How to vote your shares

You may vote if you were a shareholder as of the close of business on March 1, 2023.

Proposals for your vote

1.    Electing directors

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

3.    A vote on the frequency of future “Say on Pay”
resolutions (an advisory, non-binding “Say on Frequency” resolution)

4.    Ratifying the appointment of our independent
registered public accounting firm for 2023

5.    Amending and restating the Bank of America Corporation Equity Plan

6.-11.   Shareholder proposals

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

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

By focusing on Responsible Growth, we continued to deliver strong results in 2022

In recognition of our overall company performance in delivering Responsible Growth, and the CEO’s individual performance, the Compensation and Human Capital Committee and the Board’s independent directors determined the following 2022 compensation for our CEO:

•  Total compensation, inclusive of base salary and equity-based incentives, of $30.0 million, compared to 2021 total compensation of $32.0 million

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

•  95% 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 the last two years

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

Common equity tier 1 (CET1) capital ratio.

For cautionary information and forward-looking statements regarding Sustainability Information, see the “Table of contents” page to this proxy statement.

See our 2022 Annual Report for additional information.

Nominee⁽¹⁾

Committee
membership

(C = chair)

Race/
ethnicity

and gender

Sharon Allen

Age 71

Director since 2012

AC (C)

CGESC

•   Financial Expertise; Audit/Financial Reporting

•   Risk Management

•   Strategic Planning

White

Female

Joe Almeida

Age 60

Director since 2022

AC

CHCC

•   Active Chief Executive Officer

•   Complex, Highly Regulated Businesses

•   Strategic Planning; Global Operations

Hispanic-Latino

Male

Frank Bramble

Age 74

Director since 2006

CGESC (C)

ERC

•   Financial Services Experience

•   Risk Expert

•   Bank of America Institutional Knowledge

White

Male

Pierre de Weck

Age 72

Director since 2013

CHCC

ERC

•   Financial Services Experience; Consumer, Corporate, and Investment Businesses

•   Global Perspective

•   Risk Management

White

Male

Arnold Donald

Age 68

Director since 2013

AC

CHCC

•   Retired Chief Executive Officer

•   Strategic Planning; Global Operations

•   Consumer Businesses; Business Development and Marketing

Black/African American

Male

Linda Hudson

Age 72

Director since 2012

CHCC

ERC

•   Retired Chief Executive Officer

•   Cybersecurity, Technology, and Information Security

•   Strategic Planning; Global Operations

White

Female

Monica Lozano

Age 66

Director since 2006

CHCC (C)

ERC

•   Public Policy

•   Human Capital

•   Bank of America Institutional Knowledge; Public Company Board Leadership

Hispanic-Latino

Female

Brian Moynihan

Age 63

Director since 2010

•   Complex, Highly Regulated Businesses

•   Strategic Planning; Global Operations

•   Financial Services; Risk Management

White

Male

Lionel Nowell

Age 68

Director since 2013

•   Public Company Board Leadership

•   Financial Expertise; Audit/Financial Reporting

•   Strategic Planning

Black/African American

Male

Denise Ramos

Age 66

Director since 2019

AC

CGESC

•   Retired Chief Executive Officer

•   Financial Expertise; Audit/Financial Reporting

•   Strategic Planning; Global Operations

White

Female

Nominee⁽¹⁾

Committee
membership

(C = chair)

Race/
ethnicity

and gender

Clayton Rose

Age 64

Director since 2018⁽²⁾

CHCC

ERC (C)

•   Financial Services Experience; Consumer, Corporate, and Investment Businesses

•   Risk Expert

•   Public Policy

White

Male

Michael White

Age 71

Director since 2016

AC

CHCC

•   Retired Chief Executive Officer

•   Strategic Planning; Global Operations

•   Consumer Businesses; Business Development and Marketing

White

Male

Thomas Woods

Age 70

Director since 2016

AC

CGESC

•   Financial Services Experience

•   Risk Management

•   Financial Expertise; Audit/Financial Reporting

White

Male

Maria Zuber

Age 64

Director since 2017

CGESC

ERC

•   Cybersecurity, Technology, and Information Security

•   Risk Management

•   Strategic Planning

White

Female

⁽¹⁾   Age as of annual meeting date.

