Proxy statement summary

Proposals for your vote

Board voting recommendation

Page

1.    Electing directors

6

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

47

3.    Ratifying the appointment of our independent registered public accounting firm for 2025

80

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

82

5.-8.  Shareholder proposals

89

2025 Proxy Statement 

1

Proxy statement summary

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

Serving the core financial needs of people, companies and institutional investors through eight lines of business

At Bank of America, we have driven strong results through our focus on Responsible Growth. Our work for clients, teammates, and communities is something you, our shareholders, can be proud of.

— Brian Moynihan, Chair and Chief Executive Officer

2

Proxy statement summary

  $101.9B

   Revenue

   Up 3% vs. 2023

$27.1B

Net Income

Up 2% vs. 2023

$1.97T

in Deposits

as of 12/31/24

$1.10T

in Loans

as of 12/31/24

Up $42.1B from 2023

  $79B

   asset under management

   flows across Merrill and The

   Private Bank, up 52% vs. 2023

$6.2B

total Investment Banking fees, up 31% vs. 2023

$18.8B

record Sales &
Trading revenue

$27B

Small Business loans,
up 8% vs. 2023.
#1 Small business lender⁽¹⁾

  ~1.1M

   net new Consumer
   checking accounts added

$4.3T

total Consumer payments,⁽²⁾

up 5% vs. 2023

14.3B

digital logins,⁽³⁾

up 12% vs. 2023

55%

digitally-enabled sales
as a percentage of total sales

  11.9%

   common equity tier 1
   capital ratio,
   in excess of the
   10.7% regulatory minimum

$21B

distributed to shareholders in common stock dividends
and repurchases

Up 75% from 2023

$953B

Average Global
Liquidity Sources⁽⁴⁾

Lowest stressed
credit loss rates

among peers in 11 of the past 12 Federal Reserve Comprehensive Capital Analysis and Review exams

  ~$4B

   annual investment
   in innovation or new

   technology

121%

growth in active AI and machine learning patent filings in the past 3 years

^More than

$290M

philanthropic

investments

Operational

Excellence is how we helped create the means to reduce costs by eliminating inefficiencies and reinvest savings in our teammates, our capabilities, our client-experiences, our communities, and our shareholders

  ~97%

   teammates recognized
   with Sharing Success

   compensation awards

8%

employee turnover

$24

per hour minimum
wage for U.S. employees

Source: Federal Deposit Insurance Corporation, 3Q24.

Total payments represent payments made from Bank of America accounts using credit card, debit card, ACH, wires, billpay, person-to-person, cash and checks.

Digital logins represents the total number of desktop and mobile banking sessions on the Consumer Banking platform.

As of fourth quarter of 2024. Global Liquidity Sources comprise assets that are readily available to the company and its subsidiaries. For more information, see “Global Liquidity Sources and Other Unencumbered Assets” in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Form 10-K.

2025 Proxy Statement 

3

Proxy statement summary

ACTIVE INDEPENDENT
OVERSIGHT

YEAR-ROUND
SELF-EVALUATION

COMPREHENSIVE DIRECTOR SUCCESSION PLANNING AND RECRUITMENT

__________

•   Our Lead Independent Director has robust and well-defined duties set forth in our Corporate Governance Guidelines. See page 26.

•   Our Board and its committees are highly independent—all of our Board members are independent, except for our CEO, and all of our Board committee members are independent.

•   Our independent directors, including the Lead Independent Director and chairs of the Board’s committees, meet regularly with our company’s primary regulators.

•   Our independent directors meet regularly in private executive sessions without our Chair and CEO or other members of management present.

•   Our Board formally reviews CEO and senior management succession at least twice annually, and assesses candidates during Board and committee meetings and in less formal settings. See page 29.

•   Our independent directors review the CEO’s annual performance and set his compensation. See page 33.

•   Our Corporate Governance Committee regularly reviews the Board’s governance practices, including our Board’s policy on outside board service. See page 7.

________

•   Our Board and committees continue to conduct comprehensive and multifaceted self-evaluations with a formal annual process and on-going, year-round components. See page 27.

•   In 2024, our directors conducted a formal written evaluation of Board effectiveness, with particular emphasis on key categories of Board effectiveness, including Board composition, focus, culture, process, and information and resources.

•   In addition to the formal self-evaluation process, our Lead Independent Director speaks individually with each independent Board member at least quarterly, and directors are provided with opportunities throughout the year to provide input on Board and committee practices and processes and desired agenda topics and resources.

•   The self-evaluations also help confirm the appropriate mix of Board skills to oversee execution of our strategies and drive Responsible Growth.

•   Our Board regularly assesses its optimal leadership structure.
See page 25.

•   Our Board receives shareholder input on its governance practices through extensive, year-round outreach. See page 36.

