BANK OF AMERICA CORP /DE/
For the period ended May 4, 2026. Filed Mar 23, 2026.
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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.
May 4, 2026 · Filed Mar 23, 2026
Contents
Executive compensation program features
- Executive compensation program features
a. Executive pay components & variable pay mix
Our Compensation and Human Capital Committee determines the pay for our NEOs for each performance year. Ourpay-for-performance structure is designed to emphasize variable pay and help motivate our executives to deliver sustained shareholder value and Responsible Growth.
Consistent with prior years, restricted stock units are divided into the following components, which are unchanged from performance year 2024: annual cash-settled (CEO only), time-based, and performance-based. Certain of the time-based restricted stock units for NEOs other than Mr. Moynihan are cash-settled, as described below. The following charts provide an overview of the 2025 pay components and 2025 variable pay mix for our NEOs, including the vesting, performance, and settlement standards that provide a multi-year look back on 2025 achievements.
| Performance Year 2025 Pay Components | |
| Cash Pay Components | |
| Description | How it pays |
| Base Salary • Determined based on job scope, experience, and market comparable positions; provides fixed pay to attract and retain executives and balance risk-taking | • Semi-monthly cash payment through 2025 |
| Annual cash incentive—except CEO • Provides short-term variable pay for the performance year for non-CEO executives | • Single cash payment in February 2026 |
| Restricted Stock Unit Pay Components | |
| Description | How it pays |
| Annual cash-settled restricted stock units (CRSUs)—CEO only | |
| • Track stock price performance over 1-year vesting period • Vest in 12 equal installments from March 2026 – February 2027 | • Granted in February 2026 • Cash-settled upon vesting |
| Performance restricted stock units (PRSUs) | |
| • Vest based on future achievement of specific tax-normalized return on assets (ROA) and growth in adjusted tangible book value (TBV) standards over 3-year performance period • Track company and stock price performance • Encourage sustained earnings during the performance period; future adverse performance below these standards will decrease the amount paid | • Granted in February 2026 • If performance standards are achieved, grants will be earned at the end of the performance period (2028) • 150% is the maximum that can be earned; upside opportunity reinforces the company’s focus on long-term Responsible Growth • If both threshold standards are not achieved, the entire award is forfeited • Share-settled to the extent earned |
| See “Results for performance restricted stock units” on page 58 for the vesting and value of prior awards | |
| Time-based restricted stock units (TRSUs) | |
| • Track stock price performance over 4-year vesting period • Align with sustained longer-term stock price performance | • Granted in February 2026 • Vests in four annual installments beginning in February 2027 • 100% share-settled upon vesting for our CEO • 50% share-settled and 50% cash-settled upon vesting for other NEOs |
Performance Year 2025 Variable Pay Mix
A majority of variable pay is delivered as equity-based awards that reflect the balance between short-term and long-term results. • The charts to the right illustrate the variable pay mix for our CEO and other NEOs.
Stock Retention Requirements
50% of net after-tax shares received from equity-based awards are retained until one year after retirement for our CEO • 50% of net after-tax shares received from equity-based awards are retained until retirement for other executive officers
| 54 | Bank of America |
Compensation discussion and analysis
b. 2025 Performance year performance restricted stock units
| PRSUs granted in February 2026 (based on 2025 performance) require the company to meet average ROA and average adjusted TBV growth standards (tax-normalized and each metric equally weighted at 50%) over a three-year performance period from 2026-2028 with a 150% maximum that can be earned (up from 100% maximum for February 2025 PRSU grants). Our performance metrics remain aligned with our consistent business strategy of Responsible Growth. ROA promotes efficient use of the balance sheet, an accountability placed on executives since the inception of the PRSU program, and complements adjusted TBV growth, which promotes efficient use of capital. Based on the Board’s ongoing evaluation and in consideration of input received from shareholders, the Board increased the performance standards necessary to achieve 100% payout and provided the opportunity to earn up to 150% maximum payout for exceptional future performance, as described in the table below. The increased performance standards and introduction of upside payout opportunity reflect the company’s and Board’s focus on long-term Responsible Growth and the alignment of pay with successful achievement of growth for shareholders, as discussed with our investors during our 2025 Investor Day. Under a hypothetical scenario, if our 2025 full-year average assets of $3.4 trillion remained constant during the performance period, our company would need to earn $92 billion in aggregate net income from 2026-2028 to achieve the PRSU 90 bps ROA standard in order to earn 100% of target and we would need to earn $112 billion in aggregate net income from 2026-2028 to achieve the PRSU 110 bps ROA maximum standard in order to earn 150% payout. On an annualized basis, this equals approximately $31 billion in earnings to earn 100% of target and $37 billion in earnings to earn the maximum 150% payout, which is higher than any reported net income in our history. | Key updates for performance year 2025 PRSUs: • increased the performance standards necessary to achieve 100% payout • provided the opportunity to earn up to 150% maximum payout for exceptional future performance _____________________________ To achieve the new ROA standards: • $92 billion in aggregate 2026-2028 net income required to achieve 90 bps ROA (100% standard) • $112 billion in aggregate 2026-2028 net income required to achieve 110 bps ROA (150% standard) |
