Form 4: Bank of America Co-President Awarded Equity

Bank of America Co-President Dean C. Athanasia received significant equity awards, including performance-based and time-vesting restricted stock units, as part of the company's equity plan.

Summary

• Dean C. Athanasia, Co-President of Bank of America Corp (BAC), was granted various equity awards on February 13, 2026.
• The awards include 160,228 Performance Restricted Stock Units (RSUs) which are contingent on the attainment of pre-established performance goals.
• These performance goals are based on the company's three-year average return on assets and three-year average growth in adjusted tangible book value, for the period January 1, 2026, to December 31, 2028.
• The actual payout for performance RSUs can range from 0% to 150% of the target amount, with settlement in shares on March 1, 2029.
• Additionally, 80,114 Restricted Stock Units (RSUs) were granted, which are settled in cash and vest in four equal annual installments commencing February 15, 2027.
• Another 80,114 Restricted Stock Units (RSUs) were granted, which are settled in shares and also vest in four equal annual installments commencing February 15, 2027.
• Following these transactions, Dean C. Athanasia beneficially owns 558,669 shares of Common Stock directly.
• All awards were 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 neutral to slightly positive event, reflecting routine executive compensation practices that align management incentives with long-term company performance, without indicating any immediate operational or financial changes.

Positives

• The grant of equity awards aligns the Co-President's long-term interests with those of Bank of America shareholders.
• Performance-based awards incentivize the achievement of key financial metrics, such as return on assets and tangible book value growth.

Risks

• The actual number of shares received from Performance Restricted Stock Units may be lower than the target amount (0% to 150%) if performance goals related to return on assets and adjusted tangible book value growth are not fully met.
• Future market conditions could impact the value of the common stock received upon vesting and settlement of the awards.

Future Outlook

The future payout for the performance-based awards is contingent on Bank of America's financial performance over a three-year period ending December 31, 2028. Other restricted stock units will vest in annual installments commencing February 15, 2027, providing a long-term incentive for the Co-President.

Industry Context

StockSavvy.ai notes that the granting of performance-based and time-vesting equity awards to senior executives is a standard practice within the financial services industry. This approach is widely adopted by major banks to align executive compensation with long-term shareholder value creation and to retain key talent.

Comparison to Industry Standards

• The structure of these equity awards, combining performance-based and time-vesting components, is consistent with executive compensation practices observed at peer institutions such as JPMorgan Chase & Co. (JPM), Wells Fargo & Company (WFC), and Citigroup Inc. (C).
• The use of metrics like return on assets and growth in tangible book value for performance-based awards is common in the banking sector, reflecting key drivers of financial health and shareholder value.

Corporate Governance

Stakeholder Impact

• Shareholders: The awards aim to align executive interests with shareholder value creation through performance-based incentives and long-term equity ownership.
• Employees: The equity plan is a standard component of executive compensation, potentially influencing broader compensation strategies within the company.

Next Steps

• Bank of America's performance will be assessed against the established goals for return on assets and adjusted tangible book value growth for the period ending December 31, 2028.
• The cash-settled and share-settled Restricted Stock Units will begin vesting in four equal annual installments starting February 15, 2027.

Key Dates

Keywords

Bank of America, BAC, Form 4, Insider Transaction, Equity Award, Restricted Stock Units, Performance Shares, Executive Compensation, Corporate Governance