________

•   Our Board is committed to intentional and orderly succession planning and regular renewal of its composition across a diverse range of experiences, skills, backgrounds, perspectives, and tenure. See pages 7 and 8.

•   Our Board has continued to enhance the director succession planning and selection process, resulting in an experienced, complementary group of nominees. See page 9.

•   Our Board utilizes a deliberate process to assess candidates and nominees, including reviewing independence, skills, experience, service on other boards, other time commitments, and any potential conflicts of interest.

•   Our Board’s onboarding and director education complement this enhanced recruitment process. See page 29.

•   Our Board has adopted a formal Lead Independent Director and Chair emergency succession policy.

•   Our Corporate Governance Committee has responsibility for our Lead Independent Director succession process, as part of overall Board leadership succession planning.

•   The Board, in coordination with the Board committees, also regularly considers committee membership composition.

4

Proxy statement summary

The Compensation and Human Capital Committee and the Board’s independent directors determined to award 2024 compensation of $35.0 million for our CEO:

•  The Compensation and Human Capital Committee and Board undertook a robust performance evaluation and decision process, which included a detailed review of performance results under the four tenets of Responsible Growth

•  The performance evaluation considered the “What,” which includes a thorough evaluation of performance against scorecard metrics, and the “How,” which includes the manner in which results, both financial and non-financial, were achieved

•  The final compensation determination reflected Mr. Moynihan’s strong individual performance and Responsible Growth across the company with an appropriate focus on risk management

•  The Compensation and Human Capital Committee and Board also reviewed market compensation benchmarks which were considered in relation to the size, scope, complexity, and relative performance of our company

•  Mr. Moynihan’s total compensation includes a fixed base salary (4.3% of total) and equity-based incentives (95.7%) which are variable and directly linked to company performance. All CEO variable compensation was delivered in equity-based awards (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 (tax-normalized) and growth in adjusted tangible value)

•  The remainder of the CEO’s variable pay is 30% cash-settled restricted stock unit (CRSUs) and 20% time-based restricted stock units (TRSUs) settled in stock; TRSUs will vest over four years

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

We value the views of our shareholders. Input received from our shareholder engagement is critical to how we drive progress in our corporate governance practices, including our executive compensation program.

In 2023 and early 2024, the Committee implemented enhancements in response to extensive shareholder engagement and specific input on our compensation-related disclosures. We subsequently received strong support for our compensation program and structure as demonstrated by the outcome of our 2024 “Say on Pay” proposal which received 91.4% support, and sentiments garnered from continued dialogue with shareholders on compensation over the past year.

As a result, we have retained these enhancements and maintained a consistent executive compensation design and application of our pay-for-performance philosophy, reflecting our commitment to incorporate shareholder input into our disclosures and program design.

91.4%

of shareholders favored

our 2024 “Say on Pay”

proposal

2025 Proxy Statement 

5

Proposal 1: Electing directors

Nominee/age⁽¹⁾

Committee
service

(C=chair)

Sharon Allen, 73

Former Chairman, Deloitte

Yes

2012

1

AC (C)

CGC

•   Financial Expertise, Audit/Financial Reporting

•   Risk Management

•   Strategic Planning

Joe Almeida, 62

Former Chairman, President, and CEO, Baxter International

Yes

2022

None

AC

CHCC

•   Retired CEO

•   Complex, Highly Regulated Businesses Strategic Planning

•   Global Operations

Pierre de Weck, 74

Former Chairman and Global Head of Private Wealth Management,

Deutsche Bank

Yes

2013

None

CHCC

ERC

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

•   Global Perspective

•   Risk Management

Arnold Donald, 70

Former President and CEO, Carnival; Incoming Lead Independent Director, Salesforce

Yes

2013

3

AC

CHCC

•   Retired CEO

•   Strategic Planning; Global Operations

•   Consumer Businesses; Business Development and Marketing

Linda Hudson, 74

Former President and CEO,

BAE Systems

Yes

2012

1

CGC

ERC

•   Retired CEO

•   Cybersecurity, Technology, and Information Security

•   Strategic Planning; Global Operations

Monica Lozano, 68

Former CEO, College Futures Foundation;

Former Chairman, US Hispanic Media

Yes

2006

2

CHCC (C)

ERC

•   Public Policy

•   Human Capital

•   Bank of America Institutional Knowledge; Public Company Board Leadership

Maria Martinez, 67

Former EVP and Chief Operating

Officer, Cisco Systems

Yes

2025

2

CGC

ERC

•   Cybersecurity, Technology, and Information Security

•   Global Operations

•   Strategic Planning

Brian Moynihan, 65

Chair and CEO, Bank of America

No

2010

None

None

•   Complex, Highly Regulated Businesses

•   Strategic Planning; Global Operations

•   Financial Services; Risk Management

Lionel Nowell, 70

Lead Independent Director,

Bank of America; Former SVP and Treasurer, PepsiCo.

