Maria Zuber
Director at BAC
Board
About Maria T. Zuber
Maria T. Zuber (age 66) is an independent director of Bank of America, serving since December 2017. She is the Presidential Advisor for Science and Technology Policy and E.A. Griswold Professor of Geophysics at MIT, and previously served as MIT’s Vice President for Research, leading interdisciplinary labs and MIT’s initial Climate Action Plan. Zuber has led roles on 10 NASA missions, served on the National Science Board (including as Chair), and was appointed Co‑Chair of the President’s Council of Advisors on Science and Technology in 2021 . She is currently a member of BAC’s Corporate Governance Committee and Enterprise Risk Committee, bringing cybersecurity/technology, risk management, and strategic planning expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIT | Vice President for Research | 2013–2024 | Oversaw MIT Lincoln Laboratory and >12 research labs/centers; led MIT’s initial Climate Action Plan |
| MIT | Head, Earth, Atmospheric, and Planetary Sciences Dept. | 2003–2011 | Academic leadership; technology and science oversight |
| NASA | Principal Investigator, GRAIL Mission | 2008–2017 | Led mission to map lunar gravity and internal structure |
| NASA | Geophysicist/Senior Research Scientist | 1986–1992; 1993–2010 | Leadership across instrumentation/scientific experiments on 10 missions |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Textron Inc. | Director; Chair, Nominating & Corporate Governance Committee | Current | Public company board leadership |
| National Science Board | Member; Board Chair (2016–2018) | Appointed 2013; reappointed 2018 | Governing board of National Science Foundation; presidential advisor |
| President’s Council of Advisors on Science and Technology | Co‑Chair | Appointed 2021 | Federal science & tech advisory |
| National Academies Nat’l Science, Tech, & Security Roundtable | Co‑Chair | Current | Policy/strategy forum |
| NASA | Chair, Mars Sample Return Mission Standing Review Board | Current | Program oversight |
| Brown University | Board of Trustees | Current | Higher education governance |
Board Governance
- Independence: Board determined all directors (except CEO) are independent; Zuber is independent under NYSE standards and the company’s categorical standards .
- Committee memberships (2024): Corporate Governance Committee (7 meetings) and Enterprise Risk Committee (11 meetings); all members independent; ERC members satisfy Federal Reserve Enhanced Prudential Standards risk expertise .
- Attendance: Each incumbent director (other than a director appointed in 2025) attended at least 75% of aggregate Board/committee meetings in 2024; all directors at the time attended the 2024 annual meeting .
- Expertise fit: Board actively oversees cybersecurity; ERC and Board receive regular reports from the CISO and CTO; Zuber’s technology and cybersecurity experience is directly aligned with this oversight .
- Executive sessions: Independent directors held 13 executive sessions in connection with Board meetings in 2024 .
- Outside board service policy: Directors may serve on up to 4 public company boards (including BAC); policy requires notice/approval for additional private boards to monitor time commitments; all directors comply .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash award | 120,000 | Non-management director cash retainer |
| Stock award (restricted stock) | 270,000 | One-year vesting; dividends accrue and pay at vest; proration if retiring before vest; forfeiture of unvested amount |
| All other compensation | 0 | No matching/perks above threshold reported for Zuber |
| Total | 390,000 | Sum of fees and stock award |
2025 program changes (affecting Zuber prospectively if re-elected):
- Cash retainer increased to $130,000; restricted stock increased to $280,000; committee chair cash retainers increased to $50,000; Lead Independent Director incremental restricted stock award increased to $175,000 .
- New annual director compensation limit (subject to BACEP approval): total value (cash + equity) capped at $1,000,000, with specified exceptions .
Performance Compensation
| Equity Element | Vesting/Settlement | Performance Linkage |
|---|---|---|
| Director restricted stock award | One-year vesting; dividends accrue during vest; paid at vest; proration on retirement | None disclosed for directors (time-based only) |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlock Notes |
|---|---|---|---|
| Textron Inc. | Director | Chair, Nominating & Corporate Governance | BAC’s independence review found ordinary-course, non-preferential relationships did not constitute material relationships for directors; no material conflicts reported |
Expertise & Qualifications
- Skills highlighted by BAC: cybersecurity/technology/information security, risk management, and strategic planning .
- Science and policy leadership: Co‑Chair, PCAST; National Science Board; leadership of NASA missions and MIT research enterprise .
- Current risk oversight: Member of Enterprise Risk Committee overseeing the company’s Risk Framework and key risk types .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Common stock beneficially owned (shares) | 60,434 | As of March 3, 2025 |
| Deferred director stock awards (units) | — | As of March 3, 2025 |
| Unvested director restricted stock/units (count) | 7,045 | As of December 31, 2024 |
| Ownership guideline compliance | Compliant (company-wide for non-management directors) | Directors must hold restricted stock until termination; hedging/pledging prohibited |
| Hedging prohibition | Prohibited for directors | Company Code of Conduct |
| Pledging of equity awards | Prohibited for directors | BACEP |
Governance Assessment
- Board effectiveness: Zuber’s technology/cybersecurity and risk expertise is additive to BAC’s risk oversight and cybersecurity governance. Her ERC membership aligns with board focus areas, and independence plus attendance expectations support engagement quality .
- Ownership alignment: Meaningful beneficial ownership and director stock retention requirements (hold until termination), combined with prohibition on hedging/pledging, reinforce alignment with shareholders .
- Compensation governance: Director pay structure is simple (cash + time-based equity), and 2025 compensation limit introduces a shareholder-friendly cap; no performance metrics or option awards for directors, reducing pay-risk complexity .
- Shareholder signals: 2024 Say-on-Pay received strong 91.4% support, indicating broad investor confidence in board oversight of compensation programs .
- Potential conflicts/RED FLAGS:
- Related person employment: Zuber’s brother is employed by BAC in a non-executive, non-strategic role; 2024 compensation ~$490,000, primarily commissions-based; company states compensation methodology is consistent with peers and HR policies. Reviewed under BAC related-person policy; extensions of credit/relationships are ordinary-course and below materiality thresholds. Monitor ongoing disclosure but risk appears mitigated by policy and independence determinations .
- Time commitments: Current outside public boards and roles remain within BAC’s outside board service limits; policy requires notification/approval for new commitments .
Overall, Zuber’s profile supports BAC’s oversight depth in technology and risk, with clear independence and aligned ownership. The single noted related-person employment is transparently disclosed and governed by policy thresholds, reducing conflict risk .