Reuters columnist Stephen Gandel says Bank of America could soon draw an activist campaign, citing years of trailing performance and a widening valuation gap with JPMorgan Chase. Gandel flags an aging board, underperforming wealth unit, and muddled capital-allocation priorities under CEO/Chair Brian Moynihan.
At Bank of America’s 2026 annual meeting, National Legal and Policy Center will once again ask the company to adopt a policy for an independent chair—a straightforward governance reform that would end Moynihan’s dual role and restore real accountability over strategy, risk, and culture. We first presented an independent chair proposal at Bank of America in 2023.
NLPC generally supports the independent chair policy on philosophical grounds, but Mr. Moynihan’s laundry list of poor risk management practices and ESG distractions made the need for accountability even more urgent. We detailed our concerns at length in a proxy memo filed with the SEC. Our proposal received roughly 26% shareholder support, while another proponent filed the same proposal in 2024 and received roughly 31% support. Both results demonstrate shareholders’ appetite for increased accountability over Mr. Moynihan’s leadership.
We’re returning to the independent chair proposal for a few reasons. First, recent policy changes made by the SEC have encouraged us to focus more on governance-related shareholder proposals. Second, under Mr. Moynihan’s leadership, Bank of America has barreled forward with its woke policies even as many of its competitors have moved in the opposite direction. Third, Bank of America has lagged its competitors financially. According to Gandel’s analysis:
As of December 3, shares in the lender led by Brian Moynihan had trailed JPMorgan, Citigroup, Wells Fargo, Goldman Sachs, and Morgan Stanley over a one, two, three, four and five-year period. BofA’s stock traded at 1.7 times 12-month forward tangible book value, according to Visible Alpha – more than a third below JPMorgan’s multiple. The two mega-banks’ valuations were roughly equal as recently as 2022…
An activist wouldn’t have to target Moynihan personally, since he seems likely to stay through 2030. Better to focus on BofA’s new “medium-term” 16% to 18% return on tangible equity target, which seems low relative to JPMorgan’s forecast 21% in 2028, using analyst estimates gathered by Visible Alpha in December. The overriding aim of an activist at BofA could be to nudge Moynihan to beat his goals…
While we agree that Bank of America’s financial performance has left a lot to be desired, we disagree that Mr. Moynihan should not be pressed. In recent months, major business media publications have reported that Mr. Moynihan has been on the hot seat with the company’s board.
All parties are overlooking an obvious point that only NLPC has raised: institutionalized wokeness is a drag on a long term financial performance. While the board may complain about Bank of America’s lagging returns, it has stood by as Mr. Moynihan leads the the company into an industry-leading position in left-wing governance.
Meanwhile, Bank of America’s biggest rival has cut DEI and ended work from home in an effort to increase competitiveness. Bank of America will continue to fall behind if it does not fix its culture, and that starts at the top. Introducing an independent chair would send a strong message to Mr. Moynihan that he no longer gets to use shareholder resources to advance his personal political agendas and he should focus on restoring Bank of America to a more competitive position instead.