Yes

2013

2

None

•   Public Company Board Leadership

•   Financial Expertise; Audit/Financial Reporting

•   Strategic Planning

Denise Ramos, 68

Former CEO and President, ITT

Yes

2019

2⁽²⁾

AC

CHCC

•   Retired CEO

•   Financial Expertise; Audit/Financial Reporting

•   Human Capital

Clayton Rose, 66

Baker Foundation Professor of Management Practice,

Harvard Business School

Yes

2018⁽³⁾

None

CHCC

ERC (C)

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

•   Risk Expert

•   Public Policy

Michael White, 73

Former Chairman, President, and CEO, DIRECTV

Yes

2016

None

AC

CGC (C)

•   Public Company Board Leadership

•   Retired CEO

•   Strategic Planning; Global Operations

Thomas Woods, 72

Former Vice Chairman and SEVP, CIBC

Yes

2016

None

CGC

ERC

•   Financial Services Experience

•   Risk Management

•   Financial Expertise; Audit/Financial Reporting

Maria Zuber, 66

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

Yes

2017

1

CGC

ERC

•   Cybersecurity, Technology, and Information Security

•   Risk Management

•   Strategic Planning

(1) Age as of annual meeting date.

(2) This information reflects Ms. Ramos’s service on the board of Phillips 66. Ms. Ramos has announced her intent not to stand for reelection to the Phillips 66 board at its 2025 annual meeting of shareholders.

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

AC = Audit Committee

CGC = Corporate Governance Committee

CHCC = Compensation and Human Capital Committee

ERC = Enterprise Risk Committee

6

Proposal 1: Electing directors

seeks directors whose complementary knowledge, experience, and skills provide a broad range of perspectives and leadership expertise in areas important to our company’s strategy and oversight

assesses directors’ age and tenure to provide for continuity in the boardroom and to achieve a balance between the perspectives of newer directors and those of longer-serving directors

evaluates whether directors are able to devote the time necessary to discharge their duties

LIMITS ON PUBLIC COMPANY

BOARD SERVICE

The Committee assesses directors’ time commitment to the Board throughout the year, including through the annual formal self-evaluation process and prior to the annual renomination of currently serving directors. Under our Corporate Governance Guidelines, directors are expected to seek Committee approval prior to joining the board of another public company and directors who change principal occupations must offer to resign from the Board, subject to further evaluation by the Committee and the Lead Independent Director. In 2024, at the Committee’s recommendation, the Board amended the Corporate Governance Guidelines to provide the Committee with additional information on directors’ time commitments. Pursuant to these updates, directors are expected to seek Committee approval prior to serving on private for-profit company boards and notify the company’s Corporate Secretary before joining the board of any other types of private companies, such as not-for-profit companies, educational institutions, or family trusts.

The Committee regularly reviews and closely monitors external perspectives and trends on the appropriate number of public company boards on which directors may serve, including the proxy voting guidelines of our major shareholders and input from shareholder engagement discussions, voting policies of the major proxy advisory firms, corporate governance guidelines adopted by other public companies, board trends at peers and other significant public companies, and advice from outside advisors.

All directors

4 total

___________

CEO directors 

2 total

PRIVATE COMPANY

BOARD SERVICE

Directors are expected to notify the Corporate Secretary before joining the board of any private company and seek Committee approval prior to joining the board of any private, for-profit company.

All directors and nominees comply with our outside board service policy.

2025 Proxy Statement 

7

Proposal 1: Electing directors

ASSESS

The Corporate Governance Committee regularly reviews the mix of individual directors on our Board to:

•  assess the overall Board composition

•  develop criteria for potential candidates that are additive to overall Board composition

In developing these criteria, the Committee considers, among other things,

•  our company’s strategy and needs

•   our directors’ backgrounds, experiences, skills, expertise, tenure, and age relative to the Board’s retirement age of 75

•  desired attributes and qualifications our Board identifies through its self-evaluation process

IDENTIFY

To drive effective Board renewal and director and Board leadership succession planning, the Committee regularly develops and reviews a pool of potential director candidates.

The Committee engages third-party search firms to identify potential candidates using the factors and criteria identified during the assessment phase.

The Committee:

•  considers and provides feedback on the potential candidates

•  periodically requests updates to the list of potential candidates based on Committee and Board input

The Committee also considers candidates proposed by management and by our shareholders.

EVALUATE

The Committee follows an established process for evaluating director candidates regardless of who recommends the candidate for consideration.

During this process, the Committee reviews information regarding each candidate, including but not limited to, professional qualifications, experiences, skills, expertise, references, backgrounds, and perspectives.

