk, market risk, liquidity risk, operational risk (including third-party, model, conduct, technology, information security and data risks), compliance risk, and reputational risk—and addresses climate risk and legal risk. It describes components of our risk management approach, including our culture of managing risk well, risk appetite, and risk management processes, highlighting the responsibilities of all employees in managing risk. It also outlines our risk management governance structure, including the roles of our Board, management, lines of business, independent risk management, and corporate audit within the governance structure.

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

 

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Our directors have relevant risk management oversight experience; see “Our director nominees” on page 12. Our Chief Risk Officer, the company’s senior-most risk manager, reports jointly to the CEO and Enterprise Risk Committee, and participates in Board and Enterprise Risk Committee meetings, including meeting regularly in executive session with the Enterprise Risk Committee. This governance structure is designed to complement our Board’s overall commitment to maintaining an objective, independent Board and committee leadership structure, and to fostering integrity over risk management throughout our company, and further demonstrates our commitment to a strong culture of compliance, governance, and ethical conduct. In addition, for information regarding how our Board and Board committees oversee ESG risks, see the discussion above under “Our Board actively oversees our focus on ESG” on page 8.

We believe our holistic, ongoing Board and committee risk oversight process provides for consistent and effective management of risks facing our company and demonstrates our commitment to a culture of rigorous risk management and compliance. Details of our company’s risk management policies and practices are described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Form.

 

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2022 PROXY STATEMENT

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Board oversight of cybersecurity and information security risk

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

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

 

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

Compensation governance and risk management

Key practices in compensation governance and risk management

 

•

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

 

•

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

 

•

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

 

•

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

 

•

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

Compensation governance

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

 

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performance goals), qualified and nonqualified retirement and deferred compensation benefit accruals, and the incremental cost to our company of the executive’s perquisites. The Committee uses this information to evaluate all elements of compensation and benefits provided to an executive officer. The Committee also annually reviews market pay practices, including compensation benchmarks at our primary competitor group, to evaluate market trends and competitive pay levels for our executive officers. For additional information, see “Competitor groups” section on page 68.

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

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

The Committee has the sole authority and responsibility under its charter to approve engaging any compensation consultant it uses and the fees for those services. The Committee retained Farient Advisors LLC (Farient Advisors) as its 2021 independent compensation consultant. Farient Advisors’ business with us is limited to providing independent executive and director compensation consulting services. Farient Advisors does not provide any other services to our company. For 2021, Farient Advisors provided the Committee external market and performance comparisons, advised the Committee on senior executive, CEO, and director compensation, assisted in evaluating program design, and assisted with other executive and director compensation-related matters. In performing these services, Farient Advisors met regularly with the Committee without management and privately with the Chair of the Committee.

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

Compensation risk management policies and practices

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

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

 

Our Compensation Governance Policy addresses...
•  Definition and process for identifying “risk-taking” employees   •  Key goals and process for incentive compensation plan design and governance to appropriately balance risks with compensation outcomes, including:   O  funding incentive compensation pools   O  determining individual incentive compensation awards   O  use of discretion as part of those processes		•  Policies on incentive compensation plan effectiveness through testing and monitoring to confirm that the plans appropriately balance risks with compensation outcomes, including developing processes to administer cancellations and clawbacks   •  Policies that provide for the independence of our company’s independent control functions and their appropriate input to the Committee

 

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2022 PROXY STATEMENT

Corporate Governance

 

 

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

 

 

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

Incentive plan audit reviews. Corporate Audit annually reviews the operational effectiveness of the incentive compensation program, using a risk-based approach to evaluate plan design, pay execution, program governance, and conformity with regulatory requirements.

