Sharon Allen
Director at BAC
Board
About Sharon Allen
Sharon L. Allen, age 73, has served on Bank of America’s Board since August 2012 and is an independent director with deep audit, financial reporting, and corporate governance expertise; she is the former Chairman of Deloitte LLP and chaired Deloitte Touche Tohmatsu Limited’s Global Risk Committee while serving on its Global Board . At BAC, Allen chairs the Audit Committee and also serves on the Corporate Governance Committee, bringing an international perspective on risk management and strategic planning developed over a nearly 40-year career at Deloitte . All BAC directors other than the CEO were affirmed independent in early 2025, including Ms. Allen, and all directors attended at least 75% of aggregate Board and committee meetings in 2024, with the Board holding 13 executive sessions that year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Chairman of the Board | 2003–2011 | Led U.S. member firm; oversight of major multinational client relationships |
| Deloitte Touche Tohmatsu Limited (DTTL) | Global Board Member; Chair, Global Risk Committee; U.S. Representative, Global Governance Committee | 2003–2011 | Global risk oversight; governance leadership across DTTL |
| YMCA of the USA | Director and Chair, National Board | Not disclosed | Leadership at leading nonprofit; governance experience |
| Autry National Center | Vice Chair, Board of Trustees | Not disclosed | Governance for museum institution |
| President’s Export Council | Member (Presidential Appointment) | Not disclosed | Advised U.S. President on export enhancement |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| Albertsons Companies, Inc. | Director | Audit & Risk Committee; Chair, Governance, Compliance & ESG Committee | Current U.S.-listed public company board |
| First Solar, Inc. | Former Director | Chair, Audit Committee; Member, Technology Committee | Held during past five years |
Board Governance
- Committee assignments: Audit Committee Chair; Corporate Governance Committee member .
- Audit Committee met 14 times in 2024; all members independent and qualify as “audit committee financial experts” under SEC rules .
- Corporate Governance Committee met 7 times in 2024; oversight of Board processes, succession planning, annual self-evaluations, sustainability (excluding human capital), and shareholder engagement .
- Independence: Board affirmed Allen’s independence under NYSE and BAC categorical standards in early 2025 .
- Attendance: Each incumbent director attended ≥75% of aggregate Board/committee meetings in 2024; all directors at the time attended the 2024 annual meeting; independent directors held 13 executive sessions led by the Lead Independent Director .
- Audit Committee Report: As Chair, Allen signed the Committee’s report recommending inclusion of BAC’s 2024 audited financial statements in the 10-K and confirming PwC’s independence .
Fixed Compensation
| Component (2024) | Amount (USD) | Details |
|---|---|---|
| Cash Award (base for non-management directors) | $120,000 | Annual cash paid after election; prorated for mid-year service |
| Incremental Cash – Audit Committee Chair | $40,000 | Recognizes chair responsibilities/time commitment |
| Restricted Stock Award | $270,000 | One-year vesting; number of shares based on grant-date closing price; dividends accrue and are paid at vesting |
| Total 2024 Director Pay – Sharon L. Allen | $430,000 (Cash $160,000; Stock $270,000; Other $0) | No meeting fees; no options granted since 2008 |
2025 program changes (effective after 2025 annual meeting for elected directors):
- Cash award increased to $130,000 and restricted stock award to $280,000 for non-management directors; Committee chair incremental cash awards increased to $50,000; Lead Independent Director incremental RS award increased to $175,000 .
- New director compensation limit: subject to approval of Proposal 4, total annual value of director awards plus cash fees capped at $1 million, with limited exceptions .
Performance Compensation
| Feature | Directors (BAC program) | Terms |
|---|---|---|
| Award type | Restricted stock (non-employee directors) | Granted under BACEP; annual award |
| Vesting | One year (or next annual meeting if earlier; counts against 5% exception pool if <50 weeks) | Pro rata vesting upon retirement before vest; full vest on death or change-in-control |
| Dividends | Accrue during vesting; paid when award vests; never paid before vesting | |
| Deferral | Electable into Director Deferral Plan as stock units; paid in cash post-retirement; dividend equivalents accrue on stock units | |
| Performance metrics | None for non-management director equity awards (time-based vesting only) | |
| Hedging/Pledging | Hedging prohibited by Code; pledging of equity-based awards prohibited by BACEP |
Other Directorships & Interlocks
| Director | Current U.S.-listed Boards | Notes on Potential Interlocks |
|---|---|---|
| Sharon L. Allen | Albertsons Companies, Inc. | BAC policy reviewed ordinary-course relationships; Board concluded no material relationships affecting independence for directors; affirmatively independent |
- Related person transactions policy requires Corporate Governance Committee approval/ratification; ordinary-course financial services to directors/family/affiliates on market terms are excluded and did not impair independence; extensions of credit were ordinary, on non-preferential terms, and did not involve abnormal risk .
Expertise & Qualifications
- Financial expertise in audit/financial reporting; extensive risk management and strategic planning background from leading Deloitte and global governance roles .
- Public company board leadership across highly regulated, complex businesses; governance experience as committee chair at Albertsons and formerly at First Solar .
Equity Ownership
| Item (as of March 3, 2025) | Shares/Units | Notes |
|---|---|---|
| Common stock beneficially owned | 99,927 | Includes 1,000 shares with shared voting/investment power with spouse |
| Deferred director stock awards (stock units under DDP) | 31,623 | Not beneficially owned under SEC rules; paid in cash post-retirement |
| Unvested restricted stock/stock units outstanding (Dec 31, 2024) | 7,046 | Annual director grant; one-year vesting |
| Total reported (stock + other stock units) | 131,550 | Directors individually own <1% of class |
- Retention requirements: directors must hold restricted stock received as compensation until termination of service (except for tax sales); all non-management directors in compliance .
- Hedging prohibited; pledging of equity-based awards prohibited .
Governance Assessment
- Audit oversight strength: As Audit Committee Chair, Allen led a committee of five independent “financial experts” that met 14 times in 2024 and recommended inclusion of audited 2024 financials, after reviewing PwC independence, internal control effectiveness, and PCAOB-required matters—supportive of investor confidence in BAC’s financial reporting .
- Independence and engagement: Board affirmatively determined Allen is independent; directors attended ≥75% of meetings and held 13 executive sessions, indicating active oversight and robust independent board leadership .
- Pay-for-performance alignment (director context): Director equity is time-based without performance metrics, but retention requirements, hedging/pledging prohibitions, and a new $1 million cap constrain risk and align with shareholders; no stock options have been granted since 2008, reducing risk of option-related misalignment .
- Ownership alignment: Allen’s direct holdings and deferred stock units, plus annual RS awards, demonstrate material alignment relative to director role; individual director holdings are <1% of shares outstanding as expected for board members .
- Conflicts and related parties: BAC’s policy and 2025 independence review found ordinary-course relationships immaterial; no related-party transactions involving Allen requiring disclosure beyond policy statements—no red flags identified .
RED FLAGS
- None disclosed for Allen: no pledging of equity-based awards permitted; no meeting fees; director awards are time-based and capped; independence affirmed; attendance threshold met .
Notes on Director Compensation Structure
- 2024 cash: $120,000 base + $40,000 audit chair retainer for Allen; 2024 equity: $270,000 restricted stock with one-year vest; dividends accrue and pay at vest .
- 2025 changes: increases to base and equity, higher chair cash retainers, and compensation cap—all effective post-2025 annual meeting for elected directors .