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

AC = Audit Committee

CGESC = Corporate Governance, Sustainability, and ESG Committee

CHCC = Compensation and Human Capital Committee

ERC = Enterprise Risk Committee

Director diversity

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. When evaluating director candidates, 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.

Director time commitment

Through the Committee, the Board regularly reviews and closely monitors shareholders’ views on the appropriate number of public company boards on which directors may serve. The Committee considers: the proxy voting guidelines of our major shareholders; input from our shareholders during our engagement discussions; voting policies of the major proxy advisory firms; corporate governance guidelines adopted by other public companies; board trends at peer and other significant public companies; and advice from outside advisors.

In 2022, at the Committee’s recommendation, our Board amended its policy on outside board service set forth in the Corporate Governance Guidelines. The revised policy limits the maximum number of public company boards on which a director on our Board may serve to four public companies (including our Board), and specifies that any public company chief executive officer who serves as a director on our Board may not serve on the boards of more than two public companies (including our Board). In early 2023, the Committee reviewed the directors’ time commitments, including their leadership roles on other public company boards as well as their private company and non-profit board service, where applicable. The Committee also reviewed the publicly available voting policies of our largest investors that address director time commitment and overboarding.

All of our directors and director nominees comply with the Board’s outside board service policy.

Our Board recommends a vote “FOR” each of the 14 nominees listed below for election as a director (Proposal 1).

Sharon L.

Allen

Age: 71

Director since:

August 2012

Former Chairman,
Deloitte LLP (Deloitte)

Other U.S.-listed company boards:

Albertsons Companies, Inc;

Past five years:

First Solar, Inc.

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

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 DTTL 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

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

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

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

José (Joe) E. Almeida

Age: 60

Director since:

September 2022

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

Other U.S.-listed company boards:

Baxter

Past five years:

Walgreens Boots Alliance, Inc.

Mr. Almeida is an active chief executive officer and public company director with experience leading large, global companies subject to regulatory oversight. His service as a board member in a variety of industries also brings additional perspectives to our Board. As Chairman, President, and Chief Executive Officer of Baxter, Mr. Almeida is leading the company through a period of transformation driven by innovation, operational excellence, and strategic execution. Prior to joining Baxter, Mr. Almeida served as chairman, president and chief executive officer of Covidien plc and served in leadership roles at Tyco Healthcare (Covidien’s predecessor), Wilson Greatbatch Technologies Inc., American Home Products’ Acufex Microsurgical division, and Johnson & Johnson’s Professional Products division. He began his career as a management consultant at Andersen Consulting (Accenture) and previously served on the boards of Walgreens Boots Alliance, Inc., Analog Devices, Inc., EMC Corporation, State Street Corporation and Covidien plc.

Other leadership experience and service:

•  Serves on the Board of Trustees of Northwestern University

Professional highlights:

•  Chairman of the Board, President and CEO
of Baxter, a global medtech leader, effective
January 1, 2016. Began serving as an executive
officer of Baxter in October 2015

•  Served as Senior Advisor with The Carlyle Group, a multinational private equity, alternative asset management and financial services corporation,
from May 2015 to October 2015

•  Served as the Chairman, President and Chief Executive Officer of Covidien, a global healthcare products company, from March 2012 through January 2015, prior to the acquisition of Covidien by Medtronic plc, and President and Chief Executive Officer of Covidien from July 2011 to March 2012

•  Prior to becoming Covidien’s President and Chief Executive officer, served in several leadership roles at Covidien, including President of its Worldwide Medical Devices business; also served as President of International and Vice President of Global Manufacturing for Covidien’s predecessor, Tyco Healthcare

•  Served on the boards of directors of: Walgreens Boots Alliance, Inc. from 2017 to 2022, including on its Compensation Committee; State Street Corporation from 2013 to 2015, including on its Executive Compensation Committee; Analog Devices, Inc. during 2015; and EMC Corporation from 2014 to 2015

•  Served on the Board of Trustees of Partners in Health from 2013 to 2021

Frank P. Bramble, Sr.

