BANK OF AMERICA CORP DE
For the period ended Apr 24, 2024. Filed Mar 11, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 24, 2024 · Filed Mar 11, 2024
Contents
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 | “Summarycompensationtable” totalfor CEO(1)($) | Compensationactually paidto CEO(2)($) | Average“Summarycompensationtable” total fornon-CEO NEOs(1)($) | Averagecompensationactually paid tonon-CEO NEOs(2)($) | CompanyTSR(3)($) | Peer groupTSR(3)($) | Netincome($ inmillions) | Revenue($ inmillions)(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) · “Summarycompensationtable” total($) · Pension valuationadjustments · Equity award adjustments | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Deduct change inpension value($) · Deduct grant date value of stock awards granted in the year ($) · Add year-endvalue ofunvestedequity awardsgranted inyear($) · Change in valueof unvestedequity awardsgranted in prioryears($) · Change in valueof equityawards grantedin prior yearswhich vested inyear($) · Change in valueof equityawards grantedand vested inyear($) · Add dividends & interest accrued ($) | |||||||||
| 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. |
Relationship between “compensation actually paid” and performance measures
Consistent with Responsible Growth and as described in our “Compensation discussion and analysis” on page 53, our Compensation and Human Capital Committee determines NEO compensation based on a review of company and line of business performance as well as each NEO’s individual performance. In addition, our Board’s independent directors collectively approve our CEO’s compensation. Bank of America’s performance framework and pay for NEOs are aligned to the four tenets of Responsible Growth and reward our executives commensurate with our performance.
| 86 | BANK OF AMERICA |
Table of Contents
Pay versus performance table
Specifically, the “Pay versus performance table” above and chart below illustrate the following:
| • | A majority of our executives’ variable pay is delivered as deferred equity-based awards. As a result, CEO and average Non-CEO NEO “compensation actually paid” each year increased when our TSR increased and correlates with our TSR performance and shareholder value creation over the applicable measurement periods. |
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| • | Bank of America’s cumulative TSR exceeded the TSR of the KBW Bank Index for the four-year measurement period, which reflects our executives’ successful execution of Responsible Growth. |
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| • | As discussed in the “Compensation discussion and analysis”, the Compensation and Human Capital Committee and Board consider a range of measures, including net income and revenue, in making annual awards. Accordingly, increases in net income and revenue generally have a positive impact on CEO and average Non-CEO NEO “compensation actually paid,” although the effect may be delayed due to the timing disconnect between performance year decisions and inclusion in “compensation actually paid.” Because the Committee and Board made the majority of such awards as deferred equity-based awards, changes in our TSR also impacted “compensation actually paid.” |
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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.
| Performance Measures | Other Considerations |
|---|---|
| Net Income Revenue Total Shareholder Return Return on Assets Tangible Book Value* | In addition to the performance measures listed here, the Committee considers a range of factors in determining compensation aligned with the tenets of Responsible Growth based on (i) growing and winning in the market; (ii) growing with our customer-focused strategy; (iii) growing within our Risk Framework; and (iv) growing in a sustainable manner. For additional information regarding our NEOs’ 2023 performance and the role the performance measures play in our compensation program, see “Individual performance and pay rationale highlights” beginning on page 62 and “Performance evaluation and pay decision process” on page 58. |
| * | Tangible book value per common share represents ending tangible common shareholders’ equity divided by ending common shares outstanding. |
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| 2024 PROXY STATEMENT | 87 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.