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

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

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

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

Additional corporate governance information

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

 

BANK OF AMERICA

34

Shareholder engagement

 

 

Shareholder engagement

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

Our shareholder engagement program

Board-driven engagement. Our Corporate Governance, ESG, and Sustainability Committee oversees the shareholder engagement process and regularly reviews and assesses shareholders’ input. Our Compensation and Human Capital Management Committee receives regular reports on shareholders’ input on compensation and human capital management topics. Both our Chair and our Lead Independent Director play a central role in our Board’s shareholder engagement efforts. Our other directors may also participate in meetings with shareholders.

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

Year-round engagement and Board reporting. Our Corporate Secretary, ESG, Human Resources, Investor Relations, and Public Policy teams, together with executive management members and our Lead Independent Director, conduct regular, year-round outreach to shareholders in-person (when possible) and by phone to obtain their input on key matters and to inform our management and our Board about the issues that our shareholders tell us matter most to them. Our Investor Relations and Corporate Secretary teams provide periodic company updates throughout the year to our institutional shareholders, driving awareness of our significant corporate governance matters, environmental and social initiatives, and stakeholder impacts, and changes in our Board and executive management. We also continue to improve our engagement and communications with our retail shareholders, including employee shareholders.

Transparent and informed governance enhancements. Our Board routinely reviews and improves our governance practices and policies, including our shareholder engagement practices. Shareholders’ input is regularly shared with our Board, its committees, and management, facilitating a dialogue that provides shareholders with transparency into our governance practices and considerations, and informs our company’s enhancement of those practices. In addition to shareholders’ sentiments, our Board considers trends in governance practices and regularly reviews the voting results of our shareholders’ meetings, the governance practices of our peers and other large companies, and current trends in governance. See page 37 for additional detail on recent governance enhancements our Board implemented.

Our 2021 and early 2022 shareholder engagement initiatives

Our Lead Independent Director, Mr. Nowell, and management have met with shareholders holding approximately 34% of our shares outstanding and key stakeholders throughout 2021 and in early 2022. As part of these discussions, Mr. Nowell shared information about his transition to the role of Lead Independent Director in April 2021. We obtained these shareholders’ input and discussed their views on, among other things, our Board’s independent oversight of management, our Board’s composition and director succession planning and recruitment, and our Board’s oversight of senior management succession planning, our environmental and social initiatives, including our company’s long-standing focus on racial equality and economic opportunity, and our human capital management practices. We also discussed the advisability of asking shareholders to ratify our Bylaw amendment to provide for the Delaware Exclusive Forum Provision. See Proposal 4 on page 85. These views were shared with our Board and its committees for their consideration.

More broadly, we sent periodic company updates to our largest 250 shareholders representing approximately 66% of our shares outstanding throughout 2021.

To further our engagement with all shareholders, including retail and employee shareholders, we significantly enhanced our annual meeting webpage in 2019 and continue to refine the webpage to provide shareholders with a platform to easily access information about our annual meeting, our director nominees, and the matters for shareholder vote. This dedicated retail shareholder annual meeting webpage includes video interviews with our directors so shareholders have the opportunity to hear directly from our Board, addresses topics such as governance and our Responsible Growth, and includes resources such as our Human Capital Management updates in our 2021 Annual Report. To access the 2022 annual meeting webpage and the director video interviews, please go to https://investor.bankofamerica.com/events-and-presentations/annual-shareholder-meeting.

 

35

2022 PROXY STATEMENT

Shareholder engagement

 

 

By the numbers: Depth of shareholder engagement in 2021 and early 2022

 

 

What we learned from our meetings with shareholders

•  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, and the Board’s oversight of management succession planning and management changes announced in 2021.

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

•  Shareholders appreciated meeting with our Lead Independent Director, Mr. Nowell, and hearing directly from him regarding his transition as Lead Independent Director, Board priorities in 2021-2022, our Board’s oversight of the company’s response to the pandemic, and our drive for Responsible Growth, including our strategy and risk management practices, our acceleration of work previously underway to drive racial equality and economic opportunity, and our ESG initiatives.

