Thomas Woods
Director at BAC
Board
About Thomas Woods
Thomas D. Woods (age 72) is an independent director at Bank of America (BAC), serving since April 2016. He is a veteran financial services executive and former Vice Chairman and Senior EVP at CIBC, with prior roles as CFO and Chief Risk Officer, bringing deep risk management, financial reporting, and corporate strategy expertise to BAC’s board. He is independent under NYSE and BAC’s categorical standards and attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canadian Imperial Bank of Commerce (CIBC) | Vice Chairman & Senior EVP | 2013–2014 | Senior leadership during post-crisis period |
| CIBC | Chief Risk Officer | 2008–2013 | Led risk culture; chaired Asset Liability Committee; regulator liaison |
| CIBC | Chief Financial Officer | 2000–2008 | Financial reporting & controls |
| CIBC/Predecessors (Wood Gundy) | Various senior roles incl. Controller, CFO of CIBC World Markets; Head of Canadian Corporate Banking | Began 1977 | Investment banking and corporate banking leadership |
| Hydro One Limited (TSX) | Chair of Board | 2018–2019 | Governance oversight |
| Alberta Investment Management Corp. | Director | 2015–2024 | Oversight at major Canadian asset manager |
| Jarislowsky Fraser Limited | Director | 2016–2018 | Governance at investment manager |
| DBRS Limited/DBRS, Inc. | Director | 2015–2016 | Credit ratings governance |
| TMX Group Inc. | Director | 2012–2014 | Market infrastructure oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch International (MLI, BAC UK broker-dealer subsidiary) | Director; Chair, Risk Committee; Member, Governance Committee | Current | Risk oversight for UK subsidiary |
| BofA Securities Europe S.A. (BofASE, BAC French broker-dealer subsidiary) | Director | Appointed Jan 29, 2024 | European subsidiary oversight |
| Institute of Corporate Directors (Institut des Administrateurs de Sociétés) | Chair, Board of Directors | Current | Director education & governance standards |
| Cordiant Capital Inc. | Advisory committee member | Current | Global infrastructure advisory |
| University of Toronto | College of Electors | Current | University governance |
| Catholic Health Sponsors of Ontario | Director | Current | Nonprofit healthcare governance |
| St. Michael’s Hospital Foundation | Director | Current | Philanthropy oversight |
Other U.S.-listed public company boards: None .
Board Governance
- Committees: Corporate Governance Committee (CGC) member and Enterprise Risk Committee (ERC) member; not a committee chair at BAC (CGC had 7 meetings; ERC had 11 meetings in 2024) .
- Independence: Affirmed independent along with all directors except the CEO; ordinary-course relationships reviewed did not impair independence .
- Attendance: All incumbent directors (including Woods) attended at least 75% of aggregate Board and committee meetings in 2024; Board held 13 independent executive sessions .
- Expertise: Financial services, risk management, and audit/financial reporting—aligned with ERC oversight of BAC’s Risk Framework and cybersecurity risk, and CGC’s governance practices .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $120,000 | Non-management director annual cash award |
| Stock awards (restricted stock) | $270,000 | One-year vest; dividends accrue and pay at vest |
| Other compensation | $231,262 | Subsidiary board retainers: MLI (£110,000) and BofASE (€90,000, prorated); converted at 0.78 GBP/USD and 0.92 EUR/USD |
| Total (2024) | $621,262 |
Program updates effective 2025 (boardwide): non-management director cash increased to $130,000 and restricted stock increased to $280,000; committee chair cash retainers increased to $50,000; Lead Independent Director incremental restricted stock increased to $175,000; new director compensation limit in BACEP of $1,000,000 total value per year (cash + shares), subject to limited exceptions .
- Deferral & Holding: Directors may defer cash or stock via the Director Deferral Plan; directors must hold restricted stock until termination; hedging and pledging equity-based awards are prohibited .
Performance Compensation
Directors do not receive performance-based equity with metrics; annual director equity is time-based restricted stock with a one-year vest and dividend accrual payable at vest. No options are granted to directors .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| MLI (UK) | BAC subsidiary | Director; Chair Risk Committee; Governance Committee member | Aligned with BAC oversight; compensated via subsidiary retainers; ordinary course |
| BofASE (France) | BAC subsidiary | Director | Aligned with BAC EU operations; compensated via subsidiary retainers |
| U.S.-listed boards | External | None | No external U.S.-listed interlocks |
- Related-party transactions: BAC reviewed ordinary-course relationships (financial products/services provided to directors or affiliated entities; purchases from entities where directors or immediate family were executives) and determined they were below thresholds and did not impair independence; Woods is among directors with such ordinary-course relationships reviewed . BAC’s related-person transaction policy requires CGC approval/ratification considering arm’s-length terms, materiality, independence, reputational risk, and regulatory acceptability .
Expertise & Qualifications
- Risk management leader: Former CRO and CFO at CIBC; chaired ALCO; regulator liaison—directly relevant to ERC responsibilities for risk appetite, CCAR, and cybersecurity oversight .
- Financial reporting & audit: CFO experience and audit/financial reporting expertise—supports Audit/financial literacy standards .
- International perspective: Service on BAC’s UK and EU broker-dealer boards helps oversee European subsidiary risks .
Equity Ownership
| As of March 3, 2025 | Shares/Units | Details |
|---|---|---|
| Common stock beneficially owned | 118,460 | Includes 50,003 shares with shared voting/investment power with spouse; and 25,000 shares with shared investment power with spouse |
| Deferred director stock awards | — | None shown |
| Unvested director restricted stock/units (12/31/24) | 3,796 | From 2024 director grant |
| Ownership as % of shares outstanding | <1% | Directors and executive officers each <1% |
| Options outstanding | None | No outstanding stock options |
| Hedging/Pledging | Prohibited for directors; stock must be retained until service ends |
Governance Assessment
- Board effectiveness: Woods’ extensive CRO/CFO background strengthens ERC’s risk oversight and CGC’s governance rigor; his subsidiary board leadership (MLI Risk Committee Chair) adds practical risk governance experience in regulated markets .
- Independence & attendance: Independent, with 2024 attendance ≥75%; Board held 13 executive sessions, maintaining robust independent oversight .
- Compensation alignment: Director pay comprises cash and time-based restricted stock; holding requirements, hedging/pledging prohibitions, and new annual cap enhance alignment and mitigate governance risk .
- Conflicts & related-party exposure: Ordinary-course relationships reviewed and below thresholds; subsidiary board retainers disclosed in “Other compensation” with transparent conversion; independence affirmed—low conflict risk signaled .
- Signals for investors: Strong risk expertise and subsidiary oversight support confidence in BAC’s risk governance; clear director compensation governance and limits reduce pay-related red flags. BAC’s say-on-pay support at 91.4% underscores shareholder confidence in compensation governance .
RED FLAGS: None disclosed specific to Woods. No pledging or hedging of BAC stock; no external U.S.-listed interlocks; related-party dealings reviewed and below thresholds .
Context: BAC emphasizes independent leadership (Lead Independent Director), rigorous board evaluation, and shareholder engagement; 2024 say-on-pay approval 91.4% reflects governance support .