Form 4: BofA Executive Scrivener Awarded Performance, Restricted Stock Units

Bank of America's Chief Operations Executive, Thomas M. Scrivener, received significant equity awards, including performance-based and time-vesting restricted stock units, as part of the company's equity plan.

Summary

• Thomas M. Scrivener, Chief Operations Executive of Bank of America Corporation, was granted new equity awards on February 13, 2026.
• Awards include 57,682 Performance Restricted Stock Units (PRSUs) at target, which are contingent on achieving specific three-year performance goals related to the company's return on assets and adjusted tangible book value growth from January 1, 2026, to December 31, 2028.
• The actual number of shares received from PRSUs can range from 0% to 150% of the target amount (0 to 86,523 shares), settling on March 1, 2029, if earned.
• Additionally, Scrivener received 28,841 cash-settled Restricted Stock Units (RSUs) and 28,841 share-settled RSUs.
• Both sets of RSUs will vest in four equal annual installments starting February 15, 2027, with an expiration date of February 15, 2030.
• Following these awards, Thomas M. Scrivener directly beneficially owns 207,531 shares of Bank of America common stock, in addition to the newly granted derivative securities.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive development, reflecting standard executive compensation practices that align management incentives with long-term shareholder value creation through performance-based awards.

Positives

• The equity awards align executive compensation with long-term company performance through performance-based restricted stock units tied to return on assets and adjusted tangible book value growth.
• The awards demonstrate continued commitment to executive retention and motivation through multi-year vesting schedules for restricted stock units.

Risks

• The actual value of the Performance Restricted Stock Units (PRSUs) is contingent on the attainment of pre-established performance goals, meaning the executive may receive fewer or no shares if targets are not met.
• The value of the share-settled awards is subject to the future market price fluctuations of Bank of America common stock.

Future Outlook

The awards indicate Bank of America's forward-looking compensation strategy, tying executive incentives to future financial performance metrics such as return on assets and adjusted tangible book value growth over a three-year period (2026-2028), with vesting extending to 2029 and 2030.

Industry Context

StockSavvy.ai notes that the structure of these equity awards, combining performance-based units with time-vesting restricted stock units, is a common practice in the financial services industry. This approach aims to balance long-term strategic alignment with executive retention, reflecting a standard compensation model for senior executives at large financial institutions.

Comparison to Industry Standards

• The use of performance-based equity awards tied to metrics like Return on Assets (ROA) and Adjusted Tangible Book Value (ATBV) growth is consistent with best practices observed in major global banks such as JPMorgan Chase, Wells Fargo, and Citigroup, which also link a significant portion of executive compensation to key financial and operational performance indicators.
• The multi-year vesting schedule for RSUs (four equal annual installments) is standard for executive retention programs across the banking sector, comparable to schemes at institutions like Goldman Sachs and Morgan Stanley.
• The target award size for a Chief Operations Executive at a bank of Bank of America's scale appears to be within the typical range for similar roles, though specific peer comparisons would require detailed compensation committee reports.

Stakeholder Impact

• Shareholders: The performance-based awards align executive interests with shareholder returns, potentially driving long-term value. The dilution from share-settled RSUs is a standard consideration for equity compensation plans.

Next Steps

• Bank of America's performance will be measured against pre-established goals for return on assets and adjusted tangible book value growth from January 1, 2026, to December 31, 2028.
• The 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

Recommendation

This Form 4 filing reports routine executive compensation awards and does not contain information that would fundamentally alter the investment thesis for Bank of America. While the awards align executive incentives with long-term performance, they are an expected part of a large financial institution's compensation structure and are unlikely to significantly impact the stock price in isolation. Investors should continue to hold based on broader company fundamentals and market conditions.

Keywords

Bank of America, BAC, Form 4, Insider Trading, Executive Compensation, Restricted Stock Units, Performance Shares, Equity Awards, Thomas M. Scrivener, Chief Operations Executive