The Committee also reviews the candidate’s:

•  independence and potential conflicts of interest

•  time availability

•  any reputational risk considerations

RECOMMEND

Following Committee evaluation and Board review, the Board recommends director candidates to shareholders for election based on its assessment of which candidates have the experiences, skills, and expertise that, in the context of the Board’s overall composition, are best able to fulfill the Board’s role of providing effective oversight of the company’s business, strategy, and operations.

The composition of our Board reflects the Board’s commitment to identify, evaluate, and nominate candidates who possess personal qualities and a mixture of qualifications, skills, backgrounds, and tenures that, when taken together, are fit for purpose to best serve our company and our shareholders.

In 2024, Ms. Martinez was identified by an external search firm for inclusion in the pool of potential director candidates, and was appointed to the Board in January 2025 following Committee evaluation and nomination.

For 2025, the Board selected our 14 director nominees based on their satisfaction of the core attributes and key considerations described on page 7 and above and the Board’s belief that each can continue making substantial contributions to our Board and company. The Board believes the nominees’ breadth of experience and broad mix of attributes strengthen its independent leadership and effective oversight of management and our long-term strategy.

See “Electing directors” on page 6 and “Our director nominees” on page 9.

8

Proposal 1: Electing directors

2025 Proxy Statement 

9

Proposal 1: Electing directors

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

Age: 73 Director since: August 2012

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.

Sharon L. Allen

Former Chairman, Deloitte LLP (Deloitte)

Committee membership:

Audit Committee (chair)

Corporate Governance Committee

Professional highlights:

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

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

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

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

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

Other leadership experience and service:

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

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

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

Other U.S.-listed company boards:

•  Albertsons Companies, Inc.

•  First Solar, Inc. (past five years)

10

Proposal 1: Electing directors

Age: 62 Director since: September 2022

Mr. Almeida is a former chief executive officer and public company director with experience leading large, global companies subject to regulatory oversight. His service as a board member for global companies in a variety of industries also brings additional perspective to our Board.

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

José (Joe) E. Almeida

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

Committee membership:

Audit Committee

Compensation and Human Capital Committee

Professional highlights:

•  Former Chairman of the Board, President and CEO of Baxter, a global medtech leader, from 2016 to February 2025. Began serving as an executive officer of Baxter in October 2015

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

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

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

•  Served on the Boards of Directors of: Baxter; Walgreens Boots Alliance, Inc., including on its Compensation Committee; State Street Corporation, including on its Executive Compensation Committee; Analog Devices, Inc.; and EMC Corporation

•  Served on the Board of Trustees of Partners in Health

Other leadership experience and service:

•  Serves on the Board of Trustees of Northwestern University

Other U.S.-listed company boards:

•  Baxter (past five years)

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

2025 Proxy Statement 

11

Proposal 1: Electing directors

Age: 74 Director since: July 2013

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

Pierre J.P. de Weck

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

Committee membership:

Compensation and Human Capital Committee

Enterprise Risk Committee

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

•  Member of the Board of Directors of 360 ONE WAM Limited, a company listed on the National Stock Exchange of India and the BSE

Other U.S.-listed company boards:

•  N/A

12

Proposal 1: Electing directors

Age: 70 Director since: January 2013

Mr. Donald has more than three decades of strategic planning, global operations, and risk management experience in regulated, consumer, retail, and distribution businesses.

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

Arnold W. Donald

Former President and Chief Executive Officer, Carnival Corporation and Carnival plc (Carnival);
Incoming Lead Independent Director, Salesforce, Inc. (Salesforce)

Committee membership:

Audit Committee

Compensation and Human Capital Committee

Professional highlights:

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

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

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

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

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

•  Member of the Board of Directors of GE Vernova, Chair of its Compensation and Human Capital Committee and member of its Nominating and Governance Committee

•  Member of the Board of Directors of MP Materials Corp. and its Compensation Committee

•  Incoming Lead Independent Director of Salesforce, Inc., member of its Audit & Finance and Nominating & Corporate Governance Committees

•  Served as a member of the Board of Directors of Carnival and its Executive Committee

Other leadership experience and service:

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

Other U.S.-listed company boards:

•  GE Vernova

•  MP Materials Corp.

•  Salesforce, Inc.

•  Carnival (past five years)

2025 Proxy Statement 

13

Proposal 1: Electing directors

Age: 74 Director since: August 2012

Ms. Hudson has extensive executive leadership experience, with a focus on risk management.

