Maria Martinez
Director at BAC
Board
About Maria Martinez
Maria N. Martinez (age 67) is an independent director of Bank of America, appointed in January 2025; she serves on the Corporate Governance Committee and Enterprise Risk Committee, bringing expertise in technology, cybersecurity, global operations, risk management, and strategic planning . She holds a B.S. in Electrical Engineering from the University of Puerto Rico and an M.S. in Computer Engineering from Ohio State University . Her prior executive roles at Cisco, Salesforce, and Microsoft provide operating experience in complex, global, technology-driven businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Executive Vice President & Chief Operating Officer | 2021–2024 | Oversight of Worldwide Operations; Customer Experience; Security & Trust; Supply Chain |
| Cisco Systems, Inc. | EVP & Chief Customer Experience Officer | 2018–2021 | Led Services and Customer Success; enhanced customer satisfaction/service delivery |
| Salesforce, Inc. | President/EVP roles: Global Customer Success & LatAm; Sales & Customer Success; Chief Growth Officer; Customers for Life | 2010–2018 | Growth, customer success, global operations leadership |
| Microsoft Corporation | Managed Global Services (professional services/customer support) | 2003–2007 | Enterprise services and support across product portfolio |
| Motorola Solutions; AT&T Bell Laboratories | Various leadership positions | Not disclosed | Technology and telecom industry experience (over four decades) |
External Roles
| Company | Role | Committees |
|---|---|---|
| McKesson Corporation | Director | Compliance Committee member; Chair, Governance & Sustainability Committee |
| Tyson Foods, Inc. | Director | Governance & Nominating Committee; Strategy & Acquisitions Committee |
| Cue Health Inc. (past five years) | Former Director | Audit; Compensation; Chair, Nominating & Governance Committee |
Board Governance
- Independence: The Board affirmed Martinez is independent under NYSE listing standards and the company’s Categorical Standards .
- Committee assignments: Corporate Governance Committee and Enterprise Risk Committee .
- Committee activity levels: Corporate Governance Committee held 7 meetings in 2024; Enterprise Risk Committee held 11 meetings in 2024 .
- Risk expertise: All Enterprise Risk Committee members meet Federal Reserve Enhanced Prudential Standards’ risk expertise requirements .
- Attendance norms: Directors are expected to attend Board, committee, and annual shareholder meetings; all incumbent 2024 directors (Martinez did not serve in 2024) attended at least 75% of meetings; the Board held 13 executive sessions of independent directors in 2024 .
- Director education & onboarding: New directors undergo a six‑month orientation with management and compliance training; ongoing education includes topics such as generative AI, cybersecurity, risk management, macroeconomics, climate strategy, and human capital; expenses for external programs are reimbursed .
Fixed Compensation
| Component | 2024 Non‑Management Directors ($) | 2024 Incremental – Lead Independent Director ($) | 2024 Incremental – Audit & ERC Chairs ($) | 2024 Incremental – Comp & Corporate Governance Chairs ($) |
|---|---|---|---|---|
| Cash Award | 120,000 | 75,000 | 40,000 | 30,000 |
| Restricted Stock Award | 270,000 (1‑year vest) | 125,000 | N/A | N/A |
| Program Changes Effective 2025 | Value |
|---|---|
| Base cash retainer | 130,000 |
| Annual restricted stock award | 280,000 |
| Incremental cash – all committee chairs | 50,000 |
| Incremental restricted stock – Lead Independent Director | 175,000 |
| Compensation limit for non‑employee directors (cash + equity/year) | $1,000,000 (subject to exceptions) |
- Martinez will receive prorated cash and restricted stock awards from the appointment date (Jan 29, 2025) to the next annual meeting under the non‑employee director program .
- Director deferral plan allows deferral of stock/cash awards into stock or cash accounts; stock units accrue dividend equivalents; cash deferrals earn interest at long-term bond rates .
- Stock retention and alignment: Non‑management directors must hold restricted stock until termination of service (allowed sales only for taxes at vest); all are compliant .
Performance Compensation
| Award Type | Vesting | Dividends | Performance Metrics | Notes |
|---|---|---|---|---|
| Restricted Stock (Directors) | One‑year vest; prorated if retire before vest date; forfeiture of unvested portion | Accrue during vesting; paid at vest | None (time‑based award; no performance conditions disclosed) | Deferrable into stock units under Director Deferral Plan |
- Hedging/pledging: Directors are prohibited from hedging or speculative trading; pledging equity‑based awards is prohibited under the BACEP .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Other U.S.-listed boards | McKesson; Tyson; Cue Health (past five years) |
| Ordinary‑course relationships reviewed for independence | Board considered purchases from entities where certain directors (including Martinez) are or were executives/employees; all were below NYSE/Categorical Standards thresholds and not material |
Expertise & Qualifications
- Technology and cybersecurity leadership; risk management and strategic planning in global operations (Cisco COO; Salesforce and Microsoft senior roles) .
- Academic credentials in electrical and computer engineering .
- Governance experience as chair/member on governance, compliance, strategy committees at McKesson, Tyson, and Cue Health .
Equity Ownership
| Holder | Common Stock Beneficially Owned | Deferred Director Stock Awards (Units) | Unvested Restricted Stock Units | Total |
|---|---|---|---|---|
| Maria N. Martinez | 1,778 | — | — | 1,778 |
- Options/warrants: The proxy states directors and executive officers had no outstanding options or warrants (as of March 3, 2025) .
- Ownership as %: Each director individually owned less than 1% of outstanding common stock .
- Hedging/pledging: Directors prohibited from hedging and pledging equity awards; retention requirement in force; all non‑management directors in compliance .
Insider Trades
| Date | Form | Transaction | Shares/Units | Price | Notes |
|---|---|---|---|---|---|
| Jan 29, 2025 | Appointment disclosure (8‑K) | Initial prorated director awards (cash + restricted stock) to be granted on appointment date | Not disclosed | N/A | Compensation to be granted per non‑employee director program; prorated to next annual meeting |
No Form 4 transactions are disclosed in the proxy; initial grant details (quantities) are not provided in public documents above .
Governance Assessment
- Alignment: Independent status, technology/cybersecurity expertise, and ERC membership support effective oversight of operational and technology risk; ERC members meet Fed risk expertise requirements .
- Compensation structure: Director pay is predominantly fixed cash plus time‑based restricted stock with one‑year vesting and stringent stock retention; hedging and pledging prohibited—positive alignment signals .
- Prudent limits: The amended BACEP imposes a $1,000,000 cap on annual cash+equity for non‑employee directors, with limited exceptions—mitigates pay inflation risk .
- Engagement/attendance baseline: While Martinez did not serve in 2024, the Board maintained strong engagement (13 executive sessions) and expects at least 75% attendance; robust director orientation and continuing education should accelerate her effectiveness .
- Conflicts review: The Board assessed ordinary‑course relationships, including those involving Martinez’s affiliated entities, and determined they are below NYSE/Categorical Standards thresholds and not material—reduces related‑party red flags .