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The increase in standards and the maximum payout for PRSUs from 100% to 150% is intended to strengthen the alignment between NEO compensation and shareholder value creation. This design change reflects the following considerations:
| • | Reinforces the company’s focus on growth, pay-for-performance philosophy, and alignment with shareholder interests |
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| • | Consistent with market practice use of upside payout opportunity on performance restricted stock unit awards |
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| • | Maintains robust governance safeguards, including clawback provisions and performance certification by the Compensation and Human Capital Committee |
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| • | No adjustments to PRSU results for the impact of litigation, fines, and penalties or non-tax impairment charges |
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These performance metrics and standards encourage the achievement of sustained shareholder value and Responsible Growth. PRSUs are forfeited if results are below both minimum standards. For any portion of the PRSU standards achieved, payment will be made after the end of the performance period. The performance year 2025 PRSU standards are outlined below:
Note: Any results achieved above 331/3% will be interpolated on a straight-line basis between the two nearest standards.
| (1) | Three-year average ROA (tax-normalized) means the average “return on assets” for the three calendar years in the performance period. For this purpose, “return on assets” will be determined at the conclusion of each year based on the generally accepted accounting principles (GAAP) definition and, to the extent necessary, normalized to exclude the material effects of changes to the Internal Revenue Code of 1986 and related regulations adopted after the first day of the performance period. |
| (2) | Three-year average growth in adjusted TBV means the average year-over-year percentage change in “adjusted tangible book value” for the three calendar years in the performance period. For this purpose, “adjusted tangible book value” for each year will equal our total common shareholders’ equity, less (a) the cumulative impact of any capital actions approved by our company’s Board and completed by our company during the performance period, and less (b) the sum of the carrying value of: (i) goodwill and (ii) intangible assets excluding mortgage servicing rights; adjusted for (iii) deferred tax liabilities directly related to (i) and (ii). Each year-over-year percentage change is measured after the conclusion of each calendar year using the beginning balance as of January 1 and the ending balance as of December 31 of that year and, to the extent necessary, will be normalized to exclude the material effects of changes to the Internal Revenue Code of 1986 and related regulations adopted after the first day of the performance period. |
| 2026 Proxy Statement | 55 |
Compensation discussion and analysis
c. Compensation risk management features
Our Compensation and Human Capital Committee has designed our executive compensation program to encourage
executive
performance consistent with the highest standards of risk management.
i. Pay practices
Highlighted below are the key features of our compensation program for executive officers, including the pay practices we have implemented to drive Responsible Growth, encourage executive retention, promote conduct consistent with our values, and align executive and shareholder interests. We also identify certain pay practices we have not implemented because we believe they do not serve our risk management standards or shareholders’ long-term interests.
| WhatWe Do | Pay for performance and allocate individual awards based on actual results and how results were achieved | ||
|---|---|---|---|
| Use balanced, risk-adjusted performance measures | |||
| Review feedback from independent control functions in performance evaluations and compensation decisions | |||
| Provide appropriate mix of fixed and variable pay to reward company, line of business, and individual performance | |||
| Defer a majority of variable pay as equity-based awards | |||
| Consistent with our fiduciary and regulatory obligations supporting the safety and soundness of our company, the Board applies informed business judgment and a balanced assessment of performance rather than relying solely on predetermined compensation formulas for determining NEO pay | |||
| Apply robust clawback features to all executive officer variable pay | |||
| Require stock ownership and retention to retirement of a significant portion of equity-based awards | |||
| Engage with shareholders on governance and compensation | |||
| Prohibit hedging and speculative trading of company securities | |||
| Grant equity-based awards on a pre-established date to avoid any appearance of coordination with the release of material non-public information | |||
| Prohibit pledging of equity-based awards | |||
| What We Don’t Do | Change in control agreements for executive officers | ||
| Severance agreements for executive officers | |||
| Multi-year guaranteed incentive awards for executive officers | |||
| Severance benefits to our executive officers exceeding two times base salary and bonus without shareholder approval per our policy | |||
| Accrual of additional retirement benefits under any supplemental executive retirement plans | |||
| Excise tax gross-ups upon change in control | |||
| Discounting, reloading, or repricing stock options without shareholder approval | |||
| Single-trigger vesting of equity-based awards upon change in control | |||
| Adjust PRSU results for the impact of litigation, fines, and penalties or non-tax impairment charges | |||
During fiscal year 2025, we did not grant stock option awards to our NEOs. Additionally, we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation for NEO grants.