•  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 the transparency we have provided on our commitment to human capital and environmental matters.   •  Shareholders were instrumental in assisting us shape the scope and content of our initial Human Capital Management Report in 2019 and further updates to the report, providing valuable insight about the types of information and transparency that continue to aid in their understanding of our human capital management practices and how our actions in these areas, including our focus on diversity in all aspects of our business, help drive Responsible Growth.   •  We discussed our company’s Net Zero Goal, our work helping 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 shared how our focus on environmental sustainability is aligned with work our CEO is spearheading with the WEF’s International Business Council to develop the recently announced Stakeholder Capitalism Metrics—a universal set of ESG metrics and disclosures to help companies demonstrate their contributions to specific sustainable development goals derived from and converging existing standards. Our shareholders were interested in how this impacts not only our goals and metrics but also how it may affect public disclosures generally.

•  During our discussions with shareholders, some investors expressed a desire for increased consolidation of our disclosures on the company’s activities regarding racial equality, civil rights and nondiscrimination, and our activities to improve economic opportunity, which we have addressed through disclosures in this proxy statement and in our 2021 Annual Report that accompanies this proxy statement.

•  Shareholders expressed support of our company’s overall approach for compensating named executive officers.

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

 

BANK OF AMERICA

36

Shareholder engagement

 

 

Demonstrated track record of responsiveness to investors and other stakeholders   Our Board evaluates and reviews input from our shareholders in considering their independent oversight of management and our long-term strategy. As part of our commitment to constructive engagement with investors, we evaluate and respond to the views voiced by our shareholders, including voting results from 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:   •  We continued to actively consider board succession planning and refreshment, driven by our Corporate Governance, ESG, and Sustainability Committee and the process described in “Identifying and evaluating director candidates” on page 10   •  Based in part upon shareholders’ input, we are asking shareholders to ratify the amendments to our Bylaws to provide for Delaware Exclusive Forum Provision. See Proposal 4 on page 85   •  We provided focused disclosure on our Board and management ESG oversight structure, including their oversight of human capital matters, ESG matters generally, and ESG risk (see page 8)   •  We enhanced ESG disclosures in this proxy statement (see pages 38 through 47) and in our 2021 Annual Report. We continue to add to and refine disclosures on Responsible Growth and our work to drive Responsible Growth daily in our businesses and by sharing success in our communities, driving progress to help reach a clean energy future, and being a great place to work. We provide highlights of our ESG accomplishments, including our philanthropy, actions to promote racial equality and economic opportunity, work to mobilize and deploy sustainable finance, and progress on our climate strategy   •  In our 2021 Annual Report, we include Human Capital Management updates 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; and our EEO-1 data. A subset of this information is summarized in this proxy statement (see pages 43 through 47)   •  We continued our active participation in The Value Reporting Foundation, including through the service of our Chief Accounting Officer on The Value Reporting Foundation Board of Directors   •  We published our first TCFD Report in 2020 providing information to our shareholders, clients, and communities regarding the potential financial risks of climate change to our businesses and how we are managing those risks. We plan to update this report in 2022; this is in addition to the information about how we manage climate risk already disclosed in our 2021 Annual Report   •  We updated our Environmental and Social Risk Policy Framework (ESRPF) to highlight our Net Zero Goal, our collaboration with peer banks through PCAF 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 2022   •  We continued to refine our shareholder engagement process to connect shareholders and key stakeholders with our Lead Independent Director, Chair, other independent directors, and executive management   •  At our 2021 annual meeting, 94.4% of the votes cast favored the “Say on Pay” proposal. Our Compensation and Human Capital Committee considered this result and input from investors during our shareholder engagement process, and in light of the strong support, maintained a consistent overall approach for compensating named executive officers for 2021 full year performance. See Proposal 2 on page 54. Also see “Shareholder engagement & ‘Say on Pay’ results” on page 55 for a discussion of our compensation-related shareholder engagement and our historical “Say on Pay” vote results.

