Bank of America Corporation Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay versus performance table

The company’s compensation philosophy is to pay for performance over the long- and short-term taking into consideration a range of factors, including both financial and

non-financial

performance measures. Our

pay-for-performance

approach bases compensation on actual results and how those results were achieved. We align executive and shareholder interests through a compensation program providing a mix of salary, incentives, and benefits paid over time, including deferred equity-based awards. Review our “Compensation discussion and analysis” on page 53 for more information on executive compensation considerations and decisions for our named executive officers. Page 65 of the “Compensation discussion and analysis” includes 2023 compensation decisions for our named executive officers; these decisions are different than those reflected in the table below which are calculated under prescribed SEC rules.

The table below shows the following information for the past four fiscal years: (i) “total” compensation for our named executive officers (NEOs) for purposes of the “Summary compensation table”; (ii) the “Compensation actually paid” to named executive officers (calculated using rules required by the SEC); (iii) our total shareholder return (TSR); (iv) the TSR of the KBW Bank Index; (v) our net income; and (vi) our revenue (which is our “company-selected performance measure”). “Compensation actually paid” does not represent the value of cash and shares of the company’s common stock received by named executive officers during the year, but rather is an amount calculated under SEC rules and includes, among other things, year-over-year changes in the value of unvested equity-based awards. As a result of the calculation methodology required by the SEC, “Compensation actually paid” amounts below differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation discussion and analysis” section above.

2023 Pay versus performance table


Year	“Summary compensation table” total for CEO (1) ($)		Compensation actually paid to CEO (2) ($)		Average “Summary compensation table” total for non-CEO NEOs (1) ($)		Average compensation actually paid to non-CEO NEOs (2) ($)		Company TSR (3) ($)		Peer group TSR (3) ($)		Net income ($ in millions)		Revenue ($ in millions) (4)
2023		28,571,192		32,139,080		14,135,415		15,797,000		106		97		26,515		98,581
2022		30,177,503		11,009,642		18,641,262		11,731,112		101		98		27,528		94,950
2021		23,729,169		49,888,896		16,930,383		29,568,322		132		124		31,978		89,113
2020		25,940,571		15,682,323		13,670,189		10,636,899		88		90		17,894		85,528

(1)	The CEO for each year reported was Brian T. Moynihan. The other named executive officers, or Non-CEO NEOs, for each year reported are as follows:

•

2023: Alastair M. Borthwick; Dean C. Athanasia; James P. DeMare; and Matthew M. Koder

•

2022: Alastair M. Borthwick; Dean C. Athanasia; Paul M. Donofrio; and Geoffrey S. Greener

•

2021: Alastair M. Borthwick; Paul M. Donofrio; James P. DeMare; Matthew M. Koder; and Thomas K. Montag

•

2020: Paul M. Donofrio; Dean C. Athanasia; Geoffrey S. Greener; and Thomas K. Montag

(2)

SEC rules require certain adjustments be made to the “Summary compensation table” totals to determine “compensation actually paid” as reported in the “Pay versus performance table” above. For purposes of the pension valuation adjustments shown below, there was no pension service or prior service cost. In addition, for purposes of the equity award adjustments shown below, no equity awards were canceled due to a failure to meet vesting conditions. The following table details the applicable adjustments that were made to determine “compensation actually paid” (all amounts are averages for the named executive officers other than the CEO) for 2023. See the “Pay versus performance table” on page 80 in the 2023 proxy statement for the adjustments made to determine “compensation actually paid” for prior years:


Year	Executive(s)	“Summary compensation table” total ($)	Pension valuation adjustments	Equity award adjustments
Year	Executive(s)	“Summary compensation table” total ($)	Deduct change in pension value ($)	Deduct grant date value of stock awards granted in the year ($)	Add year-end value of unvested equity awards granted in year ($)	Change in value of unvested equity awards granted in prior years ($)	Change in value of equity awards granted in prior years which vested in year ($)	Change in value of equity awards granted and vested in year ($)	Add dividends & interest accrued ($)
2023	CEO	28,571,192	(955,726)	(25,728,076)	17,961,221	2,578,294	2,485,188	5,792,154	1,434,833
	Non-CEO NEOs	14,135,415	(23,101)	(8,493,358)	8,206,404	903,469	372,788	0	695,384

(3)	TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents TSR of the KBW Bank Index.

