Michael White
Director at BAC
Board
About Michael D. White
Michael D. White (age 73) has served on Bank of America’s board since June 2016 and is an independent director. He is a former Chairman, President, and CEO of DIRECTV, with prior senior leadership roles at PepsiCo and Avon; he currently chairs BAC’s Corporate Governance Committee and serves on the Audit Committee, bringing public company board leadership, global operations, strategic planning, and financial expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DIRECTV | Chairman, President & CEO | Jan 2010–Aug 2015 | Led operations and strategic direction in U.S. and Latin America |
| DIRECTV | Director | Nov 2009–Aug 2015 | Board leadership in a regulated, complex business |
| PepsiCo International | Chief Executive Officer | Feb 2003–Nov 2009 | Global leadership; risk and strategy |
| PepsiCo, Inc. | Vice Chairman & Director | Mar 2006–Nov 2009 | Executive leadership at global consumer company |
| PepsiCo/Frito-Lay/Pepsi-Cola | Chief Financial Officer (various divisions) | Various | Financial expertise; audit and reporting |
| Avon Products, Inc. | Senior Vice President | Prior to 1990 | Consumer sector operations |
| Bain & Company; Arthur Andersen & Co. | Management Consultant | Early career | Strategy, finance |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Kimberly-Clark Corporation | Lead Director; Chair, Executive Committee | Past five years | Executive Committee leadership |
| Whirlpool Corporation | Director; Chair, Audit Committee; Member, Corporate Governance & Nominating | Past five years | Audit chair; governance oversight |
| Partnership to End Addiction | Vice Chair | Current | Non-profit leadership |
Board Governance
- Committee assignments: Chair, Corporate Governance Committee; Member, Audit Committee .
- Independence: Board affirmed White is independent under NYSE standards and BAC’s categorical standards .
- Attendance: All incumbent directors (including White) attended at least 75% of aggregate Board and committee meetings in 2024; the Board held 13 executive sessions of independent directors in 2024 .
- Committee activity levels: Audit Committee met 14 times in 2024; Corporate Governance Committee met 7 times in 2024 .
- Corporate Governance Committee scope: Oversees Board governance processes, director succession and evaluations, sustainability activities (excluding human capital), and reviews shareholder input and engagement process .
- Note: In 2025, BAC streamlined the committee’s name to Corporate Governance Committee (from Corporate Governance, ESG, and Sustainability Committee) without changing charter responsibilities .
Fixed Compensation
| Component | 2024 | 2025 (approved for payment post annual meeting) |
|---|---|---|
| Non-management Director Cash Retainer ($) | $120,000 | $130,000 |
| Committee Chair Cash Retainer – Corporate Governance ($) | $30,000 (post-annual meeting) | $50,000 |
| Committee Chair Cash Retainer – Prorated ($) | $9,453 (Jan 1, 2024 to annual meeting) | — |
| Total Cash Fees (disclosed) ($) | $159,453 | — |
Performance Compensation
| Equity Award | 2024 | 2025 (approved for payment post annual meeting) |
|---|---|---|
| Annual Restricted Stock Award ($) | $270,000 | $280,000 |
| Unvested Restricted Shares/Units (#, as of 12/31/2024) | 7,046 | — |
- Vesting and mechanics: Director restricted stock vests after one year; dividends accrue during vesting and pay at vest; pro-rata vesting upon retirement; accelerated vesting on death or change in control; awards may be deferred into stock units under the Director Deferral Plan .
- Performance metrics: None; director equity is time-based only (no incentives tied to TSR/financial metrics) .
Other Directorships & Interlocks
| Company | Relationship to BAC | Interlocks/Notes |
|---|---|---|
| Kimberly-Clark; Whirlpool | External public boards (past five years) | No specific related-person transactions disclosed for White; ordinary-course relationships considered by Board did not list White among directors with referenced counterpart dealings . |
Expertise & Qualifications
- Public company board leadership; retired CEO experience; strategic planning and global operations; financial expertise (CFO roles) .
- As Corporate Governance Committee chair, White contributes to director succession, board evaluations, shareholder engagement oversight, and sustainability oversight (excluding human capital) .
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock beneficially owned (#) | 85,650 |
| Deferred director stock awards (stock units) (#) | 88,590 |
| Unvested restricted stock/units (#) | 7,046 |
| Shares with shared voting/investment power (spouse) (#) | 77,000 |
| Ownership as % of outstanding shares | <1% (individuals and group) |
- Stock retention: Non-management directors must hold restricted stock until termination of service (tax sales excepted); BAC prohibits director hedging/speculative trading and pledging equity awards .
Governance Assessment
- Board effectiveness: White’s dual role as Corporate Governance Committee chair and Audit Committee member strengthens oversight of governance processes, director succession/evaluations, sustainability reporting, and financial integrity—aligned with BAC’s Responsible Growth and risk framework .
- Independence & attendance: Affirmed independent; 2024 attendance met BAC’s requirement; active committee cadence (Audit: 14; Governance: 7) supports engagement .
- Compensation alignment: Mix of cash retainer and time-vested restricted stock promotes long-term alignment; 2025 increases recognize committee chair workload and Lead Independent Director role (not applicable to White) while maintaining a $1 million director compensation cap under BACEP (cash + equity) pending shareholder approval .
- Ownership alignment: Meaningful personal ownership plus deferred stock units; subject to retention requirements and anti-hedging/anti-pledging policies—positive alignment signal .
- Conflicts/related-party exposure: BAC’s related-person review highlighted certain ordinary-course relationships for specified directors; no specific related-person transaction disclosures for White, and services (loans/banking) must be on arm’s-length terms under policy—no flagged conflicts .
- RED FLAGS: None disclosed regarding low attendance, option repricing, hedging/pledging, or related-party transactions; director outside-board service policy caps at four public boards—White’s disclosed external roles are within limits and in past five years .