Age: 74

Director since:

January 2006

Former Executive Vice Chairman, MBNA Corporation (MBNA)

Mr. Bramble is a veteran financial services executive with broad-ranging financial services experience, and international perspective. He also brings institutional insights to our Board, having held leadership positions at two financial services companies acquired by our company (MBNA, 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, corporate governance, 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, a financial services company acquired by Bank of America in January 2006

•  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

Pierre J.P. de Weck

Age: 72

Director since:

July 2013

Former Chairman and Global Head of Private Wealth Management,

Deutsche Bank AG

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

Professional highlights:

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

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

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

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

Arnold W. Donald

Age: 68

Director since:

January 2013

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

Other U.S.-listed company boards:

Salesforce, Inc.

Past five years:

Carnival; Crown Holdings, Inc.

Mr. Donald has more than three decades of strategic planning, global operations, and risk management experience in regulated, consumer, retail, and distribution businesses, including through his service as President and Chief Executive Officer of Carnival, one of the world’s largest leisure travel companies with operations worldwide, his leadership roles with global responsibilities at Monsanto, and his experience as a public company director. Through his leadership of non-profit organizations, including The Executive Leadership Council and the Juvenile Diabetes Research Foundation International, Mr. Donald also brings focus and perspective on our work to promote equality, diversity and inclusion, and advance economic opportunity for our employees and the communities we serve.

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, Chief Executive Officer, and Chief Climate Officer of Carnival, a cruise and vacation company from July 2013 to November 2022; began serving on Carnival’s Board of Directors in 2001

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

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

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

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

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

•  Member of the Board of Directors of Salesforce, Inc.

Linda P. Hudson

Age: 72

Director since:

August 2012

Former Chairman and
Chief Executive Officer,

The Cardea Group, LLC

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

Other U.S.-listed company boards:

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

Past five years:

The Southern Company

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

Other leadership experience and service:

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

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

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

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

•  Member of the Board of Directors of UF Health, the health care system affiliated with the University of Florida College of Medicine

Professional highlights:

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

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

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

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

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

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

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

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

Monica C. Lozano

Age: 66

Director since:

April 2006

Former Chief Executive
Officer, College Futures Foundation

Former Chairman,
US Hispanic Media Inc.

Lead Independent
Director, Target
Corporation

Other U.S.-listed company boards:

Apple Inc.;

Target Corporation

Ms. Lozano has a broad range of leadership experience in public and private sectors and a track record as a champion for equality, opportunity, and representation. As Chief Executive Officer of College Futures Foundation, a charitable foundation focused on increasing the rate of bachelor’s degree completion among California student populations who are low-income and have had a historically low college success rate, she worked to increase the rate of college graduation and improve opportunity for low-income students and students of color in California. With 30 years at La Opinión, the largest Spanish-language newspaper in the U.S., including as editor and publisher, as Chairman and Chief Executive Officer of its parent company, ImpreMedia LLC, and as co-founder of the Aspen Institute Latinos and Society Program, Ms. Lozano possesses deep insights into the issues that impact the Hispanic-Latino community. As a director serving on the boards of large organizations with diversified international operations, including Apple Inc. and Target Corporation, and previously The Walt Disney Company, Ms. Lozano has long standing experience overseeing matters ranging from corporate governance, human capital management, executive compensation, to risk management and financial reporting. In addition, as a member of California’s Task Force on Jobs and Business Recovery, Ms. Lozano provides 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

