Brian Moynihan
About Brian Moynihan
Bank of America’s Chair and Chief Executive Officer since October 2014 and January 2010, respectively; Director since 2010; age 65 as of the 2025 annual meeting . Under his leadership, BAC delivered 2024 revenue of $101.9B (+3% YoY) and net income of $27.1B (+2% YoY), with 2024 TSR of 34% (ranked #6 among primary competitors) . BAC ended 2024 with $1.97T in deposits and $1.10T in loans (up $42.1B YoY), CET1 ratio of 11.9%, and returned $21B to shareholders via dividends and buybacks (+75% vs. 2023) . He serves in numerous industry and civic leadership roles (e.g., Bank Policy Institute, The Clearing House, Business Roundtable, WEF IBC; Chancellor and Board of Fellows, Brown University) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bank of America | Chair of the Board | Oct 2014–Present | Combined Chair/CEO leadership of Responsible Growth strategy and record earnings/capital return |
| Bank of America | President & CEO | Jan 2010–Present | Led all operating units prior to CEO; drove multi-year performance and capital strength |
| Bank of America | Operating unit leadership | Pre-2010 | Ran each operating unit prior to becoming CEO |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bank Policy Institute | Director (prior Chair); Chairs Global Regulatory Policy Committee | N/A | Industry regulatory and policy leadership |
| The Clearing House Association | Chair, Supervisory Board | N/A | Payments infrastructure oversight |
| Financial Services Forum | Member (prior Chair) | N/A | U.S. large bank policy coordination |
| Business Roundtable | Member | N/A | U.S. CEO policy forum |
| WEF International Business Council | Member (prior Chairman) | N/A | Global business policy; Stakeholder Capitalism Metrics initiative |
| Sustainable Markets Initiative | Chair | N/A | Climate/sustainability business leadership |
| Brown University | Chancellor (Chair), Board of Fellows | N/A | University governance leadership |
| Smithsonian NMAAHC | Advisory Council member | N/A | Civic engagement |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary | $1,500,000 | Fixed cash |
| Perquisites and other | $583,090 | Includes $526,934 corporate aircraft, $26,435 benefits/advisory, $20,000 plan contributions |
| Pension value change (non-cash) | $935,198 | Legacy supplemental plan frozen since 2005; actuarial present value change |
Performance Compensation
- Design: 95.7% of CEO 2024 compensation is variable, entirely in equity; mix: 50% PRSUs, 30% CRSUs (cash‑settled RSUs), 20% TRSUs (time‑based RSUs); 50% of net after‑tax shares must be held until one year after retirement .
- 2024 (performance year) total compensation decision: $35.0M, allocated as CRSUs $10.05M, PRSUs $16.75M, TRSUs $6.70M; no annual cash bonus .
| 2024 Performance Year Pay Mix | Base Salary | Annual Cash Incentive | CRSUs | PRSUs | TRSUs | Total |
|---|---|---|---|---|---|---|
| Amount ($) | $1,500,000 | $0 | $10,050,000 | $16,750,000 | $6,700,000 | $35,000,000 |
| PRSU Metric Design (granted for 2024 performance; 2025–2027 performance period) | Weight | Standards | Payout |
|---|---|---|---|
| 3‑yr avg ROA (tax‑normalized) | 50% | <50 bps = 0%; 50 bps = 33⅓%; 65 bps = 66⅔%; ≥80 bps = 100% | 0–100% (no upside >100%) |
| 3‑yr avg growth in adjusted TBV | 50% | <5.25% = 0%; 5.25% = 33⅓%; 7.0% = 66⅔%; ≥8.5% = 100% | 0–100% (no upside >100%) |
| Settlement | — | Settles March 1, 2027 in shares if earned; subject to performance‑based cancellation for losses | — |
| Recently Completed PRSU Cycle | Metric | Target | Actual | Payout |
|---|---|---|---|---|
| 2022 PRSUs (performance ended 12/31/2024) | ROA / adj. TBV (equal weight) | 80 bps / 8.5% | 85 bps / 11.41% | 100% (max) |
| 2024 Equity Grants (granted 2/15/2024 for 2023 performance) | Units | Grant‑date FV ($) | Vesting |
|---|---|---|---|
| CRSUs (cash‑settled) | 248,195 | 8,456,004 | Monthly Mar 2024–Feb 2025 in cash; accelerated for death/disability |
| PRSUs | 413,659 target | 12,331,713 | 2024–2026 performance; settle per schedule if earned |
| TRSUs | 165,464 | 4,932,697 | 4‑yr ratable; CEO 100% share‑settled |
Equity Ownership & Alignment
| Ownership detail (as of 3/3/2025) | Amount |
|---|---|
| Common stock beneficially owned | 2,794,827 shares |
| Unvested RSUs (not deemed beneficially owned): TRSUs | 378,036 units |
| Unvested RSUs: CRSUs | 214,698 units |
| Unvested RSUs: PRSUs (at target) | 1,166,993 units |
| Total stock units (TRSU+CRSU+PRSU) | 1,759,727 units |
| Ownership as % of outstanding | Each director/NEO <1% |
| CEO ownership guideline | Must own 500,000 shares; retain 50% of net after‑tax shares to 1 year post‑retirement; all NEOs comply |
| Hedging/derivatives policy | Hedging/speculative trading prohibited; no short sales or derivatives; awards subject to forfeiture for violations |
| Pledging | Pledging of equity‑based awards prohibited (directors and executives) |
Upcoming vesting and potential selling pressure:
- 2024 TRSUs: 1/4 vested 2/15/2025; remaining vests 2/15/2026–2028 .
