BANK OF AMERICA CORP (BAC)
Sector: Financials
2026 Annual Meeting Analysis
BANK OF AMERICA CORP · Meeting: May 4, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Electing directors
Long-tenured director (since 2012) with deep audit and financial expertise; BAC's 3-year total return of +87.5% is strong positive, and the gap versus the XLF benchmark (+23.7pp ahead) and peer group median (-27.2pp behind) both fall well below the applicable 65pp trigger threshold; no overboarding (2 public boards), no attendance issues.
Director since September 2022, fewer than 24 months overlap with the 3-year measurement window, qualifying for the new-director exemption from the TSR trigger; no overboarding (0 public boards after Baxter/Walgreens exits), no attendance issues.
Director since 2013 with strong CEO-level and global operations experience; TSR trigger does not apply (3-year gap vs. peer median -27.2pp, well below the 65pp threshold for strong positive TSR); serves on 3 other public company boards, which meets but does not exceed the 4-board policy limit.
Long-tenured director (since 2006) serving as Compensation Committee chair; TSR trigger does not apply (peer gap -27.2pp, threshold 65pp); serves on 2 other public company boards; no attendance issues.
Appointed January 2025, well within the 24-month new-director exemption from the TSR trigger; brings cybersecurity and technology expertise; serves on 2 other public company boards; no flags.
Executive director (Chair and CEO) subject to the same TSR trigger as all other directors; the 3-year peer gap of -27.2pp is well below the 65pp threshold applicable to strong positive absolute TSR (+87.5%); no overboarding (0 outside public boards); vote on his directorship is independent of the Say on Pay evaluation.
Lead Independent Director since 2013 with strong financial expertise; TSR trigger does not apply (peer gap -27.2pp vs. 65pp threshold); serves on 2 other public company boards; no attendance issues.
Director since 2019 with CEO and CFO-level financial expertise; TSR trigger does not apply; serves on 1 other public company board; no attendance issues.
Director since October 2018 (effective tenure over 3 years) with deep financial services and risk expertise; TSR trigger does not apply (peer gap -27.2pp vs. 65pp threshold); serves on 0 other U.S.-listed public company boards; no flags.
Director since 2016 with CEO-level and financial expertise, serving as Corporate Governance Committee chair; TSR trigger does not apply; serves on 0 current U.S.-listed public company boards (Kimberly-Clark and Whirlpool were past five years only); no flags.
Director since 2016 with deep financial services risk management experience; TSR trigger does not apply (peer gap -27.2pp vs. 65pp threshold); no current U.S.-listed public company board seats outside BAC; no flags.
Director since 2017 with technology, cybersecurity, and risk expertise; TSR trigger does not apply; serves on 1 other public company board; the proxy discloses that her brother is employed by the company in a non-executive, commission-based role with no involvement by Dr. Zuber in his compensation — this does not rise to the level of a familial-relationship-to-senior-management concern under the policy.
All 12 director nominees receive a FOR vote. BAC's 3-year absolute total return of +87.5% is strongly positive, and while the stock trails the company-disclosed peer group median by 27.2 percentage points over three years, this is well below the 65-percentage-point threshold required to trigger an against vote for companies with strong positive absolute returns. The new-director exemption applies to Ms. Martinez (joined January 2025). No director is overboarded, and all attended at least 75% of meetings. Dr. Zuber's familial relationship (brother employed in a non-executive, arm's-length role) does not trigger the policy's familial-relationship flag, which targets proximity to senior management.
Say on Pay
✓ FORCEO
Brian T. Moynihan
Total Comp
$33,711,521
Prior Support
73.6%%
CEO Brian Moynihan received total compensation of approximately $33.7 million as reported in our database (the proxy discloses a board-determined figure of $41.0 million for 2025 performance year, which includes equity awarded in early 2026; the reported Summary Compensation Table figure is used for benchmarking). The pay structure is strongly performance-oriented — the proxy confirms 96.3% of total CEO pay is equity-based, with half of variable pay in performance stock awards subject to three-year financial goals (return on assets and growth in adjusted tangible book value), which is well above the 50-60% variable pay threshold and reflects genuine long-term performance conditions rather than time-vesting alone. The prior year Say on Pay received 73.6% support, which is above the 70% threshold that would require a no vote for failure to respond; the company engaged extensively with shareholders and enhanced performance standards for the 2025 performance stock award program, demonstrating responsiveness. No individual executive or aggregate compensation flags were triggered under the benchmark thresholds.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include the auditor fee table or tenure disclosure needed to evaluate the non-audit fee ratio or tenure triggers; under the policy, when tenure cannot be confirmed from the filing, the default is FOR with a note that tenure data is unavailable. No material restatements are disclosed, and PricewaterhouseCoopers is a Big 4 firm fully adequate for a company of BAC's size and complexity.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Shareholder Proposal 4 (details not fully reproduced in provided filing text)
The provided filing text does not reproduce the full text of Proposal 4, making it impossible to identify the specific filer, the precise ask, or the prior-year vote percentage required for a fully informed evaluation. The proxy does note that shareholders were supportive of the board's position against shareholder proposals at the 2025 annual meeting, suggesting prior support was below meaningful thresholds. In the absence of sufficient information to affirmatively support the proposal, and given the board's opposition and prior shareholder support for the board's stance, the determination defaults to AGAINST.
Proposal 5
Shareholder Proposal 5 (details not fully reproduced in provided filing text)
The provided filing text does not reproduce the full text of Proposal 5, making it impossible to identify the specific filer, the precise ask, or the prior-year vote percentage required for a fully informed evaluation under the stockholder proposal framework. The proxy notes that shareholders supported the board's position against shareholder proposals at the 2025 annual meeting, indicating prior support was not at a level that would create a strong presumption in favor. Without sufficient information to affirmatively support the proposal, and given the board's opposition and low prior shareholder enthusiasm, the determination defaults to AGAINST.
Overall Assessment
Bank of America's 2026 annual meeting ballot is straightforward across its core proposals: all 12 director nominees receive FOR votes as the company's strong positive 3-year total return and the peer-group underperformance gap well below the applicable threshold generate no TSR triggers, and the executive compensation program earns a FOR vote given its heavily equity-weighted, genuinely performance-linked structure and management's responsiveness to the prior year's 73.6% Say on Pay result. The two stockholder proposals cannot be fully evaluated due to incomplete text in the provided filing excerpts, but both default to AGAINST based on the board's opposition and shareholder support for the board's position at the prior annual meeting.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing