Joe Almeida
Director at BAC
Board
About Joe Almeida
José (Joe) E. Almeida, age 62, has served as an independent director of Bank of America since September 2022. He is a retired CEO with deep experience leading complex, highly regulated global businesses, including Baxter International, Covidien, and Tyco Healthcare, and brings strategic planning and operational expertise to BAC’s board. At BAC, Almeida serves on the Audit Committee and the Compensation and Human Capital Committee; the Board has affirmatively determined he is independent under NYSE listing standards and BAC’s Categorical Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter International Inc. | Chairman, President & CEO | 2016 – Feb 2025; executive officer since Oct 2015 | Led transformation via innovation, operational excellence, strategic execution |
| The Carlyle Group | Senior Advisor | May 2015 – Oct 2015 | Strategic advisory experience in private equity context |
| Covidien | Chairman, President & CEO | Mar 2012 – Jan 2015; President & CEO Jul 2011 – Mar 2012 | Led global healthcare products company prior to Medtronic acquisition |
| Tyco Healthcare (Covidien predecessor) | President, Worldwide Medical Devices; President, International; VP, Global Manufacturing | Prior to 2011 (dates not specified) | Leadership in global operations/manufacturing |
| Wilson Greatbatch Technologies Inc. | Leadership roles (not specified) | Not specified | Medical device industry experience |
| American Home Products (Acufex Microsurgical) | Leadership roles | Not specified | Surgical products experience |
| Johnson & Johnson (Professional Products) | Leadership roles | Not specified | Diversified healthcare operations exposure |
| Andersen Consulting (Accenture) | Management Consultant | Early career | Foundational consulting background |
External Roles
| Organization | Role | Timeframe | Committees/Impact |
|---|---|---|---|
| Baxter International Inc. | Director | Past five years | Former Chairman, President & CEO; board service confirms governance experience in medtech |
| Walgreens Boots Alliance, Inc. | Director | Past five years | Served on Compensation Committee, adding pay governance expertise |
| State Street Corporation | Director | Prior (dates not specified) | Served on Executive Compensation Committee; financial services interlock experience |
| Analog Devices, Inc. | Director | Prior (dates not specified) | Technology/semiconductor board experience |
| EMC Corporation | Director | Prior (dates not specified) | Enterprise technology governance exposure |
| Partners In Health | Board of Trustees | Current (not dated) | Non-profit governance, public health perspective |
| Northwestern University | Board of Trustees | Current (not dated) | Academic governance; stakeholder engagement |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Independent under NYSE standards and BAC’s Categorical Standards |
| Committee memberships | Audit Committee; Compensation and Human Capital Committee |
| Committee chair roles | None (member on both committees) |
| Audit Committee qualifications | All members are financially literate and qualify as “audit committee financial experts” under SEC rules |
| 2024 committee meeting frequency | Audit Committee: 14 meetings; Compensation & Human Capital Committee: 8 meetings |
| Board meeting attendance | Each incumbent director (excluding a 2025 appointee) attended at least 75% of aggregate Board and committee meetings in 2024; all directors at the time attended the 2024 annual meeting |
| Executive sessions | Independent directors held 13 executive sessions in connection with Board meetings in 2024 (led by Lead Independent Director) |
| Lead Independent Director | Lionel L. Nowell III (context for governance framework) |
| Succession protocols | Corporate Governance Guidelines include emergency succession for Lead Independent Director and Board Chair |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash award (non-management directors) | 120,000 | Standard director cash retainer |
| Committee chair cash retainers | N/A | Almeida not a chair; chairs received $40,000 (Audit/ERC) or $30,000 (Compensation/Corporate Governance) in 2024 |
| Lead Independent Director incremental cash | N/A | LID incremental cash award $75,000 in 2024 (context, not applicable to Almeida) |
| Component | 2025 Program (approved) ($) | Notes |
|---|---|---|
| Annual cash award (non-management directors) | 130,000 | Effective as of 2025 annual meeting |
| Committee chair cash retainers (all committees) | 50,000 | Increased to acknowledge chair responsibilities |