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

Linda P. Hudson

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

Committee membership:

Corporate Governance Committee

Enterprise Risk Committee

Professional highlights:

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

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

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

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

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

•  Member of the Board of Directors of Trane Technologies plc and its Human Resources and Compensation Committee and its Sustainability, Corporate Governance & Nominating Committee; and Chair of its Technology and Innovation Committee

•  Served as a member of the Board of Directors of TPI Composites, Inc. and its Nominating and Corporate Governance Committee and Technology Committee

Other leadership experience and service:

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

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

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

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

•  Member of the Board of Directors of Shands Teaching Hospital and Clinics, Inc., the healthcare system affiliated with the University of Florida College of Medicine

•  Member of the Board of Directors of University of Florida’s Gator Boosters, Inc.

Other U.S.-listed company boards:

•  Trane Technologies plc (formerly Ingersoll-Rand plc)

•  TPI Composites, Inc. (past five years)

14

Proposal 1: Electing directors

Age: 68 Director since: April 2006

Ms. Lozano brings a broad range of leadership experience in the public and private sectors through her active participation in public service and her service as chief executive officer and as a public company director. She also brings a track record as a champion for talent, inclusion, and opportunity.

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

Monica C. Lozano

Former Chief Executive Officer, College Futures Foundation

Former Chairman, US Hispanic Media Inc.

Committee membership:

Compensation and Human Capital Committee (chair)

Enterprise Risk Committee

Professional highlights:

•  Served as Chief Executive Officer of College Futures Foundation, from December 2017 to July 2022 and a member of the Board of Directors, from December 2019 to July 2022

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

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

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

•  Strategic advisor to multiple media companies

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

•  Member of the Board of Directors of Target and its Governance & Sustainability Committee, Chair of its Compensation & Human Capital Management Committee, and former Lead Independent Director

Other leadership experience and service:

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

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

•  Served on COMEXUS, a binational commission dedicated to strengthening ties between the two countries through business, education, and cultural collaboration

•  Member of the Board of Directors of the Weingart Foundation

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

Other U.S.-listed company boards:

•  Apple Inc.

•  Target Corporation

2025 Proxy Statement 

15

Proposal 1: Electing directors

Age: 67 Director since: January 2025

Ms. Martinez brings extensive technology, risk management, and strategic planning experience for global businesses to our Board.

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

Maria N. Martinez

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

Committee membership:

Corporate Governance Committee

Enterprise Risk Committee

Professional highlights:

•  Served as Executive Vice President and Chief Operating Officer from 2021 to 2024, and as Executive Vice President and Chief Customer Experience Officer from 2018 until 2021 at Cisco Systems, Inc., a multinational digital communications technology company

•  Served in a variety of senior executive roles at Salesforce, Inc. between 2010 and 2018, including: President, Global Customer Success and Latin America; President, Sales and Customer Success; Executive Vice President and Chief Growth Officer; and Executive Vice President, Customers for Life

•  Managed the Global Services business for Microsoft Corporation, including professional services and customer support for all products during her tenure there from 2003 to 2007

•  Member of the Board of Directors of McKesson Corporation and its Compliance Committee and Chair of its Governance and Sustainability Committee

•  Member of the Board of Directors of Tyson Foods, Inc. and its Governance and Nominating Committee and Strategy and Acquisitions Committee

•  Served as a member of the Board of Directors of Cue Health Inc. and its Audit and Compensation Committees and Chair of its Nominating and Governance Committee

Other leadership experience and service:

•  Former member of the Board of Trustees of the Computer History Museum

•  Former member of the Board of Trustees of Silicon Valley Education Foundation

Other U.S.-listed company boards:

•  McKesson Corporation

•  Tyson Foods, Inc.

•  Cue Health Inc. (past five years)

16

Proposal 1: Electing directors

Age: 65 Director since: January 2010

As our Chief Executive Officer, Mr. Moynihan leads a team of more than 200,000 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.

Brian T. Moynihan

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

Committee membership:

Attends meetings of all of the Board committees

Professional highlights:

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

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

•  Member (and prior Chair) of Financial Services Forum

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

•  Member of Business Roundtable

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

•  Past Chair of the Board of The U.S. Council on Competitiveness

•  Chair of the Sustainable Markets Initiative

Other leadership experience and service:

•  Chancellor (Chair) and current member of Board of Fellows of Brown University

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

•  Member of Charlotte Executive Leadership Council

•  Chair of Massachusetts Competitive Partnership

Other U.S.-listed company boards:

•  N/A

2025 Proxy Statement 

17

Proposal 1: Electing directors

Age: 70 Director since: January 2013

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

Lionel L. Nowell III

Lead Independent Director, Bank of America Corporation

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

Committee membership:

Attends meetings of all of the Board committees

Professional highlights:

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

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

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

•  As our Board’s Lead Independent Director, Mr. Nowell has an extensive set of responsibilities that brings him into frequent communications with our primary regulators, institutional shareholders, other stakeholders, and our employees and customers. See page 26

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

•  Member of the Board of Directors of Textron Inc. and Chair of its Audit Committee

•  Served as a member of the Board of Directors of American Electric Power Company, Inc., from July 2004 to April 2020; Chair of its Audit Committee and as a member of its Directors and Corporate Governance, Policy, Executive, and Finance Committees

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

Other leadership experience and service:

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

Other U.S.-listed company boards:

•  Ecolab Inc.

