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Letter from our Chairman and
Chief Executive Officer

Letter from our
Lead Independent Director     

Dear Fellow Stockholders:

We are pleased to invite you to the 2019 annual meeting of stockholders, to be held April 24, 2019 at 10:00 a.m., Eastern time, at the Hilton Charlotte Center City on 222 East Third Street in Charlotte, North Carolina.

During the meeting, we will provide an update on the company and how Responsible Growth delivered for stockholders in 2018. It’s also a good opportunity for us to hear directly from you.

Your voice and your vote are important. For the 2019 annual meeting of stockholders, Bank of America again will make a $1 charitable donation for every stockholder account that votes.

This year, we will make contributions to the American Red Cross. Your voting participation in the 2018 annual meeting of stockholders resulted in our contributing $919,000 to Habitat for Humanity.

Please read the proxy materials and follow the voting instructions to ensure your shares are represented at the meeting.

Sincerely,

Brian Moynihan

Chairman and Chief Executive Officer

Dear Fellow Stockholders:

The independent directors and I join Brian in inviting you to attend our company’s 2019 annual meeting of stockholders.

The Board values input from our stockholders as the company executes our long-term strategy. As the Board’s Lead Independent Director, I meet regularly with investors. I share investors’ viewpoints with the Board, and that input enhances our decision-making.

During 2018, our dialogue again covered broad-ranging topics, including the company’s financial success; the Board’s governance practices and composition; the Board’s role in strategic planning, risk management, and in overseeing the company’s Responsible Growth execution; the company’s environmental and social initiatives; and my role as Lead Independent Director.

So that all stockholders have the opportunity to hear directly from our Board members, video interviews of each director discussing our company’s governance practices and what Responsible Growth means to us are available at www.bankofamerica.com/annualmeeting.

I encourage you to read our 2019 Proxy Statement, our 2018 Annual Report, and the other proxy materials.

Our Board remains committed to building long-term value in the company and returning excess capital to our stockholders. On behalf of the directors, I join Brian and the management team in thanking you for choosing to invest in Bank of America.

Sincerely,

Jack O. Bovender, Jr.

Lead Independent Director

April 24, 2019

10:00 a.m., Eastern time

Hilton Charlotte Center City

222 East Third Street

Charlotte, North Carolina 28202                                

Electing the 16 directors named in the proxy statement

A proposal approving our executive compensation (an advisory, non-binding “Say on Pay” resolution)

A proposal ratifying the appointment of our independent registered public accounting firm for 2019

A proposal amending our key employee equity plan

Stockholder proposals, if they are properly presented at our annual meeting

Any other business that may properly come before our annual meeting

PROXY STATEMENT SUMMARY  

Online

www.proxyvote.com

By Mail

Complete, sign, date, and return your

proxy card in the envelope provided

By Phone

Call the phone number located on the

top of your proxy card

In Person

Attend our annual meeting and vote

by ballot

PROPOSALS FOR YOUR VOTE

        BOARD VOTING RECOMMENDATION         

        PAGE        

1.  Electing Directors

FOR

each nominee

2.  Approving Our Executive Compensation
(an Advisory, Non-binding “Say on Pay” Resolution)

3.  Ratifying the Appointment of Our
Independent Registered Public Accounting Firm for 2019

4.  Approving the Amendment of the
Bank of America Corporation Key Employee Equity Plan

5.  Stockholder Proposals

AGAINST

80

The American Red Cross name, emblems and copyrighted materials are used with its permission and are not an endorsement of Bank of America and its goods and services.

  PROXY STATEMENT SUMMARY

What would you like the power to do?

At Bank of America, we ask this question every day of all those we serve. It is at the core of how we live our values, deliver our purpose and achieve responsible growth.

Our values

_🌑 Deliver together

_🌑 Act responsibly

_🌑 Realize the power of
our people

_🌑 Trust the team

Our purpose

To help make financial lives
better, through the power of
every connection

Responsible growth

_🌑 We must grow and win
in the market – no excuses

_🌑 We must grow with our customer-focused strategy

_🌑 We must grow within
our risk framework

_🌑 We must grow in a sustainable manner

PROXY STATEMENT SUMMARY  

6.6

years average tenure, below the 8.4-year S&P 500 average⁽¹⁾

15 of 16

are

independent

31%

are women

44%

are ethnically and gender diverse

63%

have CEO-level experience

38%

have senior executive experience at financial institutions

Our director nominees’ average tenure is calculated by full years of completed service based on date of initial election as of our annual meeting date; source for S&P 500 average: 2018 Spencer Stuart Board Index.

  PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY  

2018 Net Income

  $28.1 billion
Record Earnings

2018 Revenue

  $91.2 billion

 4% from 2017

2018 Noninterest Expense

    2%

from 2017

  Quarterly Positive Operating  

Leverage

  4 Consecutive 

Years

_🌑  Total compensation, inclusive of base salary and equity-based incentives, of $26.5 million

_🌑  94.3% of Mr. Moynihan’s total compensation is variable and directly linked to company performance. All CEO variable compensation was awarded in equity (as it has been since 2010)

_🌑  Half of Mr. Moynihan’s variable compensation is performance restricted stock units (PRSUs) that must be re-earned based on sustained three-year average performance of key metrics (return on assets and growth in adjusted tangible book value)

_🌑  The remainder of the CEO’s variable pay is cash-settled restricted stock units (CRSUs) and time-based restricted stock units (TRSUs) settled in stock

_🌑  Based on stockholder input and our Board’s assessment, this overall pay structure is consistent with prior years

_🌑  Mr. Moynihan must hold 50% of net after-tax shares received from equity-based awards until one year after retirement

Compensation Risk Management Features

_🌑  Mix of fixed and variable pay

_🌑  Balanced, risk-adjusted performance measures

_🌑  Pay-for-performance process that bases individual awards on actual results and how those results were achieved

_🌑  Review of independent control function feedback in performance

_🌑  Deferral of a majority of variable pay through equity-based awards

_🌑  Robust stock ownership requirements, and executive officers must hold 50% of net after-tax shares received from equity-based awards until retirement

_🌑  Use of multiple cancellation and clawback features for equity-based awards

Historical Say on Pay Votes

Our Compensation and Benefits Committee believes the results of last year’s Say on Pay vote and input from our stockholder engagement affirmed our stockholders’ support of our company’s executive compensation program. This informed our decision to maintain a consistent overall approach in setting executive compensation for 2018.

Total compensation pay components do not equal 100% due to rounding.

  PROXY STATEMENT SUMMARY

Responsible Growth means we must grow, no excuses. We have to do it by focusing on delivering for clients within our risk parameters. And it must be sustainable. To be sustainable, we want to be the best place to work for our team, we focus on sharing success, and we drive operational excellence.

—Brian Moynihan  

Chairman and CEO  

What would you like the power to do? At Bank of America, we ask this question every day of all those we serve. It is at the core of how we live our values, deliver our purpose, and achieve Responsible Growth.

We deliver on our purpose—to help make financial lives better through the power of every connection—through Responsible Growth. A tenet of Responsible Growth is that growth has to be sustainable. This means (1) we share our success, including through our focus on environment, social, and governance (ESG) leadership; (2) we invest in our talent and capabilities by focusing on continuous improvement through operational excellence; and (3) we focus on the resources and benefits needed to be a great place to work for our teammates. These business practices enable us to address some of the key challenges facing the world today while also creating business opportunities, allowing us to create shared success with our employees, clients, and communities around the world.