(4)	Represents total revenue, net of interest expense.

Company Selected Measure Name

revenue

Named Executive Officers, Footnote

(1)	The CEO for each year reported was Brian T. Moynihan. The other named executive officers, or Non-CEO NEOs, for each year reported are as follows:

•

2023: Alastair M. Borthwick; Dean C. Athanasia; James P. DeMare; and Matthew M. Koder

•

2022: Alastair M. Borthwick; Dean C. Athanasia; Paul M. Donofrio; and Geoffrey S. Greener

•

2021: Alastair M. Borthwick; Paul M. Donofrio; James P. DeMare; Matthew M. Koder; and Thomas K. Montag

•

2020: Paul M. Donofrio; Dean C. Athanasia; Geoffrey S. Greener; and Thomas K. Montag

Peer Group Issuers, Footnote

TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019. The peer group TSR represents TSR of the KBW Bank Index.

PEO Total Compensation Amount

$ 28,571,192

$ 30,177,503

$ 23,729,169

$ 25,940,571

PEO Actually Paid Compensation Amount

$ 32,139,080

11,009,642

49,888,896

15,682,323

Adjustment To PEO Compensation, Footnote

(2)


Year	Executive(s)	“Summary compensation table” total ($)	Pension valuation adjustments	Equity award adjustments
Year	Executive(s)	“Summary compensation table” total ($)	Deduct change in pension value ($)	Deduct grant date value of stock awards granted in the year ($)	Add year-end value of unvested equity awards granted in year ($)	Change in value of unvested equity awards granted in prior years ($)	Change in value of equity awards granted in prior years which vested in year ($)	Change in value of equity awards granted and vested in year ($)	Add dividends & interest accrued ($)
2023	CEO	28,571,192	(955,726)	(25,728,076)	17,961,221	2,578,294	2,485,188	5,792,154	1,434,833
	Non-CEO NEOs	14,135,415	(23,101)	(8,493,358)	8,206,404	903,469	372,788	0	695,384

Non-PEO NEO Average Total Compensation Amount

$ 14,135,415

18,641,262

16,930,383

13,670,189

Non-PEO NEO Average Compensation Actually Paid Amount

$ 15,797,000

11,731,112

29,568,322

10,636,899

Adjustment to Non-PEO NEO Compensation Footnote

(2)


Year	Executive(s)	“Summary compensation table” total ($)	Pension valuation adjustments	Equity award adjustments
Year	Executive(s)	“Summary compensation table” total ($)	Deduct change in pension value ($)	Deduct grant date value of stock awards granted in the year ($)	Add year-end value of unvested equity awards granted in year ($)	Change in value of unvested equity awards granted in prior years ($)	Change in value of equity awards granted in prior years which vested in year ($)	Change in value of equity awards granted and vested in year ($)	Add dividends & interest accrued ($)
2023	CEO	28,571,192	(955,726)	(25,728,076)	17,961,221	2,578,294	2,485,188	5,792,154	1,434,833
	Non-CEO NEOs	14,135,415	(23,101)	(8,493,358)	8,206,404	903,469	372,788	0	695,384

Compensation Actually Paid vs. Total Shareholder Return

The chart below highlights the alignment between “compensation actually paid” to our named executive officers and our TSR performance and net income for the past four fiscal years.

Compensation Actually Paid vs. Net Income

The chart below highlights the alignment between “compensation actually paid” to our named executive officers and our TSR performance and net income for the past four fiscal years.