Dean Athanasia
Co-President at BAC
Executive
About Dean Athanasia
Dean C. Athanasia is President, Regional Banking, and has been a Bank of America executive officer since 2014. He oversees Retail Banking, Preferred Banking, Business Banking, and Global Commercial Banking across 200+ U.S. and 15 international markets, as well as Data, Digital & Global Marketing, Workplace Benefits, Global Payments Solutions, and Consumer/Small Business/Wealth Management banking and lending products . In 2024, his businesses delivered $53.1B revenue and $15.0B net income, maintained #1 U.S. retail deposit share, reached 48.2M digitally active users (+4% YoY), and reduced consumer fraud losses by >20% while achieving record 88.4% consumer client experience; the Committee also considered his expanded remit (first full year with Global Payments Solutions) in pay decisions . Companywide, BAC generated $101.9B revenue (+3% YoY) and $27.1B net income (+2% YoY) in 2024, under its Responsible Growth framework .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bank of America | President, Regional Banking; Executive officer | Executive officer since 2014 | Leads four lines of business serving ~69M clients; expanded remit including Global Payments Solutions; drove growth, digital engagement, and fraud loss reduction in 2024 |
External Roles
- Not disclosed in the latest proxy for Mr. Athanasia.
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 1,000,000 | 1,000,000 | 1,000,000 |
| Annual cash incentive ($) | 5,160,000 | 4,050,000 | 5,100,000 |
Notes:
- The Summary Compensation Table shows 2022–2024 salary and bonus paid; the Compensation Decisions table shows the performance-year 2024 cash incentive of $5.1M awarded in Feb 2025 .
Performance Compensation
Performance-year total compensation and mix
| Year | Total ($) | Cash bonus ($) | PRSUs ($) | TRSUs ($) |
|---|---|---|---|---|
| 2021 | 15,000,000 | — | — | — |
| 2022 | 13,900,000 | — | — | — |
| 2023 | 14,500,000 | — | — | — |
| 2024 | 18,000,000 | 5,100,000 | 5,950,000 | 5,950,000 |
Notes:
- For 2024, the Committee awarded $18.0M: $5.1M cash, $5.95M PRSUs, $5.95M TRSUs, and $1.0M salary . Variable pay mix (other NEOs) is 70% long-term equity and 30% cash .
2024 equity grants (granted Feb 15, 2024 for 2023 performance; outstanding into 2025)
| Award | Grant date | Units (#) | Grant-date fair value ($) | Vesting |
|---|---|---|---|---|
| PRSUs | 2/15/2024 | 142,149 (target=max) | 4,237,646 | Based on 3-year performance (2024–2026); settled 3/1/2027 if earned; 100% max; subject to performance-based cancellation and clawback |
| TRSUs | 2/15/2024 | 142,149 | 4,540,329 | 25% per year: 2/15/2025, 2026, 2027, 2028; 50% stock/50% cash settlement; subject to performance-based cancellation and clawback |
PRSU metric design (long-term performance; CEO and NEOs)
| Metric (50% weight each) | Standard | % Earned |
|---|---|---|
| Three-year average ROA (tax-normalized) | <50 bps | 0% |
| 50 bps | 33 1/3% | |
| 65 bps | 66 2/3% | |
| ≥80 bps | 100% | |
| Three-year average growth in adjusted TBV | <5.25% | 0% |
| 5.25% | 33 1/3% | |
| 7.00% | 66 2/3% | |
| ≥8.50% | 100% |
Additional design features:
- No upside above 100% of target; performance periods are calendar 3-year; unearned awards are forfeited; accrual/settlement subject to profitability and loss-based cancellation; clawback policy applies .
2024 stock vesting realized
| 2024 vesting | Shares/units vested (#) | Value realized ($) |
|---|---|---|
| Total stock awards vested in 2024 | 171,862 | 5,882,931 |
Equity Ownership & Alignment
| Ownership / units | Amount |
|---|---|
| Common stock beneficially owned | 573,344 shares (incl. spousal shared voting/investment power) |
| Unvested TRSUs (time-based) | 384,259 units |
| Unvested PRSUs (performance-based, max shown until earned) | 376,670 units |
| Stock ownership guideline | Executive officers: 300,000 shares minimum; retain 50% of net after-tax shares until retirement; all NEOs in compliance |
| Hedging/derivatives | Prohibited for directors/executive officers (no shorts, options, collars, prepaid forwards, exchange funds) |
| Pledging | Restricted stock/RSUs cannot be pledged prior to vesting under Plan terms; director pledging of equity awards prohibited |
| Stock options | No outstanding stock options as of 12/31/2024 for NEOs |
Insider selling pressure assessment:
- TRSUs vest on a staggered schedule (notably 2024 TRSUs vest 2025–2028; certain prior awards vesting 2025–2026), and 50% of net after-tax shares must be held until retirement—both of which moderate net sale supply; no stock options outstanding reduces expiry-driven selling .
