Matthew Koder
President, Global Corporate & Investment Banking at BAC
Executive
About Matthew Koder
Matthew M. Koder is President, Global Corporate & Investment Banking (GCIB) at Bank of America; he has held this role since December 2018 and became a named executive officer in October 2021 . As of February 25, 2025, filings list his age as 53 . GCIB delivered $13.3B revenue and $3.9B net income in 2024, with #3 global investment banking fee ranking and year-over-year market share gains (Dealogic), supporting a 21% increase in his 2024 performance-year total compensation to $20.0M . PRSUs are re-earned on three-year average ROA and adjusted tangible book value (TBV) growth; recent cycles paid at 100% of target based on ROA/TBV outcomes, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bank of America | President, GCIB | Dec 2018–present | #3 IB fee ranking; market share gains; average Global Corporate Banking deposits up 10% YoY to $300.2B in 2024; industry awards (Global Finance; Coalition Greenwich) |
| Bank of America | President, APAC | Mar 2012–Dec 2018 | Led Asia Pacific business prior to moving to GCIB |
External Roles
- No external public company directorships or outside roles are disclosed for Mr. Koder in the executive officer biographies; filings list internal BAC roles only .
Fixed Compensation
| Metric | 2021 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 666,667 | 1,000,000 | 1,000,000 |
Notes: Base salary increased to $1,000,000 effective September 1, 2021 .
Performance Compensation
| Component | 2021 | 2023 | 2024 |
|---|---|---|---|
| Annual cash incentive ($) | 5,800,000 | 4,650,000 | 5,700,000 |
| PRSUs grant value ($) | 0 (not granted for 2021 performance) | 5,425,000 | 6,650,000 |
| TRSUs grant value ($) | 13,533,333 | 5,425,000 | 6,650,000 |
| Total performance-year compensation ($) | 20,000,000 | 16,500,000 | 20,000,000 |
PRSU metrics and outcomes (company plan standards)
| PRSU cycle | Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2021 PRSUs (ended 12/31/2023) | 3-yr avg ROA | 50% | ≥80 bps | 92 bps | 100% |
| 3-yr avg adjusted TBV growth | 50% | ≥8.5% | 11.09% | 100% | |
| 2022 PRSUs (ended 12/31/2024) | 3-yr avg ROA | 50% | ≥80 bps | 85 bps | 100% |
| 3-yr avg adjusted TBV growth | 50% | ≥8.5% | 11.41% | 100% |
Program design notes: 2024 grants include TRSUs and PRSUs; PRSUs must be re‑earned over three years on ROA and adjusted TBV; target equals maximum (no upside above target); awards are subject to performance-based cancellation and clawback policies .
Recently vested equity (realized)
| Year | Shares/units vested (#) | Value realized ($) |
|---|---|---|
| 2023 | 577,437 | 18,819,897 |
Equity Ownership & Alignment
| Item (as of 3/3/2025) | Amount |
|---|---|
| Common stock beneficially owned (shares) | 794,825 |
| Unvested RSUs (units) – total | 823,680 |
| • TRSUs (units) | 396,010 |
| • PRSUs (units, at target) | 427,670 |
| Ownership as % of shares outstanding | <1% |
Ownership policy and compliance:
- Executive stock ownership guideline: 300,000 shares; retain 50% of net after‑tax PRSUs/TRSUs until retirement; all NEOs are in compliance .
- Anti-hedging: Executives are prohibited from hedging, short sales, and derivative transactions in BAC securities; awards subject to cancellation/recoupment for violations .
Key unvested awards and vesting cadence (as of 12/31/2024):
| Award | Units outstanding | Schedule/notes |
|---|---|---|
| 2021 TRSUs | 45,194 | Vested 2/15/2025 |
| 2022 TRSUs | 140,680 | 50% vested 2/15/2025; 50% vests 2/15/2026 |
| 2023 TRSUs | 91,800 | 1/4 each year 2024–2027 per program design; remaining through 2027 |
| 2023 PRSUs | 122,399 (unearned) | Performance period ends 12/31/2025; settle per schedule, subject to performance-based cancellation |
| 2024 TRSUs | 163,207 | Granted 2/15/2024; subject to post-vesting transfer restrictions; 50% cash-settled for non-CEO NEOs |
| 2024 PRSUs | 163,207 (target) | Performance period 3 years; target equals max; subject to performance/cancellation |
No stock options are outstanding for NEOs as of year-end 2024 .
Employment Terms
- Executive officer since October 2021; President, GCIB since December 2018 .
- Qualifying Termination: Continued award payments per original schedule if age/service conditions met and covenants observed (including not working for a competitive business and non-solicit); Koder has a special eligibility standard under a March 4, 2019 letter agreement .
- Change-in-control: Double-trigger only; if terminated without cause or for good reason within two years post‑CIC, PRSUs are earned at 100% of standard and paid per original schedule; TRSUs continue per schedule; awards remain subject to performance-based cancellation .
- Clawbacks/cancellations: Awards may be canceled/recouped for detrimental conduct or anti‑hedging violations; BAC may claw back incentive comp for certain accounting restatements or misconduct under its Incentive Compensation Recoupment Policy .
Potential payments from RSUs upon termination/CIC (as of 12/31/2024):
| Scenario | Payable immediately ($) | Payable per original schedule, subject to conditions ($) |
|---|---|---|
| Death | 35,503,520 | — |
| Disability | 0 | 35,503,520 |
| Termination w/ good reason or without cause within 2 years post‑CIC | — | 35,503,520 |
| All other terminations (except for cause) | — | 34,315,456 |
Benefits and other terms:
- All other compensation (2024): $26,435 for benefit/tax/financial advisory services; $7,500 employer contributions; $40,521 tax equalization/related fees tied to pre‑April 2019 RSUs from a prior international assignment and agreement pre‑dating executive officer status; no corporate aircraft usage reported for 2024 .
- Pension: Not a participant in BAC’s pension plans; $0 present value .
- Deferred compensation: No participation/balance reported in 2024 .
Investment Implications
- Alignment: High share‑based, deferred awards (PRSUs/TRSUs) with retention requirements and clawbacks tie realized pay to multi‑year ROA/TBV outcomes; recent PRSU cycles re‑earned at 100% underscore linkage to ROA and TBV performance . Say‑on‑pay support (91.4% in 2024) and benchmarking to a primary competitor group reinforce mainstream governance practices .
- Retention and overhang: Significant unvested equity (notably TRSUs vesting mid‑February 2025/2026 and multi‑year PRSUs) creates retention hooks and aligns incentives; monitor Form 4 activity around scheduled vesting dates, which cluster in mid‑February under program design .
- Risk posture: No stock options outstanding; robust anti‑hedging and recoupment policies; double‑trigger CIC; Qualifying Termination requires non‑compete/non‑solicit compliance—features that mitigate risk of misaligned windfalls .
- Segment execution: GCIB delivered $13.3B revenue/$3.9B net income in 2024 with #3 global fee ranking and deposit growth, supporting the 21% YoY increase in 2024 compensation to $20.0M while preserving pay‑for‑performance balance across cash and equity .