FORTUNE. Named as one of the 100 Best Companies to Work For, and as #4 and the only financial services company on the inaugural list of seven Best Big Companies to Work For list

Euromoney. Named World’s Best Bank for Diversity and Inclusion, 2018 and 2016

Bloomberg Gender Equality Index. Included as a leader in gender equality, 2016-2019

Catalyst. Awarded the 2019 Catalyst Award, recognizing companies who display innovative organizational efforts to advance women in the workplace

NOMINEE/AGE⁽¹⁾

  DIRECTOR  
SINCE

  INDEPENDENT  

OTHER
  U.S.-LISTED  
PUBLIC
COMPANY
BOARDS

Sharon L. Allen, 67

Former Chairman, Deloitte LLP

Audit (C)

Corporate Governance

Susan S. Bies, 71

Former Member,

Board of Governors of the

Federal Reserve System

Corporate Governance

Enterprise Risk

Jack O. Bovender, Jr., 73

Lead Independent Director,

Bank of America Corporation;

Former Chairman and CEO, HCA Inc.

None

Frank P. Bramble, Sr., 70

Former Executive Vice Chairman, MBNA Corporation

Corporate Governance

Enterprise Risk (C)

Pierre J.P. de Weck, 68

Former Chairman and

Global Head of Private

Wealth Management,

Deutsche Bank AG

Audit

Compensation and Benefits

Arnold W. Donald, 64

President and CEO,

Carnival Corporation and Carnival plc

Audit

Compensation and Benefits

Linda P. Hudson, 68

Chairman and CEO,

The Cardea Group, LLC;

Former President and CEO,

BAE Systems, Inc.

Compensation and Benefits

Enterprise Risk

Monica C. Lozano, 62

CEO, College Futures Foundation;

Former Chairman, US Hispanic Media Inc.

Compensation and Benefits (C)

Enterprise Risk

Thomas J. May, 72

Former Chairman and CEO,

Eversource Energy;

Chairman, Viacom Inc.

Corporate Governance (C)

Enterprise Risk

Brian T. Moynihan, 59

Chairman and CEO,

Bank of America Corporation

None

Lionel L. Nowell III, 64

Former SVP and Treasurer, PepsiCo, Inc.

Audit

Corporate Governance

Clayton S. Rose, 60

President, Bowdoin College

Audit

Compensation and Benefits

Michael D. White, 67

Former Chairman, President and CEO, DIRECTV

Audit

Compensation and Benefits

Thomas D. Woods, 66

Former Vice Chairman and SEVP, Canadian Imperial Bank of Commerce; Chairman, Hydro One Limited

Corporate Governance

Enterprise Risk

R. David Yost, 71

Former CEO, AmerisourceBergen Corporation

Audit

Compensation and Benefits

Maria T. Zuber, 60

Vice President for Research and

E.A. Griswold Professor of Geophysics, Massachusetts Institute of Technology

Corporate Governance

Enterprise Risk

NUMBER OF BOARD AND COMMITTEE MEETINGS HELD IN 2018⁽³⁾

19

Board

13

Audit

7

Compensation and Benefits

7

Corporate Governance

11

Enterprise Risk

Age as of annual meeting date.

Dr. Rose previously served as a member of our Board from 2013 to 2015.

In addition to the number of formal meetings reflected from time to time the Board and/or its committees also held educational and/or informational sessions. The number of formal Board meetings reflected includes the Board’s stand-alone risk oversight meetings.

Board Composition

Our Board oversees the business and affairs of the company.
Our Board provides active and independent oversight of
management. To carry out its responsibilities and set the
appropriate tone at the top, our Board is keenly focused on the
character, integrity, and qualifications of its members, and its
leadership structure and composition.

Our Board believes our directors best serve our company and
stockholders by possessing high personal integrity and
character, demonstrated management and leadership ability,
extensive experience within our industry and across sectors,
and the ability to exercise their sound and independent
judgment in a collegial manner.

Core Director Attributes

High Personal Integrity

Dedicated—Able to Devote Necessary Time to Oversight Duties and Represent Stockholders’ Interests

Assess. The Committee regularly reviews our mix of individual directors on the Board to assess the overall Board composition. Among other factors, the Committee considers our company’s strategy and needs; our directors’ experiences, gender, race, ethnicity, tenure, and age; and the attributes and qualifications our Board identifies in its self-evaluations to develop criteria for potential candidates and whether these attributes and qualifications are additive to our overall Board composition.

To maintain a vibrant mixture of viewpoints and benefit from the fresh perspectives brought by new directors and the institutional knowledge and industry insights of directors having longer experience on our Board, the Committee reviews measures that enhance the Board’s refreshment process, including the appropriate retirement age and related tenure limitations, and ability to commit the time necessary to our company. For additional information on the average tenure of directors serving on our Board and each director’s tenure, see “Our Director Nominees” on page 5.

Identify. To drive effective Board renewal, refreshment, and Board leadership succession planning, the Committee has a regularly recurring agenda item to develop and review a diverse group of potential director candidates. Based on the factors and criteria developed in the assessment phase, the Committee engages third-party search firms to identify potential candidates for review. It considers and provides feedback on the then-current pool of director talent identified by search firms; and the search firms periodically update the lists of potential director candidates based on Committee and Board input.

In 2018, the Committee continued to develop the pool of potential director candidates using two external search firms. In its work with the external search firms, the Committee emphasizes the importance of diversity in its consideration of director candidates. Potential director candidates possess professional experiences and the gender, racial, and ethnic diversity aligned with Committee-specified criteria and with the qualities identified by our Board in recent self-evaluations. See “Board Evaluation” on page 19 for additional information on our Board’s self-evaluation process. The Committee also considers candidates proposed by management and our stockholders.

Dr. Rose, a director on our Board from 2013 to 2015, was identified by the Chairman of the Board, reviewed by an external search firm for inclusion in the pool of potential director candidates, and appointed to the Board following Committee evaluation and nomination. He did not stand for reelection at the 2015 annual meeting in order to focus his time on his then-new position as President of Bowdoin College.

Evaluate. The Committee has an established process for evaluating director candidates that it follows regardless of who recommends the candidate for consideration. During this process, the Committee reviews available information regarding each candidate, including qualifications, experience, skills, and integrity, as well as race, gender, and ethnicity. The Committee also reviews the candidate’s independence, absence of conflicts, and any reputational risks.

Our Board understands the significant time commitment involved in serving on the Board and its committees. The Committee evaluates whether candidates and serving directors are able to devote the time necessary to discharge their duties as directors, taking into account primary occupations, memberships on other boards, and other responsibilities. Prior to the annual renomination of currently serving directors, the Committee also assesses these factors. Once elected, directors are expected to seek Committee approval prior to joining the board of another public company. Directors who change principal occupations must offer to resign from the Board, subject to further evaluation by the Committee and the Lead Independent Director.

Director Commitment

Our Corporate Governance Committee and Board nominate only candidates who they believe are capable of devoting the necessary time to discharge their duties, taking into account principal occupations, memberships on other boards, attendance at Board and committee meetings, and other responsibilities. Our Corporate Governance Committee assesses directors’ time commitment to the Board throughout the year, including through the annual formal self-evaluation process.

