Alastair Borthwick
BANK OF AMERICA CORP /DE/About Alastair Borthwick
Alastair M. Borthwick is Chief Financial Officer of Bank of America (appointed November 2021), responsible for accounting, balance sheet management, FP&A, corporate treasury, investor relations, corporate investments, and tax . For performance year 2024, total compensation was $15.5M (Salary $1.0M; Annual Cash Incentive $4.35M; PRSUs $5.075M; TRSUs $5.075M), up 29% vs. 2023, reflecting disciplined balance sheet, capital and liquidity management amid an uncertain rate environment . Company-level context during his tenure includes 2024 revenue of $101.9B (+3% YoY), diluted EPS $3.21, and book value per share growth of 7% with strong liquidity ($953B average GLS in 4Q24) . He was 53 in the September 2021 8‑K announcing his appointment as CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America | President, Global Commercial Banking | 2012–Q4 2021 | Led GCB prior to becoming CFO . |
External Roles
- Not disclosed in the 2025 and 2024 proxy statements reviewed for Mr. Borthwick .
Fixed Compensation
Multi-year total compensation decisions (performance year basis):
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Compensation ($) | 11,000,000 | 10,500,000 | 12,000,000 | 15,500,000 |
2023 and 2024 compensation mix (performance year basis):
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Base Salary | 1,000,000 | 1,000,000 |
| Annual Cash Incentive | 3,300,000 | 4,350,000 |
| Performance RSUs (PRSUs) | 3,850,000 | 5,075,000 |
| Time-based RSUs (TRSUs) | 3,850,000 | 5,075,000 |
| Total | 12,000,000 | 15,500,000 |
Notes:
- For NEOs other than the CEO, the Committee increased the long‑term equity mix to 70% and decreased cash to 30% to further align with shareholders .
Performance Compensation
Performance plan design and realized outcomes:
| PRSU Cycle | Metric | Weight | Target Standard | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2021–2023 | 3‑yr avg ROA | 50% | ≥80 bps | 92 bps | 100% | 3‑yr performance; stock‑settled; max 100% |
| 2021–2023 | 3‑yr avg adj. TBV growth | 50% | ≥8.5% | 11.09% | 100% | 3‑yr performance; stock‑settled; max 100% |
| 2022–2024 | 3‑yr avg ROA (tax‑normalized) | 50% | ≥80 bps | 85 bps | 100% | 3‑yr performance; stock‑settled; max 100% |
| 2022–2024 | 3‑yr avg adj. TBV growth | 50% | ≥8.5% | 11.41% | 100% | 3‑yr performance; stock‑settled; max 100% |
Equity grants (award structure and sizing):
| Grant Year | Award Type | Grant Date | Units (Target/Granted) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2024 | PRSU | 2/15/2024 | 115,825 target | 3,452,894 |
| 2024 | TRSU | 2/15/2024 | 115,825 granted | 3,699,524 |
| 2023 | PRSU | 2/15/2023 | 79,101 target | 2,469,945 |
| 2023 | TRSU | 2/15/2023 | 79,101 granted | 2,469,945 |
Key vesting schedules and performance periods:
- 2023 TRSUs: 25% per year on Feb 15 of 2024, 2025, 2026, 2027 .
- 2022 TRSUs: Vest one‑third on Feb 15, 2024; one‑third on Feb 15, 2025; one‑third on Feb 15, 2026 .
- 2023 PRSUs: 3‑year performance period ending Dec 31, 2025; target is the max; stock‑settled if earned .
- 2024 PRSUs: 3‑year performance period (granted Feb 2024; target is the max); stock‑settled if earned .
Clawbacks and risk controls:
- Equity awards are subject to multiple cancellation and clawback features, including the Incentive Compensation Recoupment Policy, detrimental conduct provisions, and anti‑hedging/derivatives policy compliance .
Equity Ownership & Alignment
Ownership and unvested equity:
| As of Date | Common Stock Beneficially Owned (#) | Unvested RSUs – TRSUs (#) | Unvested RSUs – PRSUs (#) | Total Stock Units (#) |
|---|---|---|---|---|
| Mar 1, 2024 | 326,855 | 371,693 | 259,376 (assumes 100% of PRSUs) | 631,069 |
- Each individual executive and all executives as a group beneficially own less than 1% of outstanding common stock; no stock options outstanding (company has not granted options/SARs since 2008) .
Year-end outstanding equity (selected line items; 12/31/2024):
- Unvested TRSUs: 39,317 (2021 TRSUs; vested 2/15/2025); 32,225 (2022 TRSUs; half vested 2/15/2025; remaining vests 2/15/2026); 59,326 (2023 TRSUs); 115,825 (2024 TRSUs) .