 

37

2022 PROXY STATEMENT

Our ESG leadership

 

 

Our ESG leadership⁽¹⁾

 

		Responsible Growth has four straightforward tenets:   •  We have to grow—no excuses   •  We have to be client focused in our growth   •  We have to grow within our risk appetite   •  And our growth must be sustainable   To drive Responsible Growth, our growth must be sustainable. This includes:   (1) sharing our success with our communities, including through our ESG leadership;   (2) being a great place to work; and   (3) driving operational excellence(2) so that we can continue to invest in our employees and our capabilities.   By focusing on Responsible Growth, we deliver for our teammates, clients, and shareholders and help address society’s biggest challenges.

 

Our Board actively oversees management in how we drive Responsible Growth

Our Board actively oversees our drive for Responsible Growth through comprehensive ESG-governance and oversight practices. This begins with our management-level Global ESG Committee, which is comprised of senior leaders from every major business line and control function who are actively engaged in managing our ESG approach and governance. The Global ESG Committee engages in dialogue and debate on social and environmental issues that are significant to our business, including our human capital management practices, the societal and environmental impacts of our product and service offerings, and our business investments with the goal of creating a sustainable economy. The Global ESG Committee is also charged with providing overall leadership in our long-standing philanthropic and investment activity to advance racial equality and economic mobility. This committee which is accountable to our CEO and met six times in 2021, regularly reports on the company’s ESG activities and emerging ESG opportunities to the Board’s Corporate Governance, ESG, and Sustainability Committee, reviews human capital management considerations with the Board’s Compensation and Human Capital Committee, and provides ESG risk updates to the Board’s Enterprise Risk Committee. Given the significance of this topic, the Global ESG Committee also regularly engages directly with the Board on the company’s ESG activities, including our $1.25 billion commitment to advance racial equality and economic opportunity. See “Our Board actively oversees our focus on ESG” on page 8.

We have also established a Sustainable Markets Committee, which reports to the Global ESG Committee, to coordinate and accelerate our progress, identify new opportunities, and build upon our work in sustainable finance, including helping accelerate the transition to an environmentally sustainable, low-carbon economy. Through the Sustainable Markets Committee, we are driving consistent perspective and focus on all we are doing in sustainable finance, from policy and research to the deployment of capital and development of investment products across all our business and client bases.

We receive input from independent third parties offering a diversity of perspectives and subject matter expertise

We seek advice from a wide range of experts. We actively consult with independent third parties with diverse perspectives to help us better serve our clients, make our company a great place to work, and share success with our communities and our stakeholders. We convene with shareholders, industry leaders, consumer advocates, community advisors, thought leaders, and other stakeholders for their advice and guidance in shaping our policies and practices, and engage with our stakeholders in important assessments that identify and promote progress.

Because we are an active participant in each local community in which we operate, we understand its economy, culture, strengths, and challenges. Our efforts to deliver effective solutions and service by matching the right resources to each community’s individual needs are informed by input received from community leaders, consumer advocates, and other local stakeholders.

 

(1)

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

(2)	See our 2021 Annual Report for additional information.

 

BANK OF AMERICA

38

Our ESG leadership

 

 

Examples. Our Global Advisory Council is an advisory board consisting of internationally recognized business, academic, and public policy leaders who assist us on global strategy. Members offer advice on our company’s global engagement and provide a wide range of perspectives on local market trends around the world.   Our National Community Advisory Council (NCAC) is a diverse group of senior leaders from social justice, consumer advocacy, community development, and environmental organizations and policy institutes that meets several times each year to provide a range of external perspectives on our business policies, practices, and products. For more information about the NCAC see page 41.   Other outside experts examine individual employee pay and are an integral part of our robust policies and practices to help guide nondiscriminatory pay decisions. See page 46.