Employment Terms
| Topic | Key term(s) |
|---|---|
| Severance agreements | No cash severance agreements with NEOs; policy requires shareholder approval for severance exceeding 2x salary+bonus |
| Change-in-control (CIC) vesting | Double-trigger: if terminated without cause or for good reason within 2 years after CIC, PRSUs earned at 100% standard and TRSUs continue on schedule; subject to performance-based cancellation; no single-trigger vesting |
| Qualifying Termination (non‑CIC) | Awards continue per schedule if covenants met (non-solicit, no detrimental conduct, anti-hedging; and non-compete for competitive businesses); NEOs currently meet QT requirements based on age/service |
| Potential payments from RSUs (12/31/2024 basis) | Death: $35,739,156; Disability: $0 immediate; Termination with good reason/without cause within 2 years post-CIC: $35,739,156 (per schedule, subject to conditions); All other terminations (except for cause): $28,719,634 (per schedule, subject to conditions) |
| Clawbacks | Equity awards subject to recoupment under Incentive Compensation Recoupment Policy and for violations of covenants; loss-based cancellation applies |
Retirement/Deferred Benefits
| Plan / benefit | Athanasia details |
|---|---|
| Pension (cash balance) | Legacy Pension Plan – credited service 16.25 yrs; present value $320,884; Legacy RIAP – credited service 16.25 yrs; present value $28,470; accruals frozen since 2012 |
| Deferred Compensation – balances (12/31/2024) | Deferred Compensation Plan: $7,331,847; Legacy Deferred Comp Plan: $628,388; Legacy Supplemental Plan: $43,545; Legacy ESA Plan: $1,036,941 |
| Legacy plan features / payouts | Legacy Deferred Comp Plan: pre-2002 deferrals with fixed crediting rates; payouts lump sum or installments up to 15 years; Legacy Supplemental Plan: closed in 2004, payouts lump sum or up to 15 installments; Legacy ESA Plan: employer-funded, typically paid over one-year restrictive covenant period |
Compensation Structure Analysis
- Mix and deferral: For 2024, 70% of variable pay was long-term equity (PRSUs + TRSUs) and 30% was cash for NEOs, increasing long-term alignment; equity is subject to multi-year vesting/performance and retention/anti-hedging rules .
- Metrics and rigor: Long-term PRSUs are tied 50% to tax-normalized ROA and 50% to adjusted tangible book value growth with a 3-year horizon; no upside above 100% encourages balanced risk and sustained profitability; 2022 PRSUs paid at 100% based on ROA 85 bps and adj. TBV 11.41% (no discretionary adjustments) .
- Governance and risk: Awards include performance-based cancellation for losses; robust clawback and conduct/controls review processes; independent consultant Semler Brossy engaged in 2024 .
- Shareholder support: 2024 Say-on-Pay received 91.4% approval, indicating strong investor endorsement of program design .
Performance & Track Record
| 2024 highlights in Athanasia’s remit | Evidence |
|---|---|
| Delivered $53.1B revenue and $15.0B net income | |
| Maintained #1 position in estimated U.S. retail deposits | |
| Digital scale and client experience | 48.2M digitally active users (+4% YoY); 88.4% consumer client experience |
| Risk and operations | >20% reduction in consumer banking fraud losses; increased focus on asset quality, regulatory requirements, and business controls |
| Strategic growth | Partnerships with Masters, FIFA Club World Cup 2025 and FIFA World Cup 2026; numerous industry awards |
| Role expansion | First full year including Global Payments Solutions considered in 2024 pay decisions |
Investment Implications
- Alignment and retention: Large unvested PRSUs/TRSUs (TRSUs 384k; PRSUs 377k units) plus 50% post-tax share retention until retirement and anti-hedging rules align incentives with long-term TSR and constrain selling; no stock options eliminates expiry-driven sale pressure .
- Performance orientation: PRSUs tied to multi-year ROA and adjusted TBV growth with zero upside above target and loss-based cancellation drive disciplined earnings quality; vesting outcomes are sensitive to macro/credit cycles and capital actions .
- Turnover/CIC risk: No cash severance, but sizeable deferred equity remains payable per schedule on Qualifying Termination/CIC double-trigger (e.g., ~$35.74M RSU value under death/CIC-trigger scenarios at 12/31/2024), implying meaningful retention value and potential stock overhang if separation occurs .
- Execution signal: 2024 business metrics (growth in deposits, digital adoption, fraud loss reduction) and high Say-on-Pay support indicate governance/compensation credibility; however, payout realization remains contingent on sustaining ROA and TBV growth through the next cycle .