Lionel Nowell
Lead Independent Director at BAC
Board
About Lionel L. Nowell III
Lead Independent Director at Bank of America (director since January 2013), age 70. Former Senior Vice President and Treasurer of PepsiCo (2001–May 2009), with prior CFO/controller roles at Pepsi Bottling Group and Pillsbury; served as Senior Vice President, Strategy & Business Development at RJR Nabisco (1998–1999). Recognized as “Independent Director of the Year” (Corporate Board Member, 2022); determined independent under NYSE standards and BAC’s categorical standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | SVP & Treasurer | 2001–May 2009 | Oversaw global treasury, capital markets, FX |
| Pepsi Bottling Group / PepsiCo | CFO; Controller | Not disclosed | Corporate finance leadership across divisions |
| RJR Nabisco, Inc. | SVP, Strategy & Business Development | 1998–1999 | Strategy/business development |
| Pillsbury (Diageo plc) | CFO, multiple divisions; Controller; VP Internal Audit | Not disclosed | Financial reporting, audit leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Ecolab Inc. | Director | Current | Audit Committee Chair; Finance Committee member |
| Textron Inc. | Director | Current | Audit Committee Chair |
| American Electric Power Co., Inc. | Director (prior) | 2004–2020 | Audit Chair; Directors & Corporate Governance, Policy, Executive, Finance Committees |
| Reynolds American, Inc. | Lead Director (2017); Director (prior) | 2007–2017 | Board leadership |
Board Governance
- Role: Lead Independent Director; not assigned to standing committees but attends all committee meetings .
- Independence: Independent under NYSE and BAC standards (all directors except CEO independent) .
- Duties: Presides over executive sessions; sets agendas/schedules with CEO; liaises between CEO and independent directors; leads shareholder and regulator engagement; contributes to CEO performance review and succession planning .
- Attendance: All incumbent directors attended ≥75% of aggregate Board/committee meetings in 2024; 13 independent director executive sessions held, led by LID .
- Committee environment: 2024 meetings—Audit (14), Compensation & Human Capital (8), Corporate Governance (7), Enterprise Risk (11); all committees fully independent and chaired by independent directors .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Cash fees | 195,000 | Includes base cash retainer and Lead Independent Director cash increment |
| Stock awards (restricted stock) | 395,000 | Annual director equity plus LID incremental equity |
| All other compensation (matching gifts) | 5,000 | Charitable match program |
| Total | 595,000 |
Program design and 2025 changes:
- 2024 standard: Cash $120,000; restricted stock $270,000; LID incremental cash $75,000; LID incremental restricted stock $125,000; committee chair cash (Audit/ERC $40,000; CHCC/CGC $30,000) .
- 2025 approved increases: Cash $130,000; restricted stock $280,000; LID incremental restricted stock $175,000; all committee chair cash $50,000; capped at $1 million per director per year (cash + equity) under amended equity plan .
- Director deferral plan available; deferrals can be into stock or cash accounts; stock units vest on same schedule as restricted stock .
Stock retention, hedging, pledging:
- Directors must hold restricted stock received as compensation until termination (tax sales permitted); hedging prohibited; equity awards may not be pledged . Company-wide hedging/speculative trading prohibitions apply to directors .
Performance Compensation
Directors do not receive performance-based incentives; equity is time-based restricted stock with one-year vesting.
| Equity Award Term | Detail |
|---|---|
| Annual grant vehicle | Restricted stock; dividends accrue and pay at vest |
| Vesting | One-year vest; prorated if retire before vesting date |
| Retention | Shares retained until termination of service |
| 12/31/2024 unvested units (Nowell) | 10,308 unvested restricted stock units |
Other Directorships & Interlocks
| Company | Sector Relationship to BAC | Interlock Considerations |
|---|---|---|
| Ecolab Inc. | Corporate client potential | No related-party transactions disclosed for Nowell; routine director/affiliate relationships reviewed and under thresholds |
| Textron Inc. | Corporate client potential | Same as above |
BAC policy requires Corporate Governance Committee approval/monitoring of related person transactions >$120,000; certain ordinary-course financial services are excluded if on market terms and compliant with law . BAC’s outside board service policy limits directors to four public boards (incl. BAC); all nominees comply .
Expertise & Qualifications
- Financial expertise and audit/financial reporting; treasury, capital markets, FX (PepsiCo Treasurer) .
- Strategic planning; risk management; public company board leadership; extensive shareholder engagement as LID .
- Governance leadership recognized externally (Independent Director of the Year, 2022) .
Equity Ownership
| Category | Amount (units/shares) |
|---|---|
| Common stock beneficially owned | 3,930 |
| Deferred director stock awards (DDP units) | 175,742 |
| Unvested restricted stock units (12/31/2024) | 10,308 |
| Total reported (common + other stock units) | 179,672 |
- Ownership percentage: Each director beneficially owns <1% of outstanding BAC common stock .
- No stock options outstanding for directors/executives; BAC prohibits hedging/pledging; directors in compliance with retention requirements .
Governance Assessment
- Strengths: Highly empowered Lead Independent Director with robust authorities; strong engagement with institutional shareholders (Nowell led/participated in 37 meetings covering ~41% of institutional shares) ; independent Board/committee leadership; consistent director attendance; clear policies on hedging/pledging and retention .
- Compensation alignment: Director pay balanced between cash and equity; LID increments reflect substantial time commitment and regulatory/shareholder engagement; 2025 program modestly increases retainers and institutes a $1 million cap, supporting governance discipline .
- Potential risks/flags: Combined CEO/Chair structure persists; mitigated by a strong LID role and recurring shareholder votes rejecting mandated independent chair . External board service at Ecolab and Textron within BAC limits; no related-party transactions disclosed for Nowell .
- Shareholder confidence signals: 2024 Say-on-Pay passed with 91.4% approval; LID central to outreach and responsiveness on compensation and governance disclosures .