- Unearned PRSUs: 79,101 (2023 PRSUs; performance through 2025); 115,825 (2024 PRSUs) .
- Some cash‑settled units (e.g., 25,000 and 50,000 RSUs) are noted in outstanding awards; see footnotes in the table for treatment .
2023 stock vested:
| Metric | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| 2023 | 241,352 | 8,385,227 |
| Of which cash‑settled units | 50,000 | Included above |
Ownership/retention and pledging/hedging:
- Ownership requirement: 300,000 shares for executive officers; must retain 50% of net after‑tax shares from equity awards until retirement; all NEOs in compliance .
- Hedging and speculative trading prohibited for directors and executive officers .
- Pledging of equity-based awards prohibited under plan/policies .
Nonqualified deferred compensation and pension:
| Plan/Benefit | 2024 Executive Contributions ($) | 2024 Aggregate Earnings ($) | Aggregate Balance 12/31/2024 ($) |
|---|---|---|---|
| Deferred Compensation Plan | 0 | 73,415 | 293,549 |
| Pension Plan | Years Credited Service (#) | Present Value of Accumulated Benefit ($) |
|---|---|---|
| Legacy Pension Plan | 6.83 | 71,011 |
| Legacy Pension Restoration Plan | 6.83 | 1,675 |
Employment Terms
Appointment and pay programs:
- Appointed CFO Q4 2021 with $1,000,000 base salary and participation in annual incentive and equity programs under BACEP .
Change-in-control and termination treatment (equity):
- Double-trigger: If terminated without cause or for “good reason” within two years after a change in control, PRSUs are earned at 100% and paid per original schedule; TRSUs continue per schedule (subject to performance‑based cancellation and covenants) .
- “Good reason” includes material diminution in responsibility, material base salary reduction (with exceptions), or relocation >50 miles; notice and cure required .
- No executive CIC agreements; severance agreements for executive officers are not used; policy requires shareholder approval for severance benefits exceeding 2× base salary+bonus for executive officers .
Potential payments from RSUs (as of 12/31/2024):
| Scenario | Payable Immediately ($) | Payable per Award Schedule ($) |
|---|---|---|
| Death | 26,696,426 | — |
| Disability | 0 | 26,696,426 |
| Termination w/ good reason or without cause within 2 years post‑CIC | — | 26,696,426 |
| All other terminations except for cause | — | 23,168,521 |
Award covenants:
- Continued vesting/eligibility is conditioned on non‑solicitation, avoidance of detrimental conduct, and compliance with anti‑hedging/derivatives policies; some awards allow continued vesting for workforce reduction/divestiture .
Clawbacks and governance:
- Multiple cancellation and clawback features apply; independent control functions review and certify incentive plans; anti‑hedging policy enforced .
Perquisites and other comp (illustrative):
- 2024: Benefits/tax/financial advisory services $26,435; 401(k)/qualified plan match $20,000; aircraft use $0; tax equalization $0 .
- 2023: Benefits/tax/financial advisory services $31,560; 401(k)/qualified plan match $20,000; aircraft use $0; tax equalization $0 .
Investment Implications
- Strong pay-for-performance alignment: 70% of non‑CEO NEO variable pay delivered in long‑term equity; PRSUs tied to rigorous three-year ROA and adjusted TBV standards with no upside beyond target and documented 100% payouts for 2021–2023 and 2022–2024 cycles; robust clawbacks and retention requirements enhance alignment and reduce risk of short‑termism .
- Selling pressure assessment: Known vesting cadence (2021 TRSUs vested on 2/15/2025; 2022 TRSUs further vest on 2/15/2026; 2023 TRSUs vest annually through 2027; PRSUs complete in 2025 and 2026) could create periodic supply, partially mitigated by the requirement to retain 50% of net after‑tax shares until retirement and the absence of options .
- Retention risk appears contained: Significant unvested equity and potential deferred payouts under standard and CIC scenarios (e.g., $26.7M payable per schedule in certain cases) support retention; pension/deferred comp balances are modest relative to equity, reinforcing equity‑based retention .
- Governance risk flags low: Prohibitions on hedging and pledging, no CIC agreements or tax gross‑ups, double‑trigger equity treatment, and policy caps on severance underscore shareholder‑friendly practices; Say‑on‑Pay support of 91.4% in 2024 corroborates investor acceptance of design .
Overall, Borthwick’s package emphasizes long‑term equity with rigorous PRSU metrics and meaningful retention/recoupment features; upcoming vest schedules and PRSU performance conclusions represent the primary timing catalysts for potential insider selling activity.