Arnold Donald

About Arnold W. Donald

Arnold W. Donald (age 70) is an independent director of Bank of America (BAC), serving since January 2013, with deep operating experience in regulated consumer businesses and global operations. He currently serves on BAC’s Audit Committee and Compensation & Human Capital Committee and is described as a retired CEO with expertise in strategic planning, global operations, and business development/marketing; he is also the incoming Lead Independent Director at Salesforce, underscoring external leadership credibility .

Past Roles

Organization	Role	Tenure	Committees/Impact
Carnival Corporation & plc	President & CEO; Chief Climate Officer	Jul 2013 – Nov 2022	Led global transformation in leisure travel; long board tenure on Carnival’s board/executive committee .
Executive Leadership Council	President & CEO	Nov 2010 – Jun 2012	Nonprofit network advancing inclusion; governance and human capital focus .
Juvenile Diabetes Research Foundation International	President & CEO	Jan 2006 – Feb 2008	Nonprofit leadership; stakeholder engagement .
Merisant	Chairman & CEO (later Chairman)	2000 – 2003 CEO; Chairman until 2005	Global consumer products; strategic, marketing, operating expertise .
Monsanto	Multiple senior leadership roles including President, Agricultural Group; President, Nutrition & Consumer Sector	~1977 – >20-year tenure	Global responsibilities; operations and risk management .
U.S. President’s Export Council	Member (Clinton, Bush appointments)	Appointed during both administrations	Public policy and trade advisory experience .

External Roles

Company	Role	Committees
GE Vernova	Director; Chair, Compensation & Human Capital Committee; Member, Nominating & Governance	Compensation chair and governance oversight .
MP Materials Corp.	Director	Compensation Committee .
Salesforce, Inc.	Incoming Lead Independent Director	Audit & Finance; Nominating & Corporate Governance .
Carnival Corporation & plc	Former Director	Executive Committee (prior service) .

Board Governance

Independence: BAC’s board affirmed Donald is independent under NYSE standards and BAC’s categorical standards; audit, compensation, and corporate governance committees are fully independent .
Committees: Audit (member) and Compensation & Human Capital (member); all Audit members are financially literate and qualify as audit committee financial experts under SEC rules .
Attendance: All incumbent directors and nominees (excluding a 2025 appointee) attended ≥75% of aggregate board/committee meetings in 2024; independent directors held 13 executive sessions .
Committee activity level (2024 meetings): Audit (14), Compensation & Human Capital (8), Corporate Governance (7), Enterprise Risk (11) .

Fixed Compensation

Year	Cash Retainer ($)	Committee Chair Cash ($)	Lead Independent Director Cash ($)	Restricted Stock ($)	Notes
2024 (actual)	120,000	N/A	N/A	270,000	Donald total: $390,000; not a chair or LID .
2025 (approved program changes)	130,000	50,000 (all committees)	175,000	280,000	Director pay components increased; cap added (see below) .

Vesting: Annual restricted stock awards vest after one year; dividends accrue during vesting and are paid at vesting; prorated vesting upon early retirement .
Deferral: Directors may defer cash and/or restricted stock into the Director Deferral Plan (stock units or cash account); stock units carry dividend equivalents; cash account credited at a long-term bond rate .
Limits (governance): Subject to shareholder approval of the amended BACEP, total director compensation (shares + cash) capped at $1 million per calendar year (with specified exceptions) .

Performance Compensation

Directors do not receive performance-based equity at BAC; annual equity is time-based restricted stock with a one-year vesting period. As of December 31, 2024, Donald held 7,045 unvested restricted shares/units from his 2024 director award . No stock options are granted to non-management directors .

Metric	Detail
Award Type	Restricted Stock (time-based) – 1-year vest .
2024 Unvested Units (#)	7,045 .
Dividends	Accrue during vest; paid upon vesting .
Options/PSUs	None for directors; no options granted to non-management directors, equity awards are restricted stock .

Other Directorships & Interlocks

Outside Board Service Policy: BAC limits directors to service on four public company boards (including BAC); CEO directors limited to two. All nominees comply. Donald’s current roles (BAC + GE Vernova + MP Materials + Salesforce) place him at the policy limit but in compliance .
Ordinary-course relationships: BAC considered purchases/services with entities where directors (including Donald) are executives/employees; all were below NYSE and BAC thresholds, did not constitute material relationships, and did not impair independence .

Expertise & Qualifications

Retired CEO with strategic planning, global operations, consumer business and marketing expertise; risk management and business development experience across regulated industries .
Public policy experience via Presidential appointments to the Export Council; nonprofit leadership focused on inclusion and community health .

Equity Ownership

Holding Category	Amount (Units)	Notes
Common stock beneficially owned	118,533	Sole voting/investment power unless otherwise noted; <1% of class .
Deferred director stock awards (stock units)	7,341	Not deemed beneficially owned; paid in cash upon retirement if vested .
Unvested restricted stock/units	7,045	As of 12/31/2024 .
Total (common + deferred units)	125,874	Sum of categories above .
Ownership guidelines compliance	In compliance; directors must hold restricted stock received until end of service (tax exceptions) .
Hedging/Pledging	Hedging/speculative trading prohibited; pledging of equity awards prohibited .

Governance Assessment

Board effectiveness: Donald adds seasoned operating and consumer-market expertise and serves on two critical oversight committees (Audit; Compensation & Human Capital). Audit committee’s requirement that all members be financial experts and independent strengthens investor confidence in financial reporting oversight .
Independence and conflicts: BAC’s annual independence review found Donald independent; ordinary-course transactions with affiliated entities were below thresholds and non-material. No related-party exposure that impaired independence was identified, mitigating conflict risk .
Engagement and attendance: ≥75% meeting attendance and robust executive sessions support active oversight culture. Committee meeting cadence (Audit 14; Comp 8) indicates material time commitment to risk and pay governance .
Compensation alignment: Director pay structure emphasizes equity retainer with one-year vest and mandatory holding, plus deferral options and a formal cap effective 2025—hallmarks of alignment and restraint. No options or performance equity for directors reduces risk of short-termism .
RED FLAGS to monitor:
- Time commitments: Donald serves at the outside-board-service limit (4), including incoming LID at Salesforce, which adds responsibilities. BAC’s policy requires prior approval for new boards and monitoring of director time availability—currently compliant, but investors should watch for incremental commitments .
- Potential interlocks/relationships: BAC engages in ordinary-course financial services with many large corporates; independence review addressed transactions tied to directors’ affiliations and found no material issues, but continued monitoring is prudent given Donald’s roles at GE Vernova, MP Materials, and Salesforce .
Shareholder sentiment context: BAC’s 2024 Say-on-Pay support was 91.4%, reflecting broad approval of compensation governance; the board is increasing director stipends modestly and setting a cap under the equity plan amendment, signaling responsiveness and discipline .