Denise Ramos
Director at BAC
Board
About Denise L. Ramos
Denise Ramos (age 68) has served on Bank of America’s board since July 2019. A retired CEO and multi‑time CFO, she brings deep financial expertise, audit/financial reporting experience, and human capital oversight from prior leadership roles at ITT, Furniture Brands International, Yum! Brands, and Atlantic Richfield Company. At BAC she serves on the Audit Committee and the Compensation and Human Capital Committee and is classified as an independent director; the Audit Committee confirms all members (including Ramos) qualify as “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ITT Inc. | Chief Executive Officer & President | 2011–2019 | Led diversified manufacturer focused on innovation and technology |
| ITT Inc. | Senior VP & Chief Financial Officer | 2007–2011 | Financial leadership in complex industrials |
| Furniture Brands International | Chief Financial Officer | 2005–2007 | Turnaround/finance in consumer furnishings |
| Yum! Brands (KFC U.S. division) | Chief Financial Officer; Senior VP & Treasurer | 2000–2005 | Consumer operations, treasury and finance |
| Atlantic Richfield Company | Various finance positions | ~20+ years | Energy industry finance experience |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Phillips 66 | Director (not standing for reelection at 2025 AGM) | Through May 2025 | Human Resources & Compensation; Public Policy & Sustainability |
| RTX Corporation | Director | Current | Audit; Governance & Public Policy |
Board Governance
- Independence: BAC’s Board affirmatively determined Ramos is independent under NYSE and BAC categorical standards; only the CEO is non‑independent.
- Committee assignments: Audit Committee member; Compensation and Human Capital Committee member. The Audit Committee met 14 times in 2024; the CHCC met 8 times.
- Audit Committee financial expert: All Audit Committee members (including Ramos) are financially literate and qualify as “audit committee financial experts” per SEC rules.
- Attendance/engagement: All incumbent directors and nominees (except the newly appointed Ms. Martinez) attended at least 75% of aggregate Board and committee meetings in 2024; the independent directors held 13 executive sessions.
- Compensation governance context: The CHCC uses an independent consultant (Semler Brossy in 2024) and oversees pay‑for‑performance design and risk controls.
- Shareholder sentiment signal: 2024 “Say on Pay” received 91.4% support, indicating strong investor backing for BAC’s compensation program.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Non‑management director base cash award |
| Equity (restricted stock grant date fair value) | $270,000 | Annual restricted stock award; 1‑year vesting |
| All other compensation | $0 | — |
| Total (2024) | $390,000 | Mix: cash + RS grant |
| Unvested shares/stock units as of 12/31/2024 | 7,046 | Director RS/units subject to 1‑year vesting |
Program guardrails and changes (effective for directors elected at 2025 AGM):
- Annual cash retainer will increase to $130,000; annual restricted stock award to $280,000; committee chair cash retainers to $50,000; Lead Independent Director incremental restricted stock to $175,000.
- Amended equity plan caps total annual director compensation (cash + equity) at $1 million; director awards/fees across subsidiaries count toward the cap.
Performance Compensation
Directors do not receive performance‑based equity; annual director awards are time‑based restricted stock subject to one‑year vesting. Dividends accrue during vesting and are paid only upon vest; hedging is prohibited and pledging of equity awards is prohibited.
| Feature | Detail |
|---|---|
| Award type | Restricted Stock (non‑performance) |
| Vesting | 1‑year; or next AGM (not sooner than 50 weeks); prorated on retirement; accelerated for death/change‑in‑control |
| Dividends/dividend equivalents | Accrue during vest; paid upon vest; not payable prior to vest |
| Performance metrics | None for director awards |
| Hedging/pledging | Hedging prohibited; pledging of equity awards prohibited |
Other Directorships & Interlocks
| Company | Shared/Interlock Considerations |
|---|---|
| Phillips 66; RTX | BAC’s independence review considered ordinary‑course relationships with some directors/affiliates and found none material; Ramos was not among directors flagged for such relationships in 2025 determinations. |
Expertise & Qualifications
- Key skills/credentials cited by BAC: Retired CEO; financial expertise; audit/financial reporting; human capital oversight.
- Track record: CEO of ITT; CFO roles across multiple companies; broad financial and operational leadership across industrials and consumer sectors.
Equity Ownership
| As of March 3, 2025 | Amount |
|---|---|
| Common stock beneficially owned | — |
| Deferred director stock awards (units, not beneficially owned for SEC purposes) | 69,853 |
| Unvested restricted stock units | — (as of Mar 3, 2025) |
Alignment policies:
- Directors must hold restricted stock received as compensation until termination (tax sales allowed); hedging of BAC securities is prohibited; director equity awards cannot be pledged.
- Director Deferral Plan allows deferral of cash/stock into stock units (with dividend equivalents) or a cash account (interest at long‑term bond rate) payable in cash post‑retirement.
Governance Assessment
- Independence and expertise: Ramos is independent and an Audit Committee financial expert, strengthening oversight across audit, financial reporting, and compensation/human capital.
- Committee workload and engagement: Service on Audit (14 meetings in 2024) and CHCC (8 meetings) indicates meaningful time commitment; attendance met the ≥75% requirement; executive sessions signal active independent oversight.
- Incentive alignment: Director pay is balanced between cash and time‑vested equity; retention/anti‑hedging rules and a formal $1M annual cap for director pay/awards enhance alignment and mitigate pay risk.
- Ownership signal: While Ramos held no beneficially owned common shares as of March 3, 2025, she had substantial deferred stock units and is subject to stringent retention/anti‑hedging policies, which partially address alignment concerns.
- Conflicts/related‑party exposure: No related‑party transactions involving Ramos were disclosed; BAC’s independence review did not identify material relationships for her.
- Shareholder confidence: Strong 2024 “Say on Pay” support (91.4%) and robust engagement by independent directors underpin investor confidence in BAC’s governance framework.