Through our Corporate Governance Committee, the Board regularly reviews and closely monitors stockholders’ views on the appropriate number of public company boards on which directors may serve. The Committee considers: the proxy voting guidelines of our major stockholders; input from our stockholders during our engagement discussions; voting policies of the major proxy advisory firms; corporate governance guidelines adopted by other public companies; board trends at peer and other significant public companies; and advice from outside advisors. In 2016, at the Committee’s recommendation, our Board amended the Corporate Governance Guidelines to reduce the maximum number of public company boards on which a director on our Board may serve from six to four public companies (including our Board), and to specify that any public company chief executive officer who serves as a director on our Board may not serve on the boards of more than three public companies (including our Board). All of our directors and director nominees comply with this policy.

are seasoned leaders who have held an array of diverse leadership positions in complex, highly regulated businesses (including banks and other financial services organizations), and with one of our primary regulators

have served as chief executives and in senior positions in the areas of risk, operations, finance, technology, and human resources

bring deep and diverse experience in public and private companies, financial services, academia, the public sector, nonprofit organizations, and other domestic and international businesses

are experienced in regulated, non-financial services industries and organizations, adding to our Board’s understanding of overseeing a business subject to governmental oversight, and enhancing the diversity of our Board with valuable insights and fresh perspectives that complement those of our directors with specific experience in banking or financial services

represent diverse backgrounds and viewpoints

strengthen our Board’s oversight capabilities by having varied lengths of tenure that provide historical and new perspectives about our company

Strategic Planning. For oversight of management’s development and implementation of strategic priorities

Audit/Financial Reporting. For oversight of our company’s audit function and preparation of financial statements

Environmental, Social, and Governance. For insight into how these principles define how we deliver Responsible Growth

Human Capital Management and Succession Planning. For insight into our focus on talent development and our commitment to being a great place to work

Financial Services Experience. For insight into key issues affecting our company

Consumer, Corporate, and Investment Businesses. For experience across our business and its development

Government, Public Policy, and Regulatory Affairs. For insight into the key role of regulatory issues and government affairs in our business

Public Company Board Service and Corporate Governance. For knowledge of public company governance issues and policies to enhance our Board practices

Risk Management. For oversight of management in its comprehensive and rigorous approach to risk management

Experience in Complex, Highly Regulated Businesses. For a deep understanding of the many factors involved in operating our business

Cybersecurity, Technology, and Information Security. For oversight of management’s efforts to maintain our customers’ trust and protect the security of their information

Global Perspective. For insight into the many factors involved in overseeing management of our company’s global footprint

  SHARON L. ALLEN

AGE: 67

DIRECTOR SINCE: AUGUST 2012

Former Chairman, Deloitte

Other U.S.-Listed Public Company Directorships

First Solar, Inc.

Ms. Allen’s responsibility for audit and consulting services in various positions with Deloitte LLP (Deloitte) enables her to bring extensive audit, financial reporting, and corporate governance experience to our Board. Her leadership positions with Deloitte give her broad management experience with large, complex businesses and an international perspective on risk management and strategic planning.

Served as Chairman of Deloitte, a firm that provides audit, consulting, financial advisory, risk management, and tax services, as the U.S. member firm of Deloitte Touche Tohmatsu Limited from 2003 to 2011

Employed at Deloitte for nearly 40 years in various leadership roles, including Partner and Regional Managing Partner, responsible for audit and consulting services for a number of Fortune 500 and large private companies

Member of the Global Board of Directors, Chair of the Global Risk Committee, and U.S. Representative on the Global Governance Committee of Deloitte Touche Tohmatsu Limited from 2003 to 2011

Member of the Board of Directors of a food and drug retailer seeking to become a public company under the name Albertsons Companies, Inc.

Director of First Solar, Inc., Chair of its Audit Committee, and member of its Technology Committee

Former Director and Chair of the National Board of Directors of the YMCA of the USA, a leading nonprofit organization for youth development, healthy living, and social responsibility

Former Vice Chair of the Board of Trustees of the Autry National Center, the governing body of the Autry Museum of the American West

Appointed by President George W. Bush to the President’s Export Council, which advised the President on export enhancement

  SUSAN S. BIES

AGE: 71

DIRECTOR SINCE: JUNE 2009

Former Member,

Federal Reserve Board of Governors

Ms. Bies’s role as a member of the Board of Governors of the Federal Reserve System (Federal Reserve Board) and her tenure with First Tennessee National Corporation (First Tennessee) enables her to bring deep experience in risk management, consumer banking, and insights regarding financial regulation to our Board. In particular, Ms. Bies focused on enterprise financial and risk management during her career with First Tennessee and further developed her regulatory expertise by serving on the Financial Accounting Standards Board (FASB) Emerging Issues Task Force. Her experience working at a primary regulator of our industry, along with her other regulatory and public policy experience, gives her unique and valuable perspective relevant to our company’s business, financial performance, and risk oversight. She brings an international perspective through her service on the Board of Directors of Merrill Lynch International (MLI) and prior service on the Board of Directors of Zurich Insurance Group Ltd. (Zurich Insurance).

Senior Advisory Board Member to Oliver Wyman Group, a management consulting subsidiary of Marsh & McLennan Companies, Inc., February 2009 to March 2018

Member of the Federal Reserve Board from 2001 to 2007, including a role as Chair of the Committee on Supervisory and Regulatory Affairs

Represented the Federal Reserve Board on the Financial Stability Board and led the Federal Reserve Board’s efforts to modernize the Basel capital accord

Served as a member of the FASB’s Emerging Issues Task Force from 1996 to 2001

Served as Executive Vice President of Risk Management; Auditor; Chief Financial Officer; and Chair of the Asset Liability Management and the Executive Risk Management Committees at First Tennessee, a regional bank holding company, between 1979 and 2001

Employed at the Federal Reserve Bank of St. Louis as a regional and banking structure economist at the start of her career

Director of and former Chair, Risk Committee for Zurich Insurance; director of Zurich American Insurance Company, Zurich Insurance’s North American subsidiary

Chair, Board of Directors of MLI

Served in leadership roles in various organizations, including the Committee on Corporate Reporting of the Financial Executives Institute; the End Users of Derivatives Association; the American Bankers Association; and the Bank Administration Institute

Served in numerous roles with many professional, academic, civic, and charitable organizations, such as the American Economic Association; Institute of Management Accountants; International Women’s Forum; University of Memphis; Memphis Area Chamber of Commerce; Memphis Youth Initiative; and Memphis Partners

  JACK O. BOVENDER, JR.

AGE: 73

DIRECTOR SINCE: AUGUST 2012

Lead Independent
Director, Bank of
America Corporation

Former Chairman and
Chief Executive Officer, HCA

Mr. Bovender’s roles as former Chairman, Chief Executive Officer, President, and Chief Operating Officer of HCA Inc. (HCA) enable him to bring his extensive experience leading a large, regulated, complex business to our Board. Mr. Bovender’s experience with HCA and service on the Board of Trustees of Duke University, including as Chair and as former Chair of its Presidential Search Committee and its Audit Committee, provide him with insight into board leadership, risk management, operational risk, and strategic planning, and valuable perspective on corporate governance issues.

