Monica Lozano
Director at BAC
Board
About Monica Lozano
Monica C. Lozano is an independent director of Bank of America, serving since 2006; she is Chair of the Compensation and Human Capital Committee (CHCC) and a member of the Enterprise Risk Committee (ERC). She is 68, a former CEO of College Futures Foundation and former Chair of U.S. Hispanic Media/ImpreMedia, with core credentials in public policy, human capital, and public company board leadership; she also serves on the boards of Apple Inc. and Target Corporation. The Board has affirmatively determined she is independent under NYSE and BAC categorical standards. In 2024, each incumbent director (including Lozano) attended at least 75% of aggregate Board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| College Futures Foundation | Chief Executive Officer; Director | CEO: Dec 2017–Jul 2022; Director: Dec 2019–Jul 2022 | Led strategy to increase bachelor’s degree completion among low-income and underrepresented students in California. |
| U.S. Hispanic Media Inc. (parent of ImpreMedia) | Chair of Board | Jun 2014–Jan 2016 | Oversight of leading Hispanic news/information company. |
| ImpreMedia LLC | Chairman; CEO; SVP | Chair: Jul 2012–Jan 2016; CEO: May 2010–May 2014; SVP: Jan 2004–May 2010 | Corporate governance and executive leadership; talent, inclusion, and opportunity focus. |
| La Opinión (ImpreMedia subsidiary) | Publisher; CEO | Publisher: 2004–May 2014; CEO: 2004–Jul 2012 | Led largest U.S. Spanish-language daily, bringing deep insights into Hispanic-Latino issues. |
| President’s Economic Recovery Advisory Board | Member | 2009–2011 | Public policy/economic recovery advisory. |
| President’s Council on Jobs and Competitiveness | Member | 2011–2012 | Jobs/competitiveness advisory. |
| California Task Force on Jobs & Business Recovery | Member | Not specified | State economic recovery perspective. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Apple Inc. | Director | Current | Audit and Finance Committee. |
| Target Corporation | Director; Chair of Compensation & Human Capital Management Committee; former Lead Independent Director | Current | Governance & Sustainability Committee; Chair of Comp & HCM Committee. |
| COMEXUS (U.S.-Mexico Commission) | Member | Not specified | Binational business/education/cultural ties. |
| Weingart Foundation | Director | Not specified | Philanthropy/community investment. |
| University of California (Regents) | Chair of Board of Regents (prior) | Not specified | Governance of UC system. |
| The Rockefeller Foundation; USC Board of Trustees | Trustee (prior) | Not specified | Non-profit/academic governance. |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Committee; Member, Enterprise Risk Committee. CHCC met 8 times in 2024; ERC met 11 times.
- Independence: The Board determined Lozano is independent under NYSE and BAC categorical standards; only the CEO is non-independent.
- Attendance: Each incumbent director attended at least 75% of aggregate Board/committee meetings in 2024; independent directors held 13 executive sessions.
- Shareholder engagement: As CHCC Chair, Lozano actively joined investor meetings; shareholders appreciated her responsiveness and engagement.
- Outside board service policy: Directors may serve on ≤4 public company boards (including BAC); CEO-directors ≤2; all nominees comply.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer + chair fees | $150,000 | Includes $120,000 non-management director cash award plus $30,000 CHCC chair cash retainer. |
| Restricted stock award (time-based) | $270,000 | One-year vesting; dividends accrue during vesting and pay at vest; retention required until termination of service. |
| Total | $420,000 | Sum of cash + equity grant-date fair value. |
| Unvested restricted stock/units (as of 12/31/2024) | 7,046 | Unvested director equity (if deferred, stock units). |
Notes:
- Program updates effective with 2025 annual meeting: cash increased to $130,000; restricted stock to $280,000; committee chair cash retainers increased to $50,000; Lead Independent Director incremental equity increased to $175,000.
- Director compensation limit: Amended BACEP proposes an annual cap of $1,000,000 in total value (cash + equity) per non-management director, with limited exceptions.
Performance Compensation
| Feature | Applies to Non-Management Directors? | Details |
|---|---|---|
| Performance-based stock (PSUs/metrics) | No | Director equity is restricted stock with time-based one-year vesting; not performance-conditioned. |
| Stock options/SARs | No | Board has not granted stock options/SARs since 2008. |
| Change-in-control vesting | Yes (equity vesting) | Director restricted stock vests upon death or change in control; prorated vesting if retire before vest date. |
| Dividends/dividend equivalents | Yes (subject to vesting) | Accrue during vest; paid only if/when award vests (subject to forfeiture if not vested). |
| Hedging/pledging limits | Yes | Hedging/speculative trading prohibited; pledging of equity-based awards prohibited. |
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Apple Inc. | Technology | Director; Audit & Finance Committee | Board independence review considered ordinary-course relationships; no material relationships identified for Lozano. |
| Target Corporation | Retail | Director; Chair, Comp & HCM; Governance & Sustainability | Board independence review considered ordinary-course relationships; no material relationships identified for Lozano. |
Expertise & Qualifications
- Public policy and societal/economic issues (Obama councils; California Task Force).
- Human capital and compensation oversight; current CHCC Chair at BAC and committee chair experience at Target.
- Media and community engagement leadership (ImpreMedia/La Opinión).
- BAC institutional knowledge and public company board leadership.
Equity Ownership
| Item (as of Mar 3, 2025 unless noted) | Amount |
|---|---|
| Common stock beneficially owned | 3,000 shares. |
| Deferred director stock awards (stock units; not beneficially owned under SEC rules) | 227,056 units. |
| Unvested restricted stock/stock units (as of 12/31/2024) | 7,046 units. |
| Ownership as % of shares outstanding | <1% (each director <1%). |
| Stock retention requirement compliance | All non-management directors in compliance; cannot sell director restricted stock until termination of service (tax withholding exceptions). |
| Hedging policy | Hedging/speculative trading in BAC securities prohibited for directors. |
Governance Assessment
- Committee leadership: Lozano chairs CHCC, overseeing executive pay and human capital; CHCC uses independent consultant Semler Brossy (no other services to BAC), reinforcing governance quality.
- Independence and attendance: Board determined Lozano is independent; incumbent directors met ≥75% attendance in 2024; independent directors held 13 executive sessions, supporting strong oversight.
- Ownership alignment: Receives annual time-based restricted stock; significant deferred stock units balance; retention and anti-hedging rules enhance alignment.
- Compensation structure: 2024 total $420,000 (cash $150k; equity $270k); 2025 program increases and $1M annual cap for cash+equity signal disciplined director pay governance.
- Conflicts/related parties: Related-person policy requires Corporate Governance Committee approval; independence review listed certain ordinary-course relationships for some directors; Lozano not cited among potentially material relationships; no Lozano-specific related-party transactions disclosed.