•  Textron Inc.

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

18

Proposal 1: Electing directors

Age: 68 Director since: July 2019

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 Phillips 66 and RTX Corporation, Ms. Ramos brings board-level insights into issues facing complex, regulated global public companies and oversight experience in finance, audit, corporate governance, public policy, and sustainability.

Denise L. Ramos

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

Committee membership:

Audit Committee

Compensation and Human Capital Committee

Professional highlights:

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

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

•  Served in various roles at Yum! Brands Inc., an American 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 more than 20 years in a number of finance positions

•  Member of the Board of Directors of Phillips 66 and its Human Resources and Compensation Committee and Public Policy and Sustainability Committee

•  Member of the Board of Directors of RTX Corporation and its Audit Committee and Governance and Public Policy Committee

Other U.S.-listed company boards:

•  Phillips 66 (through May 2025)⁽¹⁾

•  RTX Corporation

Ms. Ramos has announced her intent not to stand for reelection to the board of Phillips 66 at its 2025 annual meeting of shareholders.

2025 Proxy Statement 

19

Proposal 1: Electing directors

Age: 66 Director since: October 2018

Dr. Rose is an executive leader in academics and the private sector who brings risk management experience, public policy and social thought leadership, broad global financial services industry knowledge, and strategic planning experience to our Board.

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

Clayton S. Rose

Baker Foundation Professor of Management Practice, Harvard Business School

Committee membership:

Compensation and Human Capital Committee

Enterprise Risk Committee (chair)

Professional highlights:

•  Baker Foundation Professor of Management Practice at Harvard Business School

•  Former President of Bowdoin College

•  Served as a professor at Harvard Business School prior to his appointment as President of Bowdoin College

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

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

Other leadership experience and service:

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

•  Member of the Board of Directors of Pew Charitable Trusts

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

Other U.S.-listed company boards:

•  N/A

20

Proposal 1: Electing directors

Age: 73 Director since: June 2016

Mr. White is a seasoned executive and public company director with experience leading 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.

Michael D. White

Former Chairman, President, and Chief Executive Officer, DIRECTV

Committee membership:

Audit Committee

Corporate Governance Committee (chair)

Professional highlights:

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

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

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

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

•  Served as Lead Director of the Board of Directors of Kimberly-Clark Corporation; and Chair of its Executive Committee

•  Served as a member of the Board of Directors of Whirlpool Corporation; Chair of its Audit Committee; and a member of its Corporate Governance and Nominating Committee

Other leadership experience and service:

•  Vice Chair of The Partnership to End Addiction

Other U.S.-listed company boards:

•  Kimberly-Clark Corporation (past five years)

•  Whirlpool Corporation (past five years)

2025 Proxy Statement 

21

Proposal 1: Electing directors

Age: 72 Director since: April 2016

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. He brings international perspective, including to our European subsidiaries through his service on the Boards of Directors of Merrill Lynch International (MLI), our U.K. broker-dealer subsidiary, and BofA Securities Europe S.A. (BofASE), our French broker-dealer subsidiary.

Thomas D. Woods

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

Committee membership:

Corporate Governance Committee

Enterprise Risk Committee

Professional highlights:

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

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

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

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

•  Member of the Board of Directors of MLI; Chair of its Risk Committee; and member of its Governance Committee

•  Member of the Board of Directors of BofASE

Other leadership experience and service:

•  Chair of Board of Directors of Institute of Corporate Directors (Institut des Administrateurs de Sociétés)

•  On the advisory committee of Cordiant Capital Inc., a global infrastructure and real assets manager

•  Member of the University of Toronto College of Electors and of the Boards of Directors of Catholic Health Sponsors of Ontario and St. Michael’s Hospital Foundation

•  Former member of the Board of Directors of Alberta Investment Management Corporation, a Canadian institutional investment fund manager from 2015 to 2024; of the Board of Directors of Jarislowsky Fraser Limited, a global investment management firm, from 2016 to 2018; of the Boards of Directors of DBRS Limited and DBRS, Inc., an international credit rating agency, from 2015 to 2016; and of the Board of Directors of TMX Group Inc., a Canada-based financial services company, from 2012 to 2014

Other U.S.-listed company boards:

•  N/A

22

Proposal 1: Electing directors

Age: 66 Director since: December 2017

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

Maria T. Zuber

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

Committee membership:

