Form 4: Bank of America CFO Awarded Future Equity Compensation

Bank of America's CFO, Alastair M. Borthwick, was granted performance and restricted stock units effective February 13, 2026, as part of his compensation.

Summary

• Alastair M. Borthwick, Executive Vice President & CFO of Bank of America Corp, was granted various equity awards.
• Awards include 121,773 target Performance Restricted Stock Units (RSUs) effective February 13, 2026, subject to performance goals.
• Performance goals for these RSUs are based on the company's three-year average return on assets and three-year average growth in adjusted tangible book value, starting January 1, 2026, and ending December 31, 2028.
• The actual payout for performance RSUs can range from 0% to 150% of the target amount and will be settled in shares on March 1, 2029, if earned.
• An additional 60,886 Restricted Stock Units, settled in cash, were granted effective February 13, 2026, vesting in four equal annual installments commencing February 15, 2027.
• Another 60,887 Restricted Stock Units, settled in shares, were granted effective February 13, 2026, vesting in four equal annual installments commencing February 15, 2027.
• These awards are made under the Bank of America Corporation Equity Plan and are exempt under Rule 16b-3(d).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting standard executive compensation practices that align management incentives with long-term company performance, without indicating any immediate operational or financial shifts.

Positives

• The grant of performance-based equity aligns the CFO's incentives with long-term company performance metrics such as return on assets and tangible book value growth.
• The multi-year vesting schedules for all RSU awards encourage long-term commitment and retention of key executive talent.

Future Outlook

The performance-based awards are tied to the company's three-year average return on assets and three-year average growth in adjusted tangible book value, beginning January 1, 2026, and ending December 31, 2028, indicating management's focus on these key financial indicators for future performance.

Industry Context

StockSavvy.ai notes that the use of performance-based restricted stock units is a common practice in the financial services industry for executive compensation, aiming to align management incentives with shareholder value creation. Tying awards to metrics like return on assets and tangible book value growth reflects a focus on profitability and balance sheet efficiency, which are critical in the banking sector.

Comparison to Industry Standards

• The structure of these RSU grants, including performance-based metrics and multi-year vesting, is consistent with executive compensation practices observed at other large U.S. financial institutions such as JPMorgan Chase & Co. (JPM) and Wells Fargo & Company (WFC).
• Performance metrics like Return on Assets (ROA) and Tangible Book Value (TBV) growth are standard in banking to measure operational efficiency and intrinsic value creation, respectively, aligning with best practices for incentivizing bank executives.

Stakeholder Impact

• Shareholders: The performance-based nature of a significant portion of the award aligns the CFO's interests with shareholder value creation over the long term, potentially leading to better financial outcomes.
• Employees: This filing specifically pertains to executive compensation and does not directly impact the broader employee base, though it reflects the company's overall compensation philosophy for senior leadership.

Next Steps

• The performance period for the Performance Restricted Stock Units will commence on January 1, 2026, and conclude on December 31, 2028.
• Cash-settled and share-settled Restricted Stock Units will begin vesting in four equal annual installments commencing February 15, 2027.
• Earned Performance Restricted Stock Units will be settled in shares on March 1, 2029.

Key Dates

Keywords

Bank of America, BAC, Alastair Borthwick, CFO, Equity Compensation, Restricted Stock Units, Performance RSUs, Executive Compensation, Corporate Governance, Insider Transaction, SEC Form 4