Sharing our success and making a global impact

As a global financial institution, we recognize that one of the most critical roles we can play is accelerating the deployment of capital to address the 17 United Nations’ Sustainable Development Goals, which are directed toward building a sustainable, prosperous future for all of us. There is a significant gap between the amount of capital needed to address these global challenges and the amount that is being mobilized today. Private sector engagement is critical to closing this gap. Through the combined resources and expertise of the global financial community, governments, and nonprofit organizations, we are working to address problems through business decisions that improve our communities, generate growth, and lead to a return on investment.

Sharing success with our communities

Philanthropy. .Our philanthropic initiatives are a component of our overall business strategies and a key part of how we make our growth sustainable. We have long shared our success with communities through targeted, intentional philanthropic investments, and we have developed strong partnerships with nonprofit organizations to help address issues fundamental to economic mobility and social progress. We focus on improving the lives of individuals and families by investing in basic needs, workforce development, and education, while also strengthening broader community vitality by addressing needs related to affordable housing, small businesses, and neighborhood revitalization. Through our partnerships, we support vulnerable populations, including working families, youth and young adults out of school and work, seniors, individuals living with disabilities, veterans, and those impacted by the criminal justice system—enabling them to move forward toward their goals. In 2021, we provided $370 million in philanthropic investments to drive economic mobility in the communities we serve, including more than $94 million in support of workforce development/jobs, $87 million for community development/affordable housing, and more than $81 million for basic needs including nearly $5 million for natural disaster and humanitarian needs. We continue to invest locally through our signature philanthropic programs, Neighborhood Builders and Neighborhood Champions, supporting more than 1,400 local nonprofits and the leadership development of 2,800 nonprofit executives since 2004. Last year, we connected 4,000 young adults across more than 80 markets to virtual and in-person summer jobs.

Racial equality and economic opportunity. As a company with national and global operations, our Board and management understand the need for real and ongoing progress on assessing and addressing racial and economic inequality in the United States. Our long-standing commitment to advance racial equality and economic opportunity includes multiple strategies from across our company. Through all of our activities, we drive positive change both within our company—with our global teammates—and outside our company. We enlist many independent third parties for advice, counsel, perspective, ideas, and assistance. These third parties and other stakeholders represent a range of diverse perspectives and provide continuous feedback on our actions and progress, holding us accountable. Our Board and its Corporate Governance, ESG, and Sustainability Committee and Compensation and Human Capital Committee provide governance and oversight to these efforts. We regularly report on our activities, seek input from our shareholders about the types of information that would be useful to them in assessing our activities, review that input with our Board and its committees, and provide additional disclosures in response so that we are accountable for our progress. We will continue this cycle of work—focus on ESG leadership, input and counsel from independent and diverse perspectives, Board oversight, additional transparency, and accountability—to power and amplify momentum on the flywheel that drives concrete actions that further progress.

 

39

2022 PROXY STATEMENT

Our ESG leadership

 

 

We have a demonstrable sustained record of promoting civil rights, racial equality and nondiscrimination, and advancing economic opportunity both inside our company and with external stakeholders. Examples include:

 

•

We tripled our Bank of America Community Homeownership Commitment® to $15 billion through 2025 with a goal to help 60,000 LMI individuals and families to purchase a home.

 

•

We committed $60 million to increase access to capital and career opportunities for Black, Indigenous, and People of Color affordable housing developers.

 

•

As part of our $1.25 billion, five-year commitment to advance racial equality and economic opportunity, we’ve committed more than $450 million:

 

$43M to 22 Minority Deposit Institutions and Community Development Financial Institutions

$25M to 21 Historically Black Colleges and Universities, Hispanic-serving institutions and community colleges

More than $300M to over 100 minority-focused and minority-led equity funds to provide capital to diverse entrepreneurs and small business owners

Sustainable finance. Our enterprise-wide focus on sustainable finance taps the power and scale of the capital markets to deliver on both profitability and progress. It is designed to unlock the necessary financing to help address major global and local challenges such as affordable housing, sustainable energy, clean water and sanitation, education, and health care. In 2021, we mobilized and deployed approximately $250 billion in sustainable finance activity, an all-time high, to support our $1.5 trillion sustainable finance goal; highlights include:

 

•

We originated over $400 million in loans and investments as part of our more than $2 billion portfolio in Community Development Financial Institutions (CDFIs) to finance affordable housing, economic development, small businesses, health care centers, charter schools, and other community services.