Chairman and Chief Executive Officer of HCA, the largest investor-owned hospital operator in the U.S. and a Fortune 100 company owning and operating hospitals and surgery centers, from January 2002 to December 2009, and Chief Executive Officer from January 2001 to January 2009

During a 32-year tenure at HCA, held several senior-level positions including President and Chief Operating Officer

40-year veteran of the healthcare industry starting with hospital administration for the U.S. Navy

Chair of the Duke University Board of Trustees and chair of the Executive Committee; serves on the Duke University Health System Board; and an Emeritus member of the Board of Visitors at the Duke University Fuqua School of Business

Recipient of Duke University’s Distinguished Alumni Award in 2012

Served on the Board of Governors of the American College of Healthcare Executives (ACHE); recipient of ACHE’s Gold Medal Award recognizing significant career-long contributions to the healthcare profession

  FRANK P. BRAMBLE, SR.

AGE: 70

DIRECTOR SINCE: JANUARY 2006

Former Executive Vice Chairman, MBNA Corporation

Mr. Bramble brings broad-ranging financial services experience, international experience, and historical insight to our Board, having held leadership positions at two financial services companies acquired by our company (MBNA Corporation, acquired in 2006, and MNC Financial Inc., acquired in 1993). As a former executive officer of one of the largest credit card issuers in the U.S. and a major regional bank, Mr. Bramble has dealt with a wide range of issues important to our company, including risk management, credit cycles, sales and marketing to consumers, and audit and financial reporting.

Served as Chairman of the Board of Trustees from July 2014 to June 2016 and Interim President from July 2013 to June 2014 of Calvert Hall College High School in Baltimore, Maryland

Served as Executive Vice Chairman from July 2002 to April 2005 and Advisor to the Executive Committee from April 2005 to December 2005 of MBNA Corporation, a financial services company acquired by Bank of America in January 2006

Previously served as the Chairman, President, and Chief Executive Officer at Allfirst Financial, Inc.; MNC Financial Inc.; Maryland National Bank; American Security Bank; and Virginia Federal Savings Bank

Served as a director, from April 1994 to May 2002, and Chairman, from December 1999 to May 2002, of Allfirst Financial, Inc. and Allfirst Bank, U.S. subsidiaries of Allied Irish Banks, p.l.c.

Began his career as an audit clerk at the First National Bank of Maryland

Emeritus member of the Board of Visitors of Towson University and guest lecturer in business strategy and accounting from 2006 to 2008

  PIERRE J.P. DE WECK

AGE: 68

DIRECTOR SINCE: JULY 2013

Former Chairman and Global Head of Private
Wealth Management,
Deutsche Bank

Mr. de Weck’s experience as an executive with UBS AG (UBS) and Deutsche Bank AG (Deutsche Bank) enables him to bring extensive knowledge of the global financial services industry to our Board. As a former Chairman and Global Head of Private Wealth Management and member of the Group Executive Committee of Deutsche Bank, Mr. de Weck has broad experience in risk management and strategic planning and brings a valuable international perspective to our company’s business activities, including through his service on the Board of Directors of Bank of America Merrill Lynch International Limited. Mr. de Weck’s service as Chief Credit Officer of UBS provides him with further credit risk management experience.

Served as the Chairman and Global Head of Private Wealth Management and as a member of the Group Executive Committee of Deutsche Bank from 2002 to May 2012

Served on the Management Board of UBS from 1994 to 2001; as Head of Institutional Banking from 1994 to 1997; as Chief Credit Officer and Head of Private Equity from 1998 to 1999; and as Head of Private Equity from 2000 to 2001

Held various senior management positions at Union Bank of Switzerland, a predecessor firm of UBS, from 1985 to 1994

Currently serves on the Board of Directors of MLI and as chair of its Risk Committee, and as Chair of the Board of Directors of our French broker-dealer subsidiary, BofA Securities Europe S.A.

  ARNOLD W. DONALD

AGE: 64

DIRECTOR SINCE: JANUARY 2013

President and Chief
Executive Officer, Carnival

Other U.S.-Listed Public
Company Directorships

Carnival; Crown
Holdings, Inc.

Past Five Years: The
Laclede Group, Inc.

Mr. Donald’s roles as President and Chief Executive Officer of Carnival Corporation and Carnival plc (Carnival), as a former senior executive at Monsanto Company (Monsanto), and as the former Chairman and Chief Executive Officer of Merisant Company (Merisant), enable him to bring his extensive experience in strategic planning and operations in regulated, consumer, retail, and distribution businesses to our Board. His board service with public companies gives him experience with risk management, global operations, and regulated businesses. His experience heading The Executive Leadership Council and the Juvenile Diabetes Research Foundation International gives him a distinct perspective on governance matters, social responsibility, and diversity.

President and Chief Executive Officer of Carnival, a cruise and vacation company, since July 2013

Served as President and Chief Executive Officer from November 2010 to June 2012 of The Executive Leadership Council, a nonprofit organization providing a professional network and business forum to African-American executives at major U.S. companies

President and Chief Executive Officer of the Juvenile Diabetes Research Foundation International from January 2006 to February 2008

Served as Chairman and Chief Executive Officer of Merisant from 2000 to 2003, a privately-held global manufacturer of tabletop sweeteners, and remained as Chairman until 2005

Joined Monsanto in 1977 and held several senior leadership positions with global responsibilities, including President of its Agricultural Group and President of its Nutrition and Consumer Sector, over a more than 20-year tenure

Director of Crown Holdings, Inc. and member of its Compensation Committee

Appointed by President Clinton and re-appointed by President George W. Bush to the President’s Export Council

  LINDA P. HUDSON

AGE: 68

DIRECTOR SINCE: AUGUST 2012

Executive Officer, The Cardea Group, LLC

Former President and Chief Executive Officer, BAE

Other U.S.-Listed Public Company Directorships

Ingersoll-Rand plc

Past Five Years: The Southern Company

Ms. Hudson’s role as a former President and Chief Executive Officer of BAE Systems, Inc. (BAE) enables her to bring her broad experience in strategic planning and risk management to our Board. Further, with her service as an executive director of BAE Systems plc (BAE Systems), Ms. Hudson’s background provides her with international perspective, geopolitical insights, and experience as a leader of a large, international, highly regulated, complex business. Ms. Hudson’s career in the defense and aerospace industry gives her knowledge of technology risks such as cybersecurity risk.

Chairman and Chief Executive Officer of The Cardea Group, LLC, a management consulting business, May 2014 to present

Served as CEO Emeritus of BAE, a U.S.-based subsidiary of BAE Systems, a global defense, aerospace, and security company headquartered in London, from February 2014 to May 2014, and as President and Chief Executive Officer of BAE from October 2009 until January 2014

Served as President of BAE Systems’ Land and Armaments operating group, the world’s largest military vehicle and equipment business, from October 2006 to October 2009

Prior to joining BAE, served as Vice President of General Dynamics Corporation and President of its Armament and Technical Products business; held various positions in engineering, production operations, program management, and business development for defense and aerospace companies

Served as a member of the Executive Committee and as an executive director of BAE Systems from 2009 until January 2014 and as a member of the Board of Directors of BAE from 2009 to April 2015; served as Director of The Southern Company and member of its Nominating, Governance and Corporate Responsibility Committee and its Operations, Environmental and Safety Committee from 2014 to July 2018

Director of Ingersoll-Rand plc and member of its Governance, Compensation, and Technology and Innovation Committees

Member of the Board of Directors of the University of Florida Foundation, Inc. and the University of Florida Engineering Leadership Institute, and a former member of the Charlotte Center Executive Board for the Wake Forest University School of Business and of the Board of Trustees of Discovery Place, a nonprofit education organization dedicated to inspiring exploration of the natural and social world

Elected member to the National Academy of Engineering, one of the highest professional honors accorded an engineer

  MONICA C. LOZANO

AGE: 62

DIRECTOR SINCE: APRIL 2006

Chief Executive Officer, College Futures Foundation

Former Chairman,
US Hispanic Media Inc.