•  Serves on and former 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 Foundation from December 2017 to July 2022 and member of the Board of Directors from December 2019 to July 2022

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

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

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

•  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

Brian T. Moynihan

Age: 63

Director since:

January 2010

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

As our Chief Executive Officer, Mr. Moynihan leads a team of more than 210,000 employees focused on driving Responsible Growth for our teammates, clients, communities, and shareholders. Under his leadership, the company provides core financial services to three client groups through our eight lines of business. This has delivered record earnings and significant capital return to shareholders. Mr. Moynihan has demonstrated leadership qualities, management capability, knowledge of our business and industry, and a long-term strategic perspective. In addition, he has many years of international and domestic financial services experience, including wholesale and retail businesses.

Other leadership experience and service:

•  Member of Board of Fellows of Brown University (Chair of the Watson Institute Board of Governors)

•  Member of Advisory Council of Smithsonian’s National Museum of African American History and Culture

•  Member of Charlotte Executive Leadership Council

•  Chairman 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 (Chair of the Global Regulatory Policy Committee)

•  Member (and prior Chair) of Financial Services Forum

•  Chair of the Supervisory Board of The Clearing House Association L.L.C.

•  Member of Business Roundtable

•  Member (and prior Chairman) of the World Economic Forum’s International Business Council (Chair of Stakeholder Capitalism Metrics Initiative)

•  Chairman of the Board of The U.S. Council on Competitiveness

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

•  Chair of the Sustainable Markets Initiative

Lionel L. Nowell III

Age: 68

Director since:

January 2013

Lead Independent
Director, Bank of America Corporation

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

Other U.S.-listed company boards:

Ecolab Inc.; Textron Inc.

Past five years:

American Electric Power
Company, Inc.

Mr. Nowell is an active board leader with a deep range of corporate audit, financial expertise, risk management, operational, and strategic planning experience. During his more than 30-year career with multinational consumer products conglomerates, he oversaw the worldwide corporate treasury functions, including debt and investment activities, capital markets strategies, and foreign exchange as Senior Vice President and Treasurer of Pepsi, finance functions as Chief Financial Officer of Pepsi Bottling Group, and held responsibilities for strategy and business development as a Senior Vice President at RJR Nabisco. Mr. Nowell brings a robust corporate governance and board leadership perspective through his current and prior service on public company boards across varying industries and through his ongoing dialogue with institutional shareholders as our Board’s Lead Independent Director.

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

•  Served as a member of the Board of Directors of American Electric Power Company, Inc., chair of its Audit Committee, member of its Directors and Corporate Governance, Policy, Executive, and Finance Committees

•  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

•  As our Board’s Lead Independent Director Mr. Nowell has an extensive set of responsibilities that brings him into frequent communications with our primary regulators, institutional shareholders, other stakeholders and our employees and customers. See also page 24

•  In 2022, Mr. Nowell was named “Independent Director of the Year” by Corporate Board Member

Denise L. Ramos

Age: 66

Director since:

July 2019

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

Other U.S.-listed company boards:

Phillips 66; Raytheon
Technologies Corporation

Past five years:
ITT Inc.

Ms. Ramos is an experienced public company executive who brings global business leadership, financial expertise, and strategic planning experience to our Board. Ms. Ramos served as Chief Executive Officer of ITT, a diversified manufacturer of engineered components and customized technology solutions for the transportation, industrial, and energy markets, focusing on innovation and technology. She was Chief Financial Officer at ITT, Furniture Brands International, and the U.S. KFC division of Yum! Brands, and served as the corporate treasurer at Yum! Brands. Through her public company board service on the Boards of Phillip 66 and Raytheon Technologies, Ms. Ramos brings board-level insights into issues facing complex, regulated global public companies and oversight experience in finance, audit, corporate governance, public policy, and sustainability.