 

•

We issued our second $2 billion Equality Progress Sustainability Bond, designed to help advance racial and gender equality, economic opportunity and environmental sustainability. Since 2013, Bank of America has issued $11.9 billion across nine Green, Social and Sustainability Bonds.

 

•

We provided a record $6.6 billion in loans, tax credit equity investments, and other real estate development solutions through Community Development Banking to finance affordable housing and economic development across the country. Between 2005 and 2021, we financed over 227,000 affordable housing units.

 

•

We have been a top renewable energy tax equity investor in the U.S. since 2015 with a total of approximately $12 billion at the end of 2021. Our investments have contributed to the development of approximately 16% (38 gigawatt) of total installed renewable wind and solar energy capacity in the U.S.

Sustainability in our operations. We are carbon neutral, purchase 100% renewable electricity, and are working to achieve our Net Zero Goal of net zero GHG emissions in our financing activities, operations, and supply chain before 2050.

Sustainable client balances. Our wealth management business has $55.6 billion in assets with a clearly defined ESG investment approach.

Arts and culture. We are helping local economies thrive and advancing cultural understanding by investing more than $52 million in support of arts and culture nonprofits around the world to connect people to art and its contribution to our society.

Employee giving and volunteering. We doubled the value of matching gifts for employee donations to select organizations supporting racial equality and economic opportunity, lowered the matching gift minimum in response to local and global disasters, and encouraged virtual volunteerism. In response, employees gave more than 1.6 million volunteer hours and directed more than $72 million in combined individual giving and the company’s matching gifts, volunteer grants, and other employee-directed giving programs to support more than 37,000 organizations globally.

Women’s economic empowerment. To date, we helped 75,000 women from more than 140 countries and territories grow their businesses through partnerships with the Tory Burch Foundation, Vital Voices, the Cherie Blair Foundation, Kiva, and Cornell University. We also launched the Bank of America Access to Capital Directory, which has more than 300 sources of capital – ranging from grants to equity investments to loans.

Better Money Habits^®. Through our Better Money Habits platform, we connect people to guidance and tools that help them to take control of their finances. Free financial education on our Better Money Habits website has been accessed more than 3.5 billion times across all platforms since launching in 2013, including more than 7.6 million site visits in 2021, and consumers clicked through to make an appointment nearly 33,000 times. Visits to our Spanish site, Mejores Habitos Financieros, are up 54% from 2020 to 2021.

Supplier diversity. Through our Supplier Diversity & Responsible Sourcing Program we spend close to $2 billion with diverse suppliers each year.

Small business lending. We provide advice, tools, solutions, and dedicated support to meet the unique needs of our 11 million small business owners. We are a top lender in the Small Business Administration’s 504 and 7(a) programs, according to the FDIC. More than half (57%) of all small business loan balances originated in 2021 were made to LMI businesses, or to businesses in LMI areas.

 

BANK OF AMERICA

40

Our ESG leadership

 

 

 

41

2022 PROXY STATEMENT

Our ESG leadership

 

 

Driving progress through our focus on environmental sustainability

Our enterprise climate strategy

 

Minimize BAC’s impact on the climate: net zero before 2050				Assess & manage  climate-related risks				Support clients in  their low-carbon transition
Achieve net zero GHG emissions in our financing activities, operations and supply chain; Set reduction goals & strategies				Establish a rigorous risk management program that advances the use of climate risk factors to enhance preparedness for a low-carbon, climate resilient future				Sustainable finance goal; Client engagement; Carbon neutrality advisory

Our enterprise climate strategy is focused on minimizing our own climate impact, managing climate-related risks, and supporting and financing areas critical to the transition to an environmentally sustainable, low-carbon economy.