Other U.S.-Listed Public Company Directorships

Target Corporation

Past Five Years: The Walt Disney Company

Ms. Lozano’s roles as the Chief Executive Officer of College Futures Foundation, a charitable foundation working to increase the rate of college graduation for low-income California students, and as the former Chairman and Chief Executive Officer of ImpreMedia LLC (ImpreMedia), a leading Hispanic news and information company, enable her to bring her experience in broad leadership management over areas such as operations, marketing, and strategic planning to our Board. Ms. Lozano has a deep understanding of issues that are important to the Hispanic community, a growing U.S. demographic. Her public company board service for Target Corporation, her past public company board service for The Walt Disney Corporation, and her past roles with the University of California and the University of Southern California give her board-level experience overseeing large organizations with diversified operations on matters such as governance, executive compensation, risk management, and financial reporting. Ms. Lozano’s experience as a member of President Obama’s Council on Jobs and Competitiveness also provided her with valuable perspective on important public policy, societal, and economic issues relevant to our company.

Chief Executive Officer of College Futures Foundations since December 2017. College Futures Foundation is a charitable foundation focused on increasing the rate of bachelor’s degree completion among California student populations who are low-income and have had a historically low college success rate

Served as Chair of the Board of Directors of U.S. Hispanic Media Inc., the parent company of ImpreMedia, a leading Hispanic news and information company, from June 2014 to January 2016

Served as Chairman of ImpreMedia from July 2012 to January 2016, Chief Executive Officer from May 2010 to May 2014, and Senior Vice President from January 2004 to May 2010

Served as Publisher of La Opinion, a subsidiary of ImpreMedia and the leading Spanish-language daily print and online newspaper in the U.S., from 2004 to May 2014, and Chief Executive Officer from 2004 to July 2012

Director of Target Corporation and member of its Audit and Finance Committee, and Nominating and Governance Committee

Served as a member of President Obama’s Council on Jobs and Competitiveness from 2011 to 2012 and served on President Obama’s Economic Recovery Advisory Board from 2009 to 2011

Currently serves as Chair of the Board of Directors of the Weingart Foundation; served as the Chair of the Board of Regents of the University of California, as a member of the Board of Trustees of The Rockefeller Foundation, as a member of the Board of Trustees of the University of Southern California, and as a member of the State of California Commission on the 21st Century Economy

  THOMAS J. MAY

AGE: 72

DIRECTOR SINCE: APRIL 2004

Chairman, Viacom Inc.

Former Chairman, President, and Chief Executive Officer, Eversource Energy

Other U.S.-Listed Public Company Directorships

Viacom Inc.

Past Five Years: Eversource Energy

Mr. May’s roles as former Chairman, President, and Chief Executive Officer of Eversource Energy enable him to bring his extensive experience with regulated businesses, operations, risk management, business development, strategic planning, board leadership, and corporate governance matters to our Board and gives him insight into the issues facing our company’s businesses. Having experience as a Certified Public Accountant, Mr. May brings extensive accounting and financial skills, and a professional perspective on financial reporting and enterprise and operational risk management.

Served as Chairman of the Board of Trustees of Eversource Energy, one of the nation’s largest utilities, from October 2013 to May 2017

Served as President and Chief Executive Officer of Eversource Energy from April 2012 until retirement in May 2016

Served as Chairman and Chief Executive Officer of NSTAR, which merged with Northeast Utilities (now Eversource Energy), from 1999 to April 2012, and was President from 2002 to April 2012; also served as Chief Financial Officer and Chief Operating Officer at NSTAR

Currently serves on the Board of Directors of Liberty Mutual Holding Company, Inc. and as the non-executive Chairman of the Board of Directors of Viacom Inc.

  BRIAN T. MOYNIHAN

AGE: 59

DIRECTOR SINCE: JANUARY 2010

Chairman of the Board and Chief Executive Officer, Bank of America Corporation

As our Chief Executive Officer, Mr. Moynihan conceived of and leads our approach to Responsible Growth, based on driving a straightforward business model serving three customer and client groups with core financial services, which has delivered record earnings and significant capital return to stockholders. Mr. Moynihan has demonstrated leadership qualities, management capability, knowledge of our business and industry, and a long-term strategic perspective. In addition, he has many years of international and domestic financial services experience, including wholesale and retail businesses.

Appointed Chairman of the Board of Directors of Bank of America Corporation in October 2014 and President and Chief Executive Officer in January 2010. Prior to becoming Chief Executive Officer, Mr. Moynihan ran each of the company’s operating units

Chairman of the Board of Directors of Bank Policy Institute (formerly Financial Services Roundtable); prior Chairman of Financial Services Forum; member (and prior Chairman) of the Supervisory Board of The Clearing House Association L.L.C.; member of Business Roundtable; Chairman of the World Economic Forum’s International Business Council; member of the Federal Advisory Council of the Federal Reserve Board

Member of Board of Fellows of Brown University; member of Advisory Council of Smithsonian’s National Museum of African American History and Culture; Chairman of Charlotte Executive Leadership Council

  LIONEL L. NOWELL III

AGE: 64

DIRECTOR SINCE: JANUARY 2013

Former Senior Vice President
and Treasurer, PepsiCo, Inc.

Other U.S.-Listed Public Company Directorships

American Electric Power Company, Inc.; Ecolab Inc.

Past Five Years: British American Tobacco p.l.c.; HD Supply Holdings, Inc.; Reynolds American, Inc.; Darden Restaurants, Inc.

Mr. Nowell’s role as former Treasurer of PepsiCo, Inc. (Pepsi) enables him to bring his strong financial expertise and extensive global perspective in risk management and strategic planning to our Board. Through his public company board service, he has experience in governance, financial reporting, accounting of large international and regulated businesses, and board leadership. Mr. Nowell’s membership on the advisory council at a large, public university provides him with further experience with the oversight of large, complex organizations.