Professional highlights:

•  Chief Executive Officer and President of ITT, a diversified manufacturer of critical components and customized technology solutions, from 2011 to 2019; 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 Finance Committees

Clayton S. Rose

Age: 64

Director since:

October 2018

President, Bowdoin
College

Dr. Rose is an executive leader in academics and the private sector, who brings public policy and social thought leadership, and broad global financial services, strategic, and risk management experiences to our Board. As President of Bowdoin College, Dr. Rose has a legacy advancing diversity, equity, and inclusion; increasing access and opportunity for students; addressing mental health challenges facing youth; and promoting sustainability. During his tenure on the faculty of the Harvard Business School, Dr. Rose taught and wrote on issues of leadership, ethics, the financial crisis, and the role of business in society. Dr. Rose spent the first 20 years of his career with JPMorgan Chase & Co. and its predecessor company, where he retired as Vice Chairman after holding leadership positions in investment banking, equities, securities, derivatives, and corporate finance divisions and leading the company’s diversity, equity and inclusion initiatives. Following retirement from JPMorgan Chase, Dr. Rose received a master’s degree and PhD with distinction in sociology from the University of Pennsylvania focusing on issues of race in America. Dr. Rose has served on several financial institutions boards and currently serves as Chair of the Board of Trustees of the Howard Hughes Medical Institute, the U.S.’s largest private supporter of academic biomedical research.

Other leadership experience and service:

•  Trustee and Chair of the Board of Trustees for Howard Hughes Medical Institute and formerly Chair of the Audit and Compensation Committee

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

Professional highlights:

•  President of Bowdoin College; retirement announced for June 30, 2023

•  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.

Michael D. White

Age: 71

Director since:

June 2016

Former Chairman,

President, and Chief
Executive Officer,
DIRECTV

Lead Director,

Kimberly-Clark
Corporation

Other U.S.-listed company boards:

Kimberly-Clark
Corporation; Whirlpool Corporation

Mr. White is a seasoned executive and public company director who, as Chief Executive Officer of DIRECTV, led the global operations and strategic direction of complex and highly regulated multinational consumer retail and distribution businesses. He possesses executive and board leadership experience and provides broad ranging operational and strategic insights, an international perspective, and financial expertise to our Board. Mr. White was President, Chief Executive Officer and Chairman of the board of directors of DIRECTV, where he oversaw the operations and strategic direction of the company in the U.S. and in Latin America. Prior to joining DIRECTV, he served as the Chief Executive Officer of PepsiCo International; Frito-Lay’s Europe, Africa, and Middle East division; and Snack Ventures Europe, PepsiCo’s partnership with General Mills International. He also served as Chief Financial Officer of PepsiCo., Inc., Pepsi-Cola Company worldwide, and Frito-Lay International. Mr. White began his career as a management consultant at Bain & Company and Arthur Andersen & Co. Mr. White currently is a director on boards of public companies with extensive global operations where he holds board leadership positions.

Other leadership experience and service:

•  Member of the Boston College Board of Trustees

•  Vice Chair of The Partnership to End Addiction

Professional highlights:

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

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

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

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

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

Thomas D. Woods

Age: 70

Director since:

April 2016

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

Former Chairman,

Hydro One Limited

Mr. Woods is a veteran financial services executive with experience in risk management, corporate strategy, finance, and the corporate and investment banking businesses. Mr. Woods began his nearly 40-year tenure at CIBC and its predecessor firms in its investment banking department and later served as Head of Canadian Corporate Banking, Chief Financial Officer, and Chief Risk Officer, before retiring as Vice Chairman. As Senior Executive Vice President and Chief Risk Officer of CIBC during the financial crisis, Mr. Woods focused on risk management and CIBC’s risk culture. He chaired CIBC’s Asset Liability Committee, served as CIBC’s lead liaison with regulators, and was an active member of CIBC’s business strategy group.