The “Compensation governance and risk management” discussion beginning on page 31 contains more information about our Compensation Governance Policy and our compensation risk management practices. That section describes our Chief Risk Officer’s review and certification of our incentive compensation programs and our Chief Audit Executive’s risk-based review of our incentive plans. We also describe the extent to which our CEO participates in determining executive officer compensation, and the role of Semler Brossy, the Committee’s independent compensation consultant.
| 56 | Bank of America |
Compensation discussion and analysis
ii. Multiple cancellation & clawback features
Our equity-based awards are subject to three separate and distinct features that can result in the awards being canceled or prior payments being clawed back in the event of certain detrimental conduct or financial losses. These features were designed to encourage appropriate behavior and manage risk in our compensation program.
Our NEOs are subject to all three cancellation and clawback features, which are described below.
| Detrimental conduct cancellation & clawback | Performance-based cancellation | Incentive compensation recoupment policy | |
| Who | • Applies to approximately 20,300 employees who received equity-based awards as part of their 2025 incentive compensation, as well as all recipients of our Sharing Success equity-based awards granted in March 2025 | • Applies to approximately 5,200 employees who are deemed to be “risk takers” and received equity- based awards as part of their 2025 compensation • “Risk takers” defined according to banking regulations and company policies | • Applies to all our executive officers |
|---|---|---|---|
| When | • An employee engages in certain “detrimental conduct,” including: • illegal activity • breach of a fiduciary duty • intentional violation or grossly negligent disregard of our policies, rules, and procedures • trading positions that result in a need for restatement or significant loss • conduct constituting “cause” | • Our company, a line of business, a business unit, or an employee experiences a loss outside of the ordinary course of business and the employee is found to be accountable based on factors such as: • the magnitude of the loss • the decisions that may have led to the loss • the employee’s overall performance | • Our company restates its financial statements |
| What | • All unvested equity awards will be canceled • Any previously vested award may be recouped, depending on the conduct | • All or part of the outstanding award may be canceled | • Any incentive compensation granted, earned, or vested based on the attainment of a financial reporting measure that exceeds the amount that would have been paid after giving effect to the restatement must be recouped as determined by the Board or a Board committee • In addition, if the restatement is caused by an executive officer’s fraud or intentional misconduct, any action necessary to remedy the misconduct and prevent its recurrence may be taken |
The Company’s Incentive Compensation Recoupment Policy reflects the SEC’s final rules and the NYSE’s listing standards implementing Section 954 of the Dodd-Frank Act. A copy of our Incentive Compensation Recoupment Policy is available as an exhibit to our 2025 Form 10-K.
Pursuant to our Incentive Compensation Forfeiture & Recoupment Disclosure Policy, we will disclose publicly the incentive-based compensation forfeited by or clawbacks recovered from certain senior executives in the aggregate pursuant to certain incentive compensation forfeitures or recoupments for detrimental conduct or pursuant to the Incentive Compensation Recoupment Policy described above, subject to certain privacy, privilege, and regulatory limitations. We will also disclose any clawbacks to the extent required by SEC rules and NYSE listing standards.
| 2026 Proxy Statement | 57 |
Compensation discussion and analysis
iii. Stock ownership & retention requirements
Our stock ownership and retention requirements align executive officer and shareholder interests by linking the value realized from equity-based awards to sustainable company performance. Our Corporate Governance Guidelines require:
| CHIEF EXECUTIVE OFFICER | OTHER EXECUTIVE OFFICERS |
|---|---|
| 500,000 | 300,000 |
| Minimum shares of common stock owned and | Minimum shares of common stock owned and |
| 50% | 50% |
| of net after-tax shares received from equity-based | of net after-tax shares received from equity-based |
| awards retained until one year after retirement | awards retained until retirement |
In light of our policy, we expect new executive officers to be in compliance with these requirements within five years. Full-value shares and units owned, awarded, or deemed beneficially owned are included in the stock ownership calculations; PRSUs are included only when earned and stock options are not included. All NEOs are in compliance with their ownership requirements. Our Code of Conduct and other policies prohibit our executive officers from hedging and speculative trading of company securities. See the “Hedging policy” section on page 33 for more information on our hedging policy and rules.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.