Corporate Governance Committee

Enterprise Risk Committee

Professional highlights:

•  Presidential Advisor for Science and Technology Policy at MIT, a leading research institution, since 2023, where she tracks trends and seizes opportunities to inform and advance state and federal science and technology policy and provides strategic direction to campus labs, centers, and initiatives connected to defense or national security and represents MIT with external stakeholders

•  Served as Vice President for Research at MIT, from 2013 to 2024, where she oversaw MIT Lincoln Laboratory and more than a dozen interdisciplinary research laboratories and centers and led the development of MIT’s initial Climate Action Plan

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

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

•  Member of the Board of Directors of Textron Inc. and Chair of its Nominating and Corporate Governance Committee

Other leadership experience and service:

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

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

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

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

•  Board of Trustees of Brown University

Other U.S.-listed company boards:

•  Textron Inc.

Accordingly, our Board recommends a vote “FOR” each of the 14 nominees listed above

for election as a director (Proposal 1).

2025 Proxy Statement 

23

Corporate governance

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

Our Risk Framework and management’s identification, measurement, monitoring, and control of our company’s key risks: strategic, credit, market, liquidity, operational (including third-party, model, conduct, technology, information security, and data risks), compliance (including financial crimes compliance risk), reputational, and other risks that span multiple key risk types

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, the integrity of our consolidated financial statements, and compliance by our company with legal and regulatory requirements

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

Evaluating the Board’s composition, leadership structure, and succession planning, including identifying and evaluating director candidates, and nominating qualified individuals for election to our Board, and approving succession plans for our Board’s Chair and Lead Independent Director

Reviewing and monitoring succession plans for our CEO and other key executives to promote senior management continuity

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

Reviewing our activities for driving Responsible Growth, including how we share success with our communities, our human capital management policies and practices to be a great place to work, and Operational Excellence

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, 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, Ms. Martinez, 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.

24

Corporate governance

Regular reviews of our Board leadership structure and governance practices, taking into account contemporaneous shareholder and stakeholder perspectives;

A robust, well-defined, and transparent Lead Independent Director structure that applies when our Chair is not an independent director and empowers the Lead Independent Director with extensive authority and responsibilities. The Lead Independent Director’s comprehensive authority and responsibilities are formalized in our Corporate Governance Guidelines and regularly reviewed. They give our Lead Independent Director significant authority with respect to the operation and functioning of the Board as well as direct engagement with stakeholders;

Active leadership, involvement, and influence by the Lead Independent Director. The Lead Independent Director regularly convenes and presides over executive sessions of our independent directors outside the presence of management and our CEO, and develops topics for discussion during these closed sessions. In addition, the Lead Independent Director speaks individually with each Board member at least quarterly, meets with our CEO at least monthly and with other members of management regularly, has regular calls with our primary bank regulators, and plays a central role in overseeing and participating in shareholder engagement efforts;

A Board composed of experienced and skilled directors, all of whom stand for election annually and all of whom are independent aside from the CEO. Each standing committee of the Board is presided over by an independent chair and is composed entirely of independent directors. Under this approach, independent directors are empowered and entrusted with oversight of critical issues that are within the purview of these committees; and

A robust Board and committee formal self-evaluation process and thoughtful director succession practices as described on pages 27 to 28 and 7 to 8, respectively, of this proxy statement.

2025 Proxy Statement 

25

Corporate governance

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

•   Providing Board leadership if the CEO Chair’s role may be (or may be perceived to be) in conflict

•   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

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

•   Working with our Corporate Governance 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, (i) planning, reviewing, and approving meeting agendas for our Board, and (ii) approving meeting schedules to provide 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

•   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

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

•   Consulting with our Corporate Governance Committee on our Board’s annual formal self-evaluation

•   Providing guidance on the ongoing development of directors

•   With our Corporate Governance Committee and the CEO, consulting in the identification and evaluation of director candidates’ qualifications (including candidates recommended by directors, management, third-party search firms, and 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

Shareholders

•   Plays a leading role in our shareholder engagement process, representing our Board and independent directors in investor meetings and providing information from those investor meetings directly to our Board. See “Shareholder engagement” on page 36

•   Holds calls with our primary bank regulators to discuss any issues of concern, and attends conferences provided by our primary bank regulators with directors of other large financial institutions to discuss industry issues

•   Regularly speaks with our Chair and CEO; holding calls at least monthly to discuss Board meeting agendas and discussion topics, schedules, and other Board governance matters

•   Speaks individually with each Board member at least quarterly to receive input on Board agendas, Board effectiveness, Board planning matters, and other related topics of management oversight

•   Attends meetings of all Board committees

Management

•   Meets regularly with other management members, including our Chief People Officer and our Chief Risk Officer

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

26

Corporate governance

Year-round evaluation

ONE-ON-ONE DISCUSSIONS WITH LEAD INDEPENDENT DIRECTOR

Our Lead Independent Director speaks individually with each independent Board member at least quarterly and receives input regarding Board and committee practices and management oversight.