Other leadership experience and service:

•  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

•  Member of the University of Toronto College of Electors, and the Board of Advisors of the University of Toronto Department of Mechanical and Industrial Engineering

•  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

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, an electricity transmission and distribution company serving the Canadian province of Ontario, and publicly traded and listed on the Toronto Stock Exchange, from August 2018 to July 2019

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

Maria T. Zuber

Age: 64

Director since:

December 2017

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

Other U.S.-listed company boards:

Textron Inc.

Dr. Zuber is a distinguished research scientist and academic leader who brings a breadth of risk management, technology, geopolitical insights, and strategic planning thought leadership to our Board. Dr. Zuber is the first woman to lead a science department at MIT and the first woman to lead a NASA planetary mission. In her role as Vice President for Research at MIT, Dr. Zuber oversees multiple interdisciplinary research laboratories and centers focusing on cancer research, energy and environmental solutions initiatives, plasma science and fusion, electronics, nanotechnology, and radio science and technology. She also leads MIT’s Climate Action Plan, and is responsible for intellectual property, research integrity and compliance, and research relationships with the federal government. Dr. Zuber has held leadership roles on 10 space exploratory missions with NASA. She also served on the National Science Board under President Obama and President Trump and is currently Co-Chair of President Biden’s Council of Advisors on Science and Technology.

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

•  Served in a number of positions at NASA, including as a Geophysicist from 1986 to 1992, a Senior Research Scientist from 1993 to 2010, and as Principal Investigator of the Gravity Recovery and Interior Laboratory (GRAIL) mission from 2008 to 2017, which was designed to create the most accurate gravitational map of the moon to date and give scientists insight into the moon’s internal structure, composition, and evolution, and held leadership roles associated with scientific experiments or instrumentation on 10 NASA missions

•  Member of the Board of Directors of Textron Inc. and 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).

Management’s development and implementation of a multi-year strategic business plan and an annual financial operating plan, and tracking 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 (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

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 sustainability 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

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. Almeida, 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. Almeida, 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.

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 formal 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

See our Corporate Governance Guidelines available at http://investor.bankofamerica.com under the heading “Governance”

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

Prepare meeting materials that are streamlined and allow for an understanding of key issues, 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 more opportunities for our Board to interact with employees throughout the organization, both formally and informally, as the operating environment normalizes, and for one-on-one and smaller group discussions between directors and management on critical issues

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 including climate risk, operational resilience, and risks arising from the economic environment

Provide additional information on topics identified by directors as desired areas of increased focus for the development of board strategic planning sessions, including information related to technology and operations, the regulatory landscape and the economic outlook

Present deep dives on environmental and human capital management-related topics at the Board and committee level, including regular updates on implementation of the company’s sustainability initiatives and climate activities

Enhance information provided to support the Board’s management talent and succession planning responsibilities, including information on how specific performance goals factor into executive management’s performance evaluations

Provide educational opportunities during regularly scheduled meetings, with an emphasis on topics requested by directors and current events and trends

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

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 and nominees attended at least 75% of the aggregate meetings of our Board and the committees on which they served during 2022. In addition, all of the directors serving on our Board at the time of our 2022 annual meeting attended the meeting.

Our independent directors regularly meet privately in executive session without our Chair and CEO or other members of management present, and held 13 such executive sessions in connection with Board meetings in 2022. Our Lead Independent Director leads these Board executive sessions.