- 2023 TRSUs: remaining vests 2/15/2026–2027 .
- 2022 PRSUs: vested/paid 3/1/2025 at 100% .
- 2024 CRSUs: vested Jan 15 and Feb 15, 2025 . Retention mitigants: CEO must retain 50% net after‑tax shares until one year post‑retirement; hedging/pledging prohibited .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | No separate severance/COC agreement; policy requires shareholder approval for severance >2× salary+bonus |
| Change‑in‑control | Double‑trigger for equity (COC plus qualifying termination); PRSUs earn at 100% standard and pay per schedule; TRSUs continue per schedule; still subject to performance‑based cancellation |
| Qualifying Termination | Continue per schedule if age/service conditions met and covenants observed; all NEOs currently eligible |
| Non‑compete/Non‑solicit | Equity vesting conditioned on compliance; detrimental conduct and anti‑hedging policy violations lead to cancellation/recoupment |
| Clawbacks | Detrimental conduct cancellation & clawback; performance‑based cancellation; Dodd‑Frank 954 recoupment policy |
| Tax gross‑ups | No excise tax gross‑ups; no single‑trigger equity vesting |
| Corporate aircraft | Required for CEO for all travel for security; aircraft time‑sharing agreement in place since 2010 |
Potential equity payments upon various terminations (value as of 12/31/2024, $43.95/sh):
| Scenario | Immediate ($) | Per schedule, subject to conditions ($) |
|---|---|---|
| Death | 70,978,034 | — |
| Disability | 1,818,036 | 69,159,998 |
| Termination w/ good reason or w/o cause within 2 yrs after COC | — | 69,159,998 |
| All other terminations (except cause) | — | 69,159,998 |
Retirement & Deferred Compensation (Alignment/Retention)
| Plan | 2024 Present Value / Balance ($) | Notes |
|---|---|---|
| Legacy Supplemental Retirement Plan | 12,182,632 (PV) | Benefit frozen since 2005; lump sum election |
| Legacy Pension Plan | 525,934 (PV) | Pension accruals frozen since 2012 |
| Legacy RIAP | 326,794 (PV) | Frozen nonqualified plan |
| Deferred Comp Plan | 1,081,516 (balance) | No 2024 contributions; $181,527 earnings |
| Legacy Deferred Comp Plan | 3,957,427 (balance) | $424,010 earnings in 2024 |
| Legacy Supplemental Plan (DC) | 2,208,597 (balance) | $530,637 earnings in 2024 |
Stock vested in 2024:
| Shares/units vested (#) | Value realized ($) |
|---|---|
| 709,641 | 25,553,925 |
Board Governance (including dual-role implications)
- Structure: Combined CEO/Chair with an empowered Lead Independent Director (LID) with extensive, formalized authorities over agendas, executive sessions, regulator engagement, and shareholder outreach; all committees chaired by and composed of independent directors .
- Independence: Moynihan is not independent due to employment; all other directors are independent under NYSE standards and company categorical standards .
- Attendance: All incumbent directors attended at least 75% of meetings in 2024; 13 executive sessions of independent directors held .
- Committees: Audit, Compensation & Human Capital, Corporate Governance, Enterprise Risk; CEO attends all committee meetings by invitation but is not a member .
- Director compensation: Management director (Moynihan) receives no director pay .
Compensation Committee, Peer Group, Say‑on‑Pay
- Committee: Independent members; 2024 consultant Semler Brossy (independent) .