DIRECT INPUT TO COMMITTEE CHAIRS AND MANAGEMENT

Throughout the year, directors have regular opportunities to provide input directly to committee chairs and to management on meeting process enhancements, resources, and agenda topics for Board and committee meetings and strategic planning sessions.

EXECUTIVE SESSIONS

The Board and each committee meet regularly in executive sessions without management present.

Annual self-evaluation

DETERMINE FOCUS AREAS, SCOPE, AND FORMAT

The formal self-evaluation may be in the form of written and/or oral questionnaires administered by Board members, management, or third parties. Our Corporate Governance Committee reviews industry trends, practices of peers, investors’ views, and regulatory developments related to board and committee self-assessments to determine the appropriate scope and format for soliciting feedback. Areas of focus for the self-evaluation are examined annually based on the then-current operating environment, input from the company’s shareholder engagement process, areas of focus from prior years’ self-evaluations, and regulatory requirements. In 2024, the formal annual self-evaluation consisted of a written questionnaire and, as discussed on the next page, leveraged research that identified a broad set of characteristics frequently identified with highly effective boards.

CONDUCT EVALUATION

Members of our Board and each of its committees participate in the formal evaluation process. In 2024, each responded to a questionnaire that included a mix of questions soliciting ratings and written input to elicit information to be used in improving Board and committee effectiveness.

REVIEW RESULTS

The Board and each committee review the results in executive session without management present. In 2024, the results incorporated aggregated data, including average ratings for rated questions, consolidated written responses, and trend data showing changes in ratings year-over-year for each of the five board effectiveness categories on the next page and for those questions that are the same or similar to prior years. Results are shared with management, as appropriate, to assist the Board and its committees in making enhancements to address any opportunities identified.

RESPOND TO DIRECTOR INPUT

In response to input from the multi-faceted evaluation process, our Lead Independent Director, committee chairs, and other directors work with management to take concrete steps to improve practices, processes, and procedures to enhance the Board’s and committees’ effectiveness. Key actions taken in response to the 2024 self-evaluation results are described on the next page.

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Corporate governance

Composition. Our Board identifies qualities, relevant skills, and experiences of potential director candidates that are consistent with the company’s current strategy and Responsible Growth, and that allow the Board to effectively perform its risk oversight responsibilities. Our Board also assesses its optimal size.

Board culture. Our Board considers its role in setting the standard for the company’s culture and values, including by evaluating interactions among directors and with members of management. Directors assess how the Board’s culture encourages candor and participation by all directors. Directors also assess how they interact with management, including the ability to communicate expectations and concerns to management.

Focus. Our Board and committees consider their effectiveness in performing key oversight responsibilities in a number of areas, including the company’s culture and values, strategy, risk, Responsible Growth, and management talent and succession planning. They evaluate the time spent in these areas and provide input on additional information and resources desired to support their oversight responsibilities. Directors also regularly reassess their oversight focus by engaging in dialogue with management, soliciting input from shareholders and other stakeholders, and receiving third-party perspectives on the competitive environment, opportunities for growth, macroeconomic trends, and geopolitics.

Process. Directors review overall Board and committee structure, the allocation of meeting time, cadence of meetings, and other meeting processes. Directors also provide input on process enhancements to allow ample time during meetings for discussion, debate, and in-depth review of strategic topics.

Information and resources. Our Board and committees assess the quality of meeting materials and presentations and the overall 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.

Composition

Board culture

Focus

Provided deep dives during the Board’s strategic planning session and other Board meetings on topics requested by directors, including key competitor analysis and artificial intelligence. Management also provided one-on-one meetings with directors to discuss regulatory matters. Also provided additional presentation and training on environmental issues including a standalone Board information session on sustainability, which included discussion of our climate strategy, reporting, and sustainable finance goals.

Enhanced discussion of risk topics identified by directors during Board and Enterprise Risk Committee meetings, including regular reviews of climate risk and technology and cybersecurity risks.

Process

Adapted Board and committee meeting processes and practices to enhance opportunities for engagement and discussion, including by increasing the number and length of executive sessions, reducing the number of management present during meetings, and expanding the use of video conferencing when meetings are not held in person.

Modified Board and committee meetings and agendas to prioritize strategic topics and provide ample time for questions and comments.

Information

and resources

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Corporate governance

The number of formal Board meetings reflected includes the Board’s standalone risk oversight meetings. In addition to the number of formal meetings reflected, from time to time, the Board also held informational sessions.

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