No. of meetings in 2022: 14    

Members

Sharon L. Allen (Chair)    

José E. Almeida

Arnold W. Donald

Denise L. Ramos

Michael D. White

Thomas D. Woods

R. David Yost

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

•  Oversees the performance of our company’s corporate audit function

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

•  Oversees our compliance with legal and regulatory requirements

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

Independence / qualifications

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

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

No. of meetings in 2022: 9    

Members

Monica C. Lozano (Chair)     

José E. Almeida

Pierre J.P. de Weck

Arnold W. Donald

Linda P. Hudson

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

No. of meetings in 2022: 9    

Members

Frank P. Bramble, Sr. (Chair)

Sharon L. Allen

Denise L. Ramos

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 sustainability activities, other than human capital matters

•  Reviews and assesses shareholder input and our shareholder engagement process

Independence / qualifications

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

No. of meetings in 2022: 11    

Members

Clayton S. Rose (Chair)

Frank P. Bramble

Pierre J.P. de Weck

Linda P. Hudson

Monica C. Lozano

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

•  Reviews important risks that span key risk types, including climate risk, information security risk, data risk, and conduct risk.

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

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

Independence / qualifications

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

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

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

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

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

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

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

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

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

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

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

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

Our Compensation Governance Policy addresses...

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

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

•  funding incentive compensation pools

•  determining individual incentive compensation awards

•  use of discretion as part of those processes

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

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

•  Shareholders 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 Lead Independent Director succession plan and the recent appointment of Mr. Almeida to our Board.

•  Shareholders appreciated meeting with our Lead Independent Director, Mr. Nowell, and hearing directly from him regarding Board priorities in 2022-2023, our Board’s oversight of the company’s drive for Responsible Growth, including our strategy and risk management practices, our acceleration of work previously underway to promote equality, diversity and inclusion, and to advance economic opportunity, and our climate initiatives.

•  Shareholders understand our long-standing approach to Responsible Growth and the important role our governance practices have on 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 continue to be instrumental in helping us shape the scope and content of our human capital management disclosures, including our Human Capital Management update in our 2021 and 2022 Annual Reports. We first published our Human Capital Management Report in 2019 and continue to update the disclosures, incorporating input from shareholders on how best to provide insight about the types of information and transparency that aid shareholders 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, including our Approach to Zero that sets forth our 2030 financing activity targets, 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.

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

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

•  Shareholders provided input on virtual annual shareholders’ meetings, 2022 changes in SEC rules related to universal proxy cards and pay-versus-performance disclosure, and exclusive forum bylaws provisions.

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 9.

Our 2023 proxy statement provides more granular disclosure on our directors’ experiences and diversity (see page 8).

We continue to provided focused disclosure on our Board and management oversight structure for sustainability matters, including their oversight of human capital matters and climate-related risks (see pages 7 and 38).

At our 2022 annual meeting, we asked our shareholders to ratify certain changes to our Bylaws designating the Delaware Court of Chancery as the exclusive forum for certain legal actions. These Bylaws amendments were ratified by approximately 90% of the votes cast at the meeting.

We continue to provide transparent, thorough disclosures regarding our sustainability initiatives and accomplishments in our proxy statements and in our annual reports (see pages 38 through 46 of this proxy statement and our 2022 Annual Report). We continue to add to and refine disclosures on 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, including Stakeholder Capitalism Metrics aligned to the UN SDGs, which are designed to drive convergence and consistency for disclosures about progress on the UN SDGs.

In our 2022 Annual Report, we continue to include an extensive Human Capital Management update section 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 Equal Employment Opportunity (EEO) diversity statistics. A subset of this information is summarized in this proxy statement (see pages 43 through 46).

Based on shareholders’ input on the types of information and risks to identify, in 2022-2023, we commenced a Responsible Growth Assessment to examine our $1.25 billion racial equality and economic opportunity commitment and our $15 billion Community Homeownership Commitment to homebuyers in low- to moderate-income (LMI) communities to assess the fulfillment of our commitments in delivering Responsible Growth. See also Proposal 11 on page 108.

We continued to refine our shareholder engagement process to connect shareholders and key stakeholders with our Lead Independent Director, other independent directors, and executive management on topics that matter most to our shareholders.

At our 2022 annual meeting, 94.5% 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 2022 full year performance. See Proposal 2 on page 53. Also see “Shareholder engagement & ‘Say on Pay’ results” on page 54 for a discussion of our compensation-related shareholder engagement and our historical “Say on Pay” vote results.