- Peer group: Primary competitors (C, GS, JPM, MS, WFC) and leading FIs (e.g., Barclays, HSBC, UBS, PNC, Truist, US Bancorp, BlackRock, Blackstone, American Express, Capital One) for market/relative performance context (no formulaic benchmarking) .
- Say‑on‑Pay: 91.4% support at 2024 meeting; robust shareholder engagement led by LID and Comp Chair; design retained given investor feedback .
5‑Year Performance Context
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($mm) | 85,528 | 89,113 | 94,950 | 98,581 | 101,887 |
| Net income ($mm) | 17,894 | 31,978 | 27,528 | 26,515 | 27,132 |
| Company TSR (index) | 88 | 132 | 101 | 106 | 141 |
CEO performance year total compensation decisions:
| Year | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Amount ($) | 32,000,000 | 30,000,000 | 29,000,000 | 35,000,000 |
Compensation Structure Analysis (signals)
- Equity‑heavy, long‑duration pay: 95.7% variable, 100% equity for CEO since 2010; no stock options or repricing; no one‑time awards in 2024; increased long‑term equity mix for other NEOs (70% equity/30% cash) .
- Performance rigor: PRSUs require 3‑yr avg ROA and adjusted TBV growth with no upside >100%; 2022 PRSUs paid at 100% with ROA 85 bps and TBV 11.41% .
- Risk and alignment: Multi‑layer clawbacks; performance‑based cancellation; strict anti‑hedging/pledging; CEO retention requirement to post‑retirement .
- Shareholder support: Strong 2024 Say‑on‑Pay (91.4%) and ongoing direct engagement by LID/Comp Chair .
Risk Indicators & Red Flags
- Positive: No single‑trigger vesting; no excise tax gross‑ups; no option repricing; robust clawbacks; severe hedging/derivatives prohibitions .
- Considerations: Combined Chair/CEO mitigated via a highly empowered LID and independent committees .
- Related‑party: Aircraft time‑sharing agreement (long‑standing, with reimbursement mechanism; related-person oversight) .
- Insider pressure: Significant scheduled RSU vesting through 2028; retention policies reduce net sellable shares .
Vesting Schedules (selected outstanding CEO awards)
| Award | Key vesting dates |
|---|---|
| 2024 TRSUs | 25% on 2/15/2025 (vested), 2/15/2026, 2/15/2027, 2/15/2028; CEO share‑settled |
| 2023 TRSUs | 1/3 on 2/15/2025 (vested), 1/3 on 2/15/2026, 1/3 on 2/15/2027 |
| 2022 PRSUs | Earned at 100%; paid 3/1/2025 |
| 2024 CRSUs | Paid monthly Mar 2024–Feb 2025; last paid 2/15/2025 |
| 2024 PRSUs | Performance period 2024–2026; settle per schedule if earned |
Board Service History & Committees (Director-specific)
- Director since 2010; Chair since 2014; not independent; attends all committee meetings .
- LID (Lionel Nowell) holds robust powers (agenda, executive sessions, regulator/shareholder engagement) ensuring independent oversight of a dual Chair/CEO structure .
- Director compensation: Not applicable; management director receives no director pay .
Director/Executive Ownership Table (extract)
| Holding type | Quantity |
|---|---|
| Beneficially owned common | 2,794,827 shares |
| TRSUs (unvested) | 378,036 units |
| CRSUs (unvested) | 214,698 units |
| PRSUs (target, unearned) | 1,166,993 units |
Succession/Retention Developments
- Co‑Presidents appointed (Dean C. Athanasia and James P. DeMare) on Sep 12, 2025; CFO Borthwick named EVP in addition to CFO—signals deepened bench and succession planning .
- CEO compensation retains long‑term equity and post‑retirement holding requirements, supporting retention .
Investment Implications
- Alignment and low agency risk: Equity‑heavy, long‑duration, stringent clawbacks, and retention/holding rules align CEO incentives with capital efficiency (ROA/TBV) and TSR over multi‑year periods .
- Execution track: 2024 fundamentals (Rev +3%, NI +2%), 34% TSR, robust capital and liquidity, and 75% higher capital returns support the Compensation Committee’s 2024 pay uplift, with PRSUs continuing to gate realized pay on sustained ROA/TBV .
- Governance: Dual Chair/CEO offset by an unusually empowered LID framework and fully independent committees; strong Say‑on‑Pay outcome (91.4%) reduces governance discount risk .
- Overhang/flow dynamics: Significant unvested RSUs and staggered vesting through 2028 create regular equity events, but retention and anti‑hedging/pledging limits dampen near‑term selling pressure .
- Succession: 2025 Co‑President appointments bolster continuity planning and reduce key‑man risk, a positive for long‑term stability .