This morning National Legal and Policy Center presented a proposal at Bank of America Corporation‘s annual shareholder meeting that asked the board to implement a policy to require the Chair of the Board of Directors to be an independent member from the CEO. In other words, the same executive could not hold both roles.
Currently Brian Moynihan (pictured above) is Chairman and CEO.
Bank of America’s board of directors opposed our proposal, as explained on page 78 of the company’s proxy statement. NLPC responded to the board’s opposition statement in an exempt solicitation report circulated to the company’s shareholders.
Speaking at the meeting as sponsor of the resolution was Paul Chesser, director of NLPC’s Corporate Integrity Project. A transcript of his three-minute remarks, which you can listen to here, follows:
Good morning.
I’m Paul Chesser of the National Legal and Policy Center, presenting Proposal 4, which requests that Bank of America adopt a policy requiring that the roles of Board Chairman and Chief Executive Officer be held by two separate individuals, with the Chair required to be an independent director.
This is not a radical idea.
Approximately 60 percent of S&P 500 companies already separate these roles — the highest proportion on record, according to the Spencer Stuart Board Index.
The reason is straightforward: when the same person serves as both Chairman and CEO, he is — in effect — supervising himself.
That is not governance.
The case for change at Bank of America is reflected in its performance over time.
Across multiple time horizons, the company has frequently trailed the majority of its major peers, including JPMorgan Chase, Wells Fargo, Goldman Sachs, Morgan Stanley, and Citigroup.
While results improved in the first quarter of 2026 — with approximately 16 percent return on tangible common equity — profitability has still generally lagged leading peers.
In the fourth quarter of 2025, Bank of America reported roughly 14 percent on tangible common equity, compared to about 18 percent at JPMorgan.
Efficiency tells a similar story.
Bank of America’s efficiency ratio — the cost required to generate a dollar of revenue — has remained in the low 60 percent range, compared to the low 50s at JPMorgan Chase.
That gap has persisted over time and points to a structural issue that requires sustained accountability to address.
Even Wells Fargo — only recently freed from a multi-year Federal Reserve asset cap — has articulated medium-term profitability targets that meet or exceed Bank of America’s own stated goals.
Yet the Board awarded Chairman and CEO Brian Moynihan compensation of approximately $40 million dollars for 2025, following a significant increase the year before.
Rising pay alongside lagging relative performance is precisely the kind of outcome that independent board oversight is intended to prevent.
We are not asking for an unusual step.
We are asking this Board to meet a governance standard already adopted by a majority of S&P 500 companies.
A vote FOR an independent chair policy is a vote for accountability, independent oversight, and governance that puts shareholder interests first.
We urge you to vote FOR Proposal 4.
Thank you.
All assertions made by Chesser in his above remarks are footnoted and can be found in NLPC’s exempt solicitation report, here. An executive summary of the report can be viewed here.
Read NLPC’s shareholder proposal for the Bank of America Corporation annual meeting here.
Listen to Chesser’s three-minute remarks in support of the proposal here.