| Lead Independent Director incremental restricted stock | 175,000 | Increased for expanding time commitment |
| Annual restricted stock award (non-management directors) | 280,000 | Increased for 2025 cycle |
Performance Compensation
| Component | 2024 Detail |
|---|---|
| Restricted stock award (grant-date fair value) | $270,000; number of shares determined by dividing award value by NYSE closing price on grant date |
| Unvested shares or stock units as of 12/31/2024 | 7,045 for Almeida |
| Vesting schedule | One-year vesting; prorated vesting if director retires before vest date; forfeiture of unvested amount |
| Dividend rights | Dividends accrue during vesting and pay when award vests; dividend equivalents credited on deferrals into stock accounts |
| Deferral elections | Directors may defer restricted stock or cash awards into stock or cash accounts under the Director Deferral Plan |
| Hedging/pledging/retention | Hedging prohibited; pledging of equity-based awards prohibited; directors must hold restricted stock until termination of service (except to pay taxes) |
| Options/SARs | Board has not granted stock options or SARs since 2008 |
Other Directorships & Interlocks
| Company | Role | Committee/Position | Potential Interlock/Considerations |
|---|---|---|---|
| Walgreens Boots Alliance, Inc. | Director | Compensation Committee | Human capital/pay governance expertise; consumer/retail ecosystem knowledge |
| State Street Corporation | Director (prior) | Executive Compensation Committee | Financial services governance experience; industry interlock historically (no current service noted) |
| Analog Devices, Inc. | Director (prior) | — | Technology/semiconductor domain governance |
| EMC Corporation | Director (prior) | — | Enterprise tech governance |
| Baxter International Inc. | Director (past five years) | — | Medtech operations, global regulatory |
Related-party/ordinary-course relationships reviewed: BAC provided ordinary course financial products/services to some directors and affiliates (including Almeida), and purchased products/services from entities where some directors are or were executives; all fees were below NYSE and BAC thresholds and determined not material by the Board .
Expertise & Qualifications
- Retired CEO with experience in complex, highly regulated businesses; strategic planning and global operations experience .
- Audit literacy and compensation governance exposure via committee service at BAC; member of Audit Committee that qualifies all members as SEC “financial experts” .
- Cross-industry perspective from leadership roles spanning medtech, healthcare products, manufacturing, and consulting .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Common stock beneficially owned (as of 3/3/2025) | 20,935 | Less than 1% of BAC outstanding shares |
| Deferred director stock awards | — | No deferred director stock units reported for Almeida |
| Unvested restricted stock or stock units (director awards) | 7,045 | As of 12/31/2024 |
| Ownership % of class | <1% | All directors and executives individually own <1% |
| Shares pledged as collateral | None | Pledging of equity-based awards prohibited under BACEP; hedging prohibited |
| Stock ownership/retention requirements | Must hold restricted stock until termination of service (tax exceptions); all non-management directors in compliance |
Governance Assessment
-
Positive signals
- Independence affirmed; committee memberships in audit and compensation position Almeida well to influence financial reporting integrity and pay governance .
- Attendance at least 75% and participation in a Board conducting 13 independent executive sessions in 2024 suggests active oversight and engagement .
- Director pay structure is balanced (cash + time-based equity), with robust retention requirements, hedging/pledging prohibitions, and no option grants since 2008—aligning incentives without excessive risk .
- Compensation committee uses an independent consultant (Semler Brossy) with no other services to BAC—reducing consultant conflicts .
-
Monitoring points
- Ordinary-course relationships (financial services provided to Almeida/affiliates and purchases from entities where directors serve) were reviewed and deemed non-material; continue monitoring for changes in scale or terms that could cross thresholds .
- 2025 increases in director compensation (cash to $130k, equity to $280k; chair cash to $50k) reflect rising time commitments; ensure pay remains commensurate with responsibilities and performance outcomes .
-
RED FLAGS
- None disclosed for Almeida: no pledging/hedging, no related-party transactions deemed material, no attendance concerns noted .