Clayton Rose
Director at BAC
Board
About Clayton S. Rose
Clayton S. Rose, 66, is an independent director of Bank of America and Chair of the Enterprise Risk Committee; he has served on the Board since October 2018 and previously from 2013–2015. He is Baker Foundation Professor of Management Practice at Harvard Business School, a former President of Bowdoin College, and earlier a Vice Chairman at JPMorgan Chase leading Global Investment Banking and Global Equities; he holds an MBA from the University of Chicago and a master’s and PhD in sociology from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Vice Chairman; led Global Investment Banking and Global Equities; senior management team member | ~20 years (dates not specified) | Leadership in securities, derivatives, corporate finance in NY and London |
| Bowdoin College | President | Not specified | Advanced inclusion; programs for post‑graduate success; mental health initiatives |
| Harvard Business School | Professor; Baker Foundation Professor of Management Practice | Current/Former | Taught leadership, ethics, financial crisis; business in society |
| XL Group plc | Director (prior) | Not specified | Board service at insurer |
| Freddie Mac | Director (prior) | Not specified | Board service at GSE |
| Mercantile Bankshares Corp. | Director (prior) | Not specified | Board service at bank holding company |
External Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Howard Hughes Medical Institute | Trustee; Chair of Board of Trustees; formerly Chair of Audit and Compensation Committees | Current/Former | Governance of largest U.S. private supporter of academic biomedical research |
| Pew Charitable Trusts | Board Member | Current | Nonprofit governance |
Board Governance
- Independence: Affirmed by the Board under NYSE listing standards and BAC’s categorical standards; all directors other than the CEO are independent .
- Committee leadership: Chair—Enterprise Risk Committee (ERC); Member—Compensation & Human Capital Committee (CHCC) .
- Attendance: Each incumbent director (excluding the 2025 appointee) attended ≥75% of aggregate Board and committee meetings in 2024; independent directors held 13 executive sessions .
- Engagement: Independent directors, including committee chairs, meet regularly with BAC’s primary regulators; independent directors conduct year‑round self‑evaluation and executive sessions .
| Committee | Role | Meetings in 2024 | Scope |
|---|---|---|---|
| Enterprise Risk Committee | Chair | 11 | Oversees Risk Framework, risk appetite, key risks, capital plan; CRO reports jointly to CEO and ERC |
| Compensation & Human Capital Committee | Member | 8 | Oversees executive/director pay, HCM practices, independent comp consultant oversight |
Fixed Compensation (Director Pay – 2024 actual; 2025 program updates)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Non‑management director cash award |
| Committee chair cash retainer (ERC) | $40,000 | ERC chair incremental cash award |
| Total cash | $160,000 | Sum of cash components |
| Restricted stock award | $270,000 | One‑year vest; dividends accrue during vest |
| Total 2024 compensation | $430,000 | Cash + stock fair value |
2025 program changes approved (payable to directors elected at 2025 meeting):
- Annual cash retainer increases to $130,000; annual restricted stock award increases to $280,000; committee chair cash awards increase to $50,000; Lead Independent Director incremental restricted stock award increases to $175,000; Plan introduces a $1 million annual cap per non‑employee director inclusive of cash and equity, with limited exceptions .
| 2025 Program Element | Amount (USD) | Applicability |
|---|---|---|
| Annual cash retainer | $130,000 | All non‑management directors |
| Restricted stock award | $280,000 | All non‑management directors |
| Committee chair cash retainer | $50,000 | All committee chairs |
| Lead Independent Director incremental RS | $175,000 | LID only |
| Annual cap (cash+equity) | $1,000,000 | Non‑employee directors (exceptions noted) |
Performance Compensation
- Non‑management director pay has no performance‑based components; restricted stock vests time‑based over one year; dividends accrue and pay upon vesting; pro‑rata vesting on retirement; accelerated vesting on death or change‑in‑control; no stock options granted to directors since 2008 .
| Term | Detail |
|---|---|
| Vesting | One‑year vest for director restricted stock awards; earlier vesting upon death or change‑in‑control; pro‑rata vesting if retire before vest date |
| Dividends | Accrue during vesting; paid upon vest; forfeited if award does not vest |
| Options/SARs | Not granted to directors since 2008 |
Other Directorships & Interlocks
| Status | Detail |
|---|---|
| Current U.S.-listed public company boards | None |
| Prior public company boards | XL Group plc; Freddie Mac; Mercantile Bankshares Corp. |
| BAC subsidiaries/director service | Not disclosed for Rose (MLI/BofASE roles apply to other directors) |
Expertise & Qualifications
- Financial services expertise, including consumer, corporate, and investment businesses; risk expert; public policy; strategic planning experience; global perspective from senior roles at JPMorgan and academic leadership roles .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | 25,515 | As of March 3, 2025; <1% of class |
| Deferred director stock awards (DDP units) | 59,770 | Not beneficially owned; paid in cash at retirement if vested |
| Unvested restricted stock/units | 7,046 | As of Dec 31, 2024 |
| Percent of class (common) | <1% | As disclosed for directors |
| Hedging | Prohibited (shorts, derivatives, collars, etc.) | |
| Pledging | Prohibited for equity‑based awards under BACEP | |
| Stock retention | Must hold director restricted stock until termination of service; all non‑management directors compliant |
Governance Assessment
- Board effectiveness: As ERC Chair, Rose leads oversight of BAC’s Risk Framework, appetite, and key risks (credit, market, liquidity, operational, compliance, reputational) and participates in capital planning and CCAR submissions—central to confidence in risk governance at a GSIB .
- Independence & attendance: Independence affirmed; attendance ≥75% across Board/committee meetings; independent directors held frequent executive sessions to reinforce oversight .
- Alignment & incentives: Director pay is modest, primarily fixed cash plus time‑based restricted stock with one‑year vesting and long‑term stock retention requirements; hedging/pledging prohibited, supporting alignment and risk‑sensitive governance .
- Conflicts & related parties: Ordinary‑course financial services relationships with certain directors (including Rose) were below materiality thresholds; Board concluded no material relationships impairing independence—no related‑party red flags identified .
- Overboarding risk: No current public company directorships beyond BAC reduces external time‑commitment risk and potential interlocks; high committee workload (ERC chair; CHCC member) underscores engagement focus at BAC .
- Program changes: 2025 increases to director cash/equity and chair retainers reflect expanded responsibilities and time commitments, especially for leadership roles; introduction of a $1 million cap enhances governance discipline around director pay .
RED FLAGS: None observed in disclosed materials (no hedging/pledging; independence affirmed; no material related‑party transactions affecting independence; attendance threshold met) .