National Legal and Policy Center (NLPC) has issued a formal exempt solicitation research report and related executive summary, which calls on Bank of America Corporation (NYSE: BAC) shareholders to vote FOR Proposal 4 on the 2026 proxy ballot. The proposal requests that the Board of Directors adopt a policy requiring an independent Board Chair, a governance reform intended to end the “structural conflict” of having Brian Moynihan (pictured above) serve as both supervisor and supervised. NLPC will present the proposal at the company’s Annual Meeting on May 4.
A Record of Relative Underperformance
The most compelling argument for independent oversight is the Company’s persistent struggle to keep pace with its peers. According to the 2024 Spencer Stuart Board Index, 60% of S&P 500 companies now separate these roles — the highest proportion ever recorded in the history of that annual survey — yet Bank of America remains an outlier, clinging to a combined Chair/CEO structure that the broader market has steadily abandoned.
The financial data paints a stark picture of a “laggard” institution:
- Total Shareholder Return: Over horizons ranging from one to five years, Bank of America has trailed JPMorgan Chase, Wells Fargo, Goldman Sachs, Morgan Stanley, and Citigroup — a distinction shared by no other major bank in the peer group.
- Profitability Gap: In Q4 2025, the bank reported a Return on Tangible Common Equity (ROTCE) of 14.0%, significantly trailing JPMorgan’s 18% for the same period. On a full-year basis, Bank of America’s 2025 ROTCE of 14.2% compares to JPMorgan’s approximately 20% — a gap that has widened, not narrowed, under Moynihan’s tenure.
- Ambition Deficit: Even Wells Fargo, recently hampered by a Federal Reserve asset cap that constrained its balance sheet growth for years, has set medium-term ROTCE targets of 17-18% that already exceed Bank of America’s own aspirational goal of 16-18% — meaning a formerly constrained competitor is now targeting what Bank of America can only hope to achieve.
- Efficiency Gap: Bank of America’s Q4 2025 efficiency ratio of 61% compares unfavorably to JPMorgan’s 52% overhead ratio, reflecting a structural gap in how much it costs each institution to generate a dollar of revenue.
Despite this relative weakness, the Board awarded Mr. Moynihan a 17% compensation hike to $41 million for 2025, following a 21% increase the prior year. Each of the peer CEOs who outearns Moynihan — JPMorgan’s Jamie Dimon at $43 million, Goldman’s David Solomon at $47 million, Morgan Stanley’s Ted Pick at $45 million — presides over an institution that has meaningfully outperformed Bank of America on the metrics that matter most to shareholders. The Board’s willingness to reward rising pay against lagging results is precisely the kind of accountability failure that a structurally independent chair is designed to prevent.
Ideological Overreach and Regulatory Scrutiny
The NLPC report argues that a combined Chair/CEO has allowed Mr. Moynihan to use the bank’s platform for personal political signaling, often to the detriment of shareholders. Rather than maintaining strict neutrality as a steward of a federally chartered financial institution, Moynihan has repeatedly committed the bank’s resources and credibility to progressive political causes at moments of maximum social pressure — only to reverse course quietly when the political winds shifted. Notable episodes include:
- Warrantless Surveillance: A 2026 class action lawsuit alleges the bank “data-mined” customer records to identify individuals in the D.C. area during early January 2021, handing over data to the FBI without a warrant — exposing the bank to substantial legal and reputational liability under the Right to Financial Privacy Act.
- Debanking Lawful Businesses: In December 2025, the Office of the Comptroller of the Currency (OCC) cited major banks for “inappropriate distinctions” against customers based on ideological preferences rather than financial risk — a direct regulatory indictment of policies Moynihan oversaw and, in many cases, publicly championed.
- The “Net Zero” Retreat: After co-authoring a letter with WEF founder Klaus Schwab calling for mandatory global ESG standards and joining the UN-backed Net Zero Banking Alliance at its founding, Bank of America quietly exited the group in late 2024 following antitrust concerns and political pressure — only for Moynihan to resurface in March 2026 as moderating host at King Charles III’s Sustainable Markets Initiative conference outside London.
- The Racial Equity Pledge: A $1.25 billion racial equity commitment made at the height of 2020-2021 social pressure was later declared “completed” without detailed public accounting of what was delivered or how outcomes were measured — announced boldly, unwound silently.
The Case for Accountability
Leading proxy advisors like Glass Lewis and ISS have long maintained that an independent Chair fosters a board not dominated by management. The Council of Institutional Investors and the CFA Institute are equally unequivocal: the same person should not hold both roles. Thirty-nine percent of S&P 500 companies now have a fully independent chair, up from just 28% a decade ago — and the trend is accelerating. As the 2026 Annual Meeting approaches on May 4, NLPC argues that restoring a clear line between the CEO’s execution and the Board’s oversight is the only way to reverse Bank of America’s “ambition deficit” and hold its leadership accountable for results that consistently fall short of what shareholders deserve.
NLPC urges a FOR vote on Proposal 4. Our executive summary is available executive summary, and the full exempt solicitation report can be read here.
(Post references PX14A6G Notice of exempt solicitation)