Served as Senior Vice President and Treasurer of Pepsi, a leading global food, snack, and beverage company, from 2001 to May 2009; and as Chief Financial Officer of The Pepsi Bottling Group and Controller of Pepsi

Served as Senior Vice President, Strategy and Business Development at RJR Nabisco, Inc. from 1998 to 1999

Held various senior financial roles at the Pillsbury division of Diageo plc, including Chief Financial Officer of its Pillsbury North America, Pillsbury Foodservice, and Häagen-Dazs divisions, and also served as Controller and Vice President of Internal Audit of the Pillsbury Company

Director of American Electric Power Company, Inc., Chair of its Audit Committee and member of its Committee on Directors & Corporate Governance, Executive Committee, Finance Committee, and Policy Committee; director of Ecolab Inc. and member of its Audit Committee and Finance Committee

Serves on the Dean’s Advisory Council at The Ohio State University Fisher College of Business

Served as Lead Director of the Board of Directors of Reynolds American, Inc. from January 2017 to July 2017 and as a Board member from September 2007 to July 2017

  CLAYTON S. ROSE

AGE: 60

DIRECTOR SINCE: OCTOBER 2018

President, Bowdoin College

Other U.S.-Listed Public Company Directorships

Past Five Years: XL Group, plc; Bank of America Corporation (2013-2015)

Dr. Rose’s service as a senior executive at JPMorgan Chase & Co. and predecessor company J.P. Morgan & Co. (collectively, JPMorgan Chase), including leadership positions in investment banking, equities, securities, derivatives, and corporate finance businesses enables him to bring deep financial, international, and leadership experience to our board, in addition to broad experience in risk management and strategy with a financial services company. Dr. Rose’s service as President of Bowdoin College and as professor at Harvard Business School, Columbia University, and New York University has provided him with opportunities to lead a large and complex organization and to research and analyze current issues in the financial services industry, giving him a valuable and unique perspective on our company’s businesses. Dr. Rose’s extensive financial industry board service gives him further insight into key issues facing financial institutions.

President of Bowdoin College, 2015 to present

Held various other roles in academia, including Professor of Management Practice at Harvard Business School

Served as Vice Chairman, headed two lines of business – Global Investment Banking and Global Equities – and was a member of JPMorgan Chase’s senior management team during his approximately 20-year tenure at JPMorgan Chase

Served on the Boards of Directors of XL Group, plc, Federal Home Loan Mortgage Corporation (Freddie Mac), and Mercantile Bankshares Corp.

Serves on the Board of Trustees for the Howard Hughes Medical Institute and chairs its Audit and Compensation Committee

Served on the company’s Board of Directors from 2013 to 2015; member of Enterprise Risk Committee and Corporate Governance Committee

  MICHAEL D. WHITE

AGE: 67

DIRECTOR SINCE: JUNE 2016

Former Chairman, President, and Chief Executive Officer of DIRECTV

Other U.S.-Listed Public Company Directorships

Kimberly-Clark Corporation; Whirlpool Corporation

Past Five Years: DIRECTV

Mr. White’s roles as the former Chief Executive Officer and Chairman of the Board of Directors of DIRECTV enable him to bring his experience in technology, consumer businesses, and financial expertise to our Board. Mr. White has experience leading a large and highly regulated business. Through his position as Chief Executive Officer of PepsiCo International, Mr. White has international experience as well as broad knowledge of retail and distribution issues. Through his service on public company boards, he has board-level experience overseeing large, complex public companies in various industries, which provides him with valuable insights on the compensation practices and accounting of large, international businesses.

Served as Chairman, President and Chief Executive Officer of DIRECTV, a leading provider of digital television entertainment services, from January 2010 to August 2015, and as a Director of the company from November 2009 until August 2015

Chief Executive Officer of PepsiCo International from February 2003 until November 2009; and served as Vice Chairman and director of PepsiCo from March 2006 to November 2009, after holding positions of increasing importance with PepsiCo since 1990

Served as Senior Vice President at Avon Products, Inc.

Served as a Management Consultant at Bain & Company and Arthur Andersen & Co.

Director of Kimberly-Clark Corporation, Chair of its Audit Committee and member of its Executive Committee; director of Whirlpool Corporation, Chair of its Audit Committee, and member of its Corporate Governance and Nominating Committee

Member of the Boston College Board of Trustees

Chairman of the Partnership for Drug-Free Kids and Vice-Chairman of the Mariinsky Foundation of America, which supports the Mariinsky Opera, Ballet, and Orchestra and the Academy for young singers and the young musicians’ orchestra

  THOMAS D. WOODS

AGE: 66

DIRECTOR SINCE: APRIL 2016

Chairman, Hydro One Limited; Former Vice Chairman and Senior Executive
Vice President of CIBC

Mr. Woods’s career at Canadian Imperial Bank of Commerce (CIBC) enables him to bring his deep experience in risk management, corporate strategy, finance, and the corporate and investment banking businesses to our Board. As Senior Executive Vice President and Chief Risk Officer of CIBC during the financial crisis, Mr. Woods focused on risk management and CIBC’s risk culture. Mr. Woods chaired CIBC’s Asset Liability Committee, served as CIBC’s lead liaison with regulators, and was an active member of CIBC’s business strategy group.

Served as Vice Chairman and Senior Executive Vice President of CIBC, a leading Canada-based global financial institution, from July 2013 until his retirement in December 2014

Served as Senior Executive Vice President and Chief Risk Officer of CIBC from 2008 to July 2013, and Senior Executive Vice President and Chief Financial Officer of CIBC from 2000 to 2008

Employed at Wood Gundy, a CIBC predecessor firm, starting in 1977; served in various senior leadership positions, including as Controller of CIBC, as Chief Financial Officer of CIBC World Markets (CIBC’s investment banking division), and as the Head of CIBC’s Canadian Corporate Banking division

Serves as Chair of the Board of Directors of Hydro One Limited, an electricity transmission and distribution company serving the Canadian province of Ontario, and publicly traded and listed on the Toronto Stock Exchange

Serves as a member of the Board of Directors of Alberta Investment Management Corporation, a Canadian institutional investment fund manager, and on the investment committee of Cordiant Capital Inc., a fund manager specializing in emerging markets

Former member of the Board of Directors of Jarislowsky Fraser Limited, a global investment management firm, from 2016 to 2018, former member of the Boards of Directors of DBRS Limited and DBRS, Inc., an international credit rating agency, from 2015 to 2016, and former member of the Board of Directors of TMX Group Inc., a Canada-based financial services company, from 2012 to 2014

Serves on the board of advisors of the University of Toronto’s Department of Mechanical and Industrial Engineering

  R. DAVID YOST

AGE: 71

DIRECTOR SINCE: AUGUST 2012

Former Chief Executive Officer, AmerisourceBergen

Other U.S.-Listed Public Company Directorships

Johnson Controls International plc; Marsh & McLennan
Companies, Inc.

Past Five Years: Exelis Inc.

Mr. Yost’s roles as the former Chief Executive Officer of AmerisourceBergen Corporation (AmerisourceBergen) and its predecessor company enable him to bring his broad experience in strategic planning, risk management, and operational risk to our Board. In addition, Mr. Yost has experience leading a large, complex business. Through his service on public company boards, he has board-level experience overseeing large, complex public companies in various industries, which provides him with valuable insights on corporate governance and risk management.

Served as Chief Executive Officer of AmerisourceBergen, a pharmaceutical services company providing drug distribution and related services to healthcare providers and pharmaceutical manufacturers, from 2001 until his retirement in July 2011, and as President from 2001 to 2002 and again from September 2007 to November 2010

Held various positions at AmerisourceBergen and its predecessor companies during a nearly 40-year career, including Chief Executive Officer from 1997 to 2001 and Chairman from 2000 to 2001 of Amerisource Health Corporation

Director of Johnson Controls International plc and member of its Compensation Committee; director of Marsh & McLennan Companies, Inc., Chair of its Corporate Responsibility Committee, and member of its Compensation Committee

  MARIA T. ZUBER

AGE: 60

DIRECTOR SINCE: DECEMBER 2017

Vice President for Research and E. A. Griswold Professor of Geophysics, MIT

Other U.S.-Listed Public Company Directorships

Textron Inc.