Minimize BAC’s impact on the climate: net zero by 2050. In 2021, we announced our Net Zero Goal to achieve net zero GHG emissions in our financing activities, operations, and supply chain before 2050. Achieving this goal will require technological advances, clearly defined roadmaps for industry sectors, public policies, and better emissions data reporting, as well as ongoing, strong and active engagement with clients, suppliers, investors, government officials, and other stakeholders. We are dedicating significant financial, intellectual, philanthropic, and catalytic capital to support the advancement of developing technologies, such as sustainable agriculture and biofuels, water infrastructure, clean hydrogen, waste-to-energy, and carbon capture and sequestration.

Tracking our progress towards achieving our Net Zero Goal includes establishing the baseline for emissions associated with our financing activities, often referred to as financed emissions. We joined the Partnership for Carbon Accounting Financials or PCAF in 2020 and, in collaboration with 15 other financial institutions, helped develop a consistent methodology to assess and disclose financed emissions. Additionally, given the urgency required to address climate change, we helped launch the Net-Zero Banking Alliance or NZBA in April 2021, which outlines guidelines for banks to achieve net zero GHG emissions, including the requirements for setting long-term and interim targets using widely accepted, science-based scenarios as well as establishing an emissions baseline and annually measuring and reporting the emissions profile of their lending portfolios and investment activities. As a member of NZBA, our company and more than 100 other financial institution members representing more than 40% of the world’s banking assets, have committed to set science-aligned emission reduction targets for 2030.

In addition to PCAF and NZBA, in 2021, we joined a number of coalitions focused on collaborating to accelerate the clean energy transition, including: Glasgow Financial Alliance for Net Zero, which includes NZBA and brings together leading financial institutions to accelerate the transition to a net zero global economy; Breakthrough Energy Catalyst to accelerate the development of the climate smart technologies necessary to achieve net zero emissions by 2050; and three efforts created by the WEF: First Movers Coalition (WEF and U.S. State Department) to mobilize collective demand for critical emerging technologies essential for the net zero transition; Clean Skies for Tomorrow Coalition to accelerate the supply and use of sustainable aviation fuel to reach 10% of global jet aviation fuel supply by 2030; and Natural Climate Solutions Investment Accelerator to drive and aggregate corporate demand for 1 Gigatonne of CO² emissions through reductions and removals per year by 2025.

In line with our PCAF and NCBA commitments, we expect to begin to disclose financed emissions no later than 2023, and we expect to set 2030 targets for the significant majority of financed emissions in our portfolio by 2024. We plan to establish interim emissions reduction targets for high-emitting portfolios, including energy and power, and announce our first set of emission reduction targets in 2022. In line with our NZBA commitments, we plan to regularly review our targets so that they remain consistent with current climate science.

Support clients in their low-carbon transition. As we work to achieve our Net Zero Goal, we are focused on financing the transition to a low-carbon environment by rebalancing our portfolios over time and supporting the low-carbon economy. In 2021, we announced a goal to deploy $1 trillion by 2030 to help accelerate the transition to a low-carbon, environmentally sustainable economy by providing lending, capital raising, advisory and investment services, and by developing other client driven financial solutions to support low-carbon energy sources and technology. This commitment anchors a broader $1.5 trillion sustainable finance goal to support both environmental transition and social inclusive development, which spans business activities across the globe. These goals are aligned to addressing the United Nations’ Sustainable Development Goals and are intended to help drive business opportunities and enhance risk management related to the transition to a low-carbon economy. Our multi-year financing commitment provides financial capital, along with significant intellectual capital, to develop solutions to climate change and other environmental challenges. It focuses on low-carbon energy, energy efficiency, and sustainable transportation, in addition to addressing other important areas like water conservation, land use, and waste.

 

BANK OF AMERICA

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