Based on higher past participation rates and the input of institutional investors, we are holding our 2023 annual meeting by webcast.

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

•  We must grow in a sustainable manner

To drive Responsible Growth, our growth must be sustainable. This includes:

(1) sharing our success with our communities;

(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.

For cautionary information and forward-looking statements regarding Sustainability Information, see the “Table of contents” page to this proxy statement.

See our 2022 Annual Report for additional information.

Outside perspectives from our Responsible Growth Assessment

We have committed to perform an objective assessment of our $1.25 billion commitment to advance racial equality and economic opportunity and our $15 billion Community Homeownership Commitment^® to homebuyers in LMI communities. The assessment will be conducted by an independent third-party and will focus on whether these commitments further our focus on delivering Responsible Growth. For more information, see Proposal 11 on page 108.

Outside perspectives from our National Community Advisory Council

In 2005, we formed our National Community Advisory Council (NCAC), a forum comprised of senior leaders from social justice, consumer advocacy, community development, environmental organizations, and policy institutes from whom we solicit independent external perspectives, guidance, and feedback. The NCAC meets at least twice annually. Our CEO and senior management join these meetings regularly and our independent Board members, including our Lead Independent Director, have had the opportunity to meet and hear directly from our NCAC advisors.

Our NCAC advisors provide multiple perspectives, engage in healthy debate and dialogue with us, and offer sound advice on critical issues affecting our clients, employees, and communities. Over the years, these advisors have informed our practices, policies, products and services in numerous areas; they are important and valuable voices helping us deliver Responsible Growth.

•  Consumer products and retail. The NCAC provided valuable feedback on the evolution of policies and practices in our efforts to reduce checking account fees, eliminate non-sufficient funds fees, and reduce clients’ reliance on overdraft. The NCAC’s perspective on the needs of lower income customers helped inform the product development of SafeBalance Banking®, Affordable Loan Solution^TM, Better Money Habits^TM, and Balance Assist^TM. It also provided perspective on key economic opportunity issues such as access to credit, financial literacy, affordable housing, and small business and mortgage lending.

•  Workforce and jobs. Our engagement with the NCAC members led to the pilot and subsequent expansion, in partnership with UnidosUS, of Latinos in Finance, a workforce development program focused on training bilingual talent for financial center positions. Our NCAC advisors also provided input on our Pathways initiative designed to hire thousands of teammates from LMI communities.

•  Racial equality and economic opportunity. The NCAC, especially those members focused on civil rights, community development, and consumer advocacy, helped inform the development of our $1.25 billion, five-year commitment to advance racial equality and economic opportunity.

•  Environmental commitments. As we continue our work to address climate change and the demands on Earth’s natural resources, our NCAC advisors have been instrumental in providing counsel and input, including how we deliver on our $1 trillion Environmental Business Initiative, and work to achieve our net zero goal in our financing, operations and supply chain before 2050.

•  Capital deployment. NCAC has helped inform our work over the years as we lead innovation and development in sustainable finance, including our leading $2 billion portfolio of loans, deposits and investments in Community Development Financial Institutions (CDFIs).⁽¹⁾

For more information about our NCAC and its current membership, see https://about.bankofamerica.com/en/making-an-impact/key-governance-topics.

CDFIs, or Community Development Financial Institutions, are certified by the U.S. Department of Treasury’s CDFI Fund, in recognition of their provision of financial services to low-income communities and to people who lack access to financing.

Committed $15 billion to an affordable homeownership program to help 60,000 individuals and families purchase an affordable home. Since the program launched in 2019, we exceeded the original $5 billion commitment and helped more than 39,000 individuals and families with more than $10 billion in affordable lending to purchase a home and nearly $383 million in down payment and closing cost grants.

Committed $44 million to 23 Minority Deposit Institutions (MDIs)⁽¹⁾ and women-owned banks.