In her role as Vice President for Research at Massachusetts Institute of Technology (MIT), Dr. Zuber oversees multiple laboratories and research centers and is also responsible for intellectual property and research integrity and compliance, as well as research relationships with the federal government. Dr. Zuber’s role as Senior Research Scientist and experiences in leadership roles on nine space exploratory missions with the National Aeronautics and Space Administration (NASA) enable her to bring a breadth of risk management, geopolitical insights, and strategic planning proficiencies to our Board.

Vice President for Research at MIT, a leading research institution, since 2013

Senior Research Scientist at NASA since 2010, serving in 2012 as Principal Investigator of the Gravity Recovery and Interior Laboratory, or GRAIL, mission, which was designed to create the most accurate gravitational map of the moon to date and give scientists insight into the moon’s internal structure, composition, and evolution

Served as a Professor at MIT since 1995, and was Head of the Earth, Atmospheric, and Planetary Sciences Department from 2003 to 2011

Served as Scientist at NASA from 1993 to 2010, and as a Geophysicist from 1986 to 1992

Director of Textron Inc., a diversified manufacturer, and member of its Nominating and Corporate Governance, and Organization and Compensation Committees

Appointed by President Obama in 2013 and reappointed by President Trump in 2018 to the National Science Board, a 25-member panel that serves as the governing board of the National Science Foundation and as advisors to the President and Congress on policy matters relating to science and engineering; served as Board Chair from 2016 to 2018

Serves as a member of the Board of Directors of The Massachusetts Green High Performance Computing Center, a joint venture by Massachusetts universities, which provides infrastructure for computationally intensive research

Serves on the Board of Fellows of Brown University

Our company or its subsidiaries provided ordinary course financial products and services to all of our directors/director nominees. Our company or its subsidiaries also provided ordinary course financial products and services to some of these directors’/director nominees’ immediate family members and entities affiliated with some of our directors/director nominees or their immediate family members (Mr. de Weck, Mr. Donald, Mr. May, and Dr. Rose). In each case, the fees we received for these products and services were below the thresholds of the NYSE listing standards and our Categorical Standards, and, where applicable, were less than 2% of the consolidated gross annual revenues of our company and of the other entity.

Our company or its subsidiaries purchased products or services in the ordinary course from entities where some of our directors/director nominees are executive officers or employees or their immediate family members serve or served in the past three years as executive officers (Mr. Donald, Mr. May, Dr. Rose, and Mr. Woods). In each case, the fees paid to each of these entities were below the thresholds of the NYSE listing standards and our Categorical Standards.

Under our Board’s current leadership structure, we have a Chairman and a Lead Independent Director. Our Lead Independent Director is empowered with, and exercises, robust, well-defined duties. Our Board is composed of experienced and committed independent directors (with all non-management nominees being independent), and our Board committees have objective, experienced chairs and members. Our Board is committed to engaging with stockholders and other stakeholders. All directors are required to stand for election annually.

Our Board believes that these factors, taken together, provide for objective, independent Board leadership, effective engagement with and oversight of management, and a voice independent from management and accountable to stockholders and other stakeholders.

The Board believes in having a Lead Independent Director who is empowered with robust, well-defined duties. The Lead Independent Director is joined by experienced, independent Board members and a Chairman who, as CEO, serves as the primary voice to articulate our long-term strategy and our Responsible Growth. The independent directors provide objective oversight of management, review the CEO’s performance and approve CEO compensation, help to establish the long-term strategy and regularly assess its effectiveness, and serve the best interests of our company and our stockholders by overseeing management’s work to create long-term value.

Well-defined Duties of our Lead Independent Director

Board Leadership

_🌑  In the case of the Chairman, presiding at all meetings of our Board and, in the case of the Lead Independent Director, presiding at all meetings of our Board at which the Chairman is not present, including at executive sessions of the independent directors

_🌑  Calling meetings of the independent directors, as appropriate

_🌑  In the case of the Lead Independent Director, if our CEO is also Chairman, providing Board leadership if the CEO/Chairman’s role may be (or may be perceived to be) in conflict

Board Culture

_🌑  Serving as a liaison between the CEO and the independent directors

_🌑  Establishing a close relationship and trust with the CEO, providing support, advice, and feedback from our Board while respecting executive responsibility

_🌑  Acting as a “sounding board” and advisor to the CEO

Board Focus

_🌑  Board Focus: In consultation with our Board and executive management, providing that our Board focuses on key issues and tasks facing our company, and on topics of interest to our Board

_🌑  Corporate Governance: Assisting our Board, our Corporate Governance Committee, and management in complying with our Corporate Governance Guidelines and promoting corporate governance best practices

_🌑  CEO Performance Review and Succession Planning: Working with our Corporate Governance Committee, our Compensation and Benefits Committee, and members of our Board, contributing to the annual performance review of the CEO and participating in CEO succession planning

Board Meetings

_🌑  In coordination with the CEO and the other members of our Board, planning, reviewing, and approving meeting agendas for our Board

_🌑  In coordination with the CEO and the other members of our Board, approving meeting schedules to provide for sufficient time for discussion of all agenda items

_🌑  Advising the CEO of the information needs of our Board and approving information sent to our Board

_🌑  Developing topics of discussion for executive sessions of our Board

Board Performance and Development

_🌑  Board Performance: Together with the CEO and the other members of our Board, promoting the efficient and effective performance and functioning of our Board

_🌑  Board Evaluation: Consulting with our Corporate Governance Committee on our Board’s annual self-evaluation

_🌑  Director Development: Providing guidance on the ongoing development of directors

_🌑  Director Assessment/Nomination: With our Corporate Governance Committee and the CEO, consulting in the identification and evaluation of director candidates’ qualifications (including candidates recommended by directors, management, third-party search firms, and stockholders) and consulting on committee membership and committee chairs

Stockholders and Other Stakeholders

_🌑  Being available for consultation and direct communication, to the extent requested by major stockholders

_🌑  Having regular communication with primary bank regulators (with or without management present) to discuss the appropriateness of our Board’s oversight of management and our company

Highly Engaged Lead Independent Director

The formalized list of duties of the Lead Independent Director does not fully capture Mr. Bovender’s active role in serving as our Board’s independent leader. Among other things, Mr. Bovender:

_🌑  holds quarterly calls with our primary bank regulators to discuss any issues of concern

_🌑  regularly speaks with our CEO and holds bi-weekly calls to discuss Board meeting agendas and discussion topics, schedules, and other Board governance matters

_🌑  attends meetings of all of the Board committees

_🌑  speaks with each Board member at least quarterly to receive input on Board agendas, Board effectiveness, Board planning matters, and other related topics of management oversight

_🌑  meets at least quarterly with management members, including the Chief Administrative Officer; Chief Financial Officer; Chief Risk Officer; Chief Human Resources Officer; and Global Compliance, Operational Risk, Reputational Risk and Control Function Risk Executive

_🌑  plays a leading role in our stockholder engagement process, representing our Board and independent directors in investor meetings. In 2018 and in early 2019, Mr. Bovender met with many of our largest stockholders and stakeholders, often in person, and in aggregate, personally met with investors who own approximately 26% of all outstanding shares

Formal Self-Evaluation

Information from research commissioned by the Board on the characteristics of highly effective and efficient boards identified five key areas where the research suggested high functioning boards and committees excelled. Our Corporate Governance Committee developed the formal 2018 self-evaluation to solicit director feedback on these key areas, the results of which are shared with management as appropriate. The Committee also considered industry trends, practices of our peers, feedback from stockholders and regulatory developments. As in prior years, for the formal 2018 self-evaluation, our Corporate Governance Committee solicited director views on actions taken in response to the prior year’s evaluation results. As part of its ongoing review of Board and committee composition, our Corporate Governance Committee also continued to seek input on the Board’s director succession planning process.

