Michael White
BANK OF AMERICA CORP /DE/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 .