Key Areas: Highly Effective Boards      

Board and Committee Composition

Board Culture

Board and Committee Focus

Board Process

Information and Resources

Streamline meeting materials to better highlight important information, while maintaining completeness

Allow sufficient time during Board and committee meetings for discussion, debate, in-depth reviews, and executive sessions

Enhance discussion about areas of emerging risk at Board and Enterprise Risk Committee meetings, including deep dives on key topics at Board Risk Oversight sessions

Provide directors opportunities to engage with employees throughout the organization, to become better acquainted with top talent and senior leaders below our executive management level, and to engage in employee leadership events and affinity network activities

Provide opportunities for one-on-one discussions between directors and management on critical issues and continued opportunities for dialogue at our annual Board strategic planning session

Provide educational opportunities during regularly scheduled meetings and through third-party programs

Provide third-party perspectives on the company, peers, industry, economy, and stockholder and stakeholder feedback in Board and committee meeting materials, and discussions and through additional resources

Our Corporate Development Committee assists our Board in overseeing our company’s consideration of potential mergers and acquisitions valued at greater than $2 billion. Mr. Bovender chairs the Committee and Mr. Nowell and Mr. Yost are members; they are independent under the NYSE listing standards and our Categorical Standards. This Committee did not meet in 2018.

Audit

Key Responsibilities

_🌑  Oversees qualifications, performance, and independence of our company’s independent registered public accounting firm

_🌑  Oversees performance of our company’s corporate audit function

_🌑  Oversees integrity of our company’s consolidated financial statements’ preparation

_🌑  Oversees our compliance with legal and regulatory requirements

_🌑  Makes inquiries of management or of the Chief Audit Executive to assess the scope and resources necessary for the corporate audit function to execute its responsibilities

Independence / Qualifications

_🌑  All Committee members are independent under the NYSE listing standards and our Categorical Standards and the heightened independence requirements applicable to audit committee members under Securities and Exchange Commission (SEC) rules

_🌑  All Committee members are financially literate in accordance with NYSE listing standards

_🌑  All Committee members qualify as audit committee financial experts under SEC rules

Enterprise Risk

Key Responsibilities

_🌑  Oversees our company’s overall risk framework, risk appetite, and management of key risks

_🌑  Approves the Risk Framework and Risk Appetite Statement and further recommends each to the Board for approval

_🌑  Oversees management’s alignment of our company’s risk profile to our strategic and financial plans

_🌑  Oversees management’s progress in developing our company’s Comprehensive Capital Analysis and Review submission to the Federal Reserve Board, and reviews and recommends our company’s Capital Plan to the Board for approval

_🌑  Reviews and recommends our company’s Resolution and Recovery Plans to the Board for approval

Independence / Qualifications

_🌑  All Committee members are independent under the NYSE listing standards and our Categorical Standards

_🌑  All Committee members satisfy the risk expertise requirements for directors of a risk committee under the Federal Reserve Board’s Enhanced Prudential Standards

Compensation and Benefits

Key Responsibilities

_🌑  Oversees establishing, maintaining, and administering our compensation programs and employee benefit plans

_🌑  Approves and recommends our CEO’s compensation to the Board for further approval by all independent directors, and reviews and approves all of our other executive officers’ compensation

_🌑  Recommends director compensation for Board approval

_🌑  Reviews human capital management practices

Independence / Qualifications

_🌑  All Committee members are independent under the NYSE listing standards and our Categorical Standards and the independence requirements applicable to compensation committee members under NYSE rules and the heightened independence requirements (same as those applicable to Audit Committee members under SEC rules)

Corporate Governance

Key Responsibilities

_🌑  Oversees the Board’s governance processes

_🌑  Identifies and reviews the qualifications of potential Board members; recommends nominees for election to the Board

_🌑  Leads the Board and its committees in their formal annual self-evaluations

_🌑  Reviews and reports to the Board on our ESG activities

_🌑  Reviews and assesses stockholder input and our stockholder engagement process

Independence / Qualifications

_🌑  All Committee members are independent under the NYSE listing standards and our Categorical Standards

focusing on the character, integrity, and qualifications of their respective members, and their respective leadership structures and composition;

overseeing management’s identification, measurement, monitoring, and control of our material risks, including compliance risk and conduct risk;

regularly requesting and receiving briefings from senior management on matters relating to compliance and business conduct risk;

holding management accountable for the timely escalation of issues for review with the Board and its committees; and

overseeing our incentive plan design and governance processes to provide for an appropriate balance of risk and compensation outcomes.

Board Oversight of Cybersecurity and Information Security Risk

Our Board recognizes the importance of maintaining the trust and confidence of our customers, clients, and employees. As a part of its objective, independent oversight of the key risks facing our company, the Board devotes significant time and attention to data and systems protection, including cybersecurity and information security risk.

The Board oversees management’s approach to staffing, policies, processes, and practices sufficient to gauge and address cybersecurity and information security risk effectively. Our Board and Enterprise Risk Committee each receive regular presentations and reports throughout the year on cybersecurity and information security risk from management. These presentations and reports address a broad range of topics, including updates on technology trends, regulatory developments, legal issues, policies and practices, the threat environment and vulnerability assessments, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats. At least twice each year, the Board discusses cybersecurity and information security risks with our Chief Operations and Technology Officer and our Chief Information Security Officer.

Cybersecurity Governance Highlights

Comprehensive reporting to our Board and Enterprise Risk Committees (both scheduled and real-time) in response to key developments

Cross-functional approach to addressing cybersecurity risk, with global technology & operations, risk, legal, and corporate audit functions presenting on key topics

Global presence, with employees and 24/7 cyber threat operations centers around the world

Collaborative approach, working with a wide range of key stakeholders to manage risk, and share and respond to intelligence

     Key Practices in Compensation Governance and Risk Management

     _🌑

The independent members of the Board approve CEO compensation, and the Compensation and Benefits Committee approves compensation for all other executive officers

     _🌑

The Board’s Enterprise Risk Committee and Audit Committee further review and approve compensation for the Chief Risk Officer and Chief Audit Executive, respectively

     _🌑

Independent control functions—including corporate audit, compliance, finance, human resources, legal, and risk—provide direct feedback to the Compensation and Benefits Committee on executive officer performance and the pay-for-performance process

     _🌑

Our incentive plan design and governance processes appropriately balance risks with compensation outcomes

     _🌑

Senior management and independent control functions, including risk, annually review and certify our incentive plans

Definition and process for identifying “risk-taking” employees

Key goals and process for incentive compensation plan design and governance to appropriately balance risks with compensation outcomes, including:

funding incentive compensation pools