National Legal and Policy Center (NLPC) has published an exempt solicitation research report that urges Bank of America Corporation (NYSE: BAC) shareholders to vote FOR shareholder Proposal 4, which requests a policy to separate the Chairman of the Board and Chief Executive Officer roles. NLPC will present the proposal at the company’s 2026 Annual Meeting on May 4. An independent chair policy is a governance reform already adopted by 60% of S&P 500 companies, the highest proportion ever recorded by the Spencer Stuart Board Index.¹
Download the Full ReportBank of America’s persistent underperformance relative to every major peer institution stands as the most direct indictment of the current combined Chair/CEO structure. Over every measured time horizon from one to five years, Bank of America stock has trailed JPMorgan Chase, Wells Fargo, Goldman Sachs, Morgan Stanley, and Citigroup — a distinction shared by no other major bank.² In Q4 2025, Bank of America reported a return on tangible common equity (ROTCE) of 14.0%,³ compared to JPMorgan’s approximately 21%⁴ — a gap that has widened rather than narrowed under CEO Brian Moynihan’s watch. Wells Fargo, only recently freed from a Federal Reserve-imposed asset cap, has already set a medium-term ROTCE target exceeding Bank of America’s own aspirational range.⁵ The Board’s response to this sustained relative underperformance has been to raise Moynihan’s total compensation 17% to $41 million for 2025, following a 21% increase in 2024⁶ — a pattern of rising pay against lagging results that an independent chair would be structurally positioned to check.
NLPC’s proposal calls on Bank of America’s Board of Directors to adopt a formal policy mandating that the Chair and CEO offices be held by two separate individuals, with the Chair required to be an independent director whenever possible. Leading governance institutions — including the Council of Institutional Investors,⁷ the CFA Institute,⁸ Glass Lewis,⁹ and ISS¹⁰ — all support chair-CEO separation as a best practice, and 39% of S&P 500 companies now have a fully independent chair, up from 28% a decade ago.¹
Beyond financial underperformance, NLPC’s report documents a pattern of ideologically driven corporate commitments under Moynihan’s leadership that an independent board chair would have been empowered to question or prevent. These include Bank of America’s active opposition to North Carolina’s 2016 HB2 legislation;¹¹ Moynihan’s leadership role in the World Economic Forum’s Stakeholder Capitalism initiative;¹² Bank of America’s founding membership in the UN-backed Net Zero Banking Alliance, from which it quietly withdrew in late 2024;¹³ a $1.25 billion racial equity pledge later wound down without detailed public accounting;¹⁴ systematic debanking of lawful businesses cited by the Office of the Comptroller of the Currency in December 2025 as an inappropriate use of the bank’s government-granted charter;¹⁵ and Bank of America’s voluntary, warrantless disclosure of customer financial data to the FBI following January 6, 2021 — conduct now the subject of a federal class action lawsuit.¹⁶
Bank of America shareholders are urged to vote FOR the independent board chair proposal on the 2026 proxy ballot.
Download the Full ReportENDNOTES:
¹ Julie Daum and Laurel McCarthy. “2024 U.S. Board Index,” Harvard Law School Forum on Corporate Governance, October 26, 2024. See https://corpgov.law.harvard.edu/2024/10/26/2024-u-s-board-index/
² Stephen Gandel. “Bank of America looks ripe for activist treatment,” Reuters Breakingviews, December 17, 2025. See https://www.reuters.com/commentary/breakingviews/bank-america-looks-ripe-activist-treatment-2025-12-17/
³ “Bank of America Reports Fourth Quarter 2025 Financial Results” (Form 8-K Exhibit 99.1), Bank of America Corporation, January 14, 2026. See https://investor.bankofamerica.com/regulatory-and-other-filings/select-sec-filings/content/0000070858-26-000020/bac12312025ex991.htm
⁴ “JPMorgan Chase & Co. Earnings Release — Fourth Quarter 2025 Results” (Form 8-K Exhibit 99.1), JPMorgan Chase & Co., January 13, 2026. See https://www.sec.gov/Archives/edgar/data/19617/000162828026001902/a4q25erfexhibit991narrative.htm
⁵ “Wells Fargo Reports Fourth Quarter 2025 Net Income,” Wells Fargo & Company, January 14, 2026. See https://www.wellsfargo.com/assets/pdf/about/investor-relations/earnings/fourth-quarter-2025-earnings.pdf; “How Does Bank of America Plan to Achieve ROTCE Target of 16-18%?” Yahoo Finance, November 18, 2025. See https://finance.yahoo.com/news/does-bank-america-plan-achieve-124600689.html
⁶ Katherine Doherty. “Bank of America Boosts CEO Moynihan’s Pay to $41 Million for 2025,” Bloomberg, February 13, 2026. See https://www.bloomberg.com/news/articles/2026-02-13/bank-of-america-lifts-moynihan-s-pay-17-to-41-million-for-2025
⁷ “Policies on Corporate Governance,” Council of Institutional Investors, accessed February 2026. See https://www.cii.org/corp_gov_policies
⁸ “Board of Directors Structure,” CFA Institute Research and Policy Center, October 29, 2019. See https://rpc.cfainstitute.org/policy/positions/board-structure
⁹ “2025 Benchmark Policy Guidelines — United States,” Glass Lewis, November 2024. See https://resources.glasslewis.com/hubfs/2025%20Guidelines/2025%20US%20Benchmark%20Policy%20Guidelines.pdf
¹⁰ “2025 U.S. Governance Post-Season Review: Evolving Priorities in a Shifting Landscape,” Harvard Law School Forum on Corporate Governance, October 13, 2025. See https://corpgov.law.harvard.edu/2025/10/13/2025-u-s-governance-post-season-review-evolving-priorities-in-a-shifting-landscape/
¹¹ “BofA’s Moynihan to keep fighting controversial ‘bathroom bill’,” CNBC, April 27, 2016. See https://www.cnbc.com/2016/04/27/bofas-moynihan-fighting-hb2-north-carolinas-controversial-bathroom-bill.html
¹² “Brian Moynihan,” World Economic Forum, accessed March 25, 2026. See https://www.weforum.org/stories/authors/brian-t-moynihan/
¹³ Zoya Mirza. “Bank of America, Citigroup, Morgan Stanley latest to exit Net-Zero Banking Alliance,” ESG Dive, January 3, 2025. See https://www.esgdive.com/news/bank-of-america-citigroup-morgan-stanley-exit-nzba/736455/
¹⁴ “Bank of America Increases Commitment to Advance Racial Equality and Economic Opportunity to $1.25 Billion,” Bank of America Corporation, March 30, 2021. See https://www.businesswire.com/news/home/20210330005760/en/Bank-of-America-Increases-Commitment-to-Advance-Racial-Equality-and-Economic-Opportunity-to-$1.25-Billion; “Five Years After George Floyd Protests, Many Companies Change Tune on DEI,” Fox Business, June 20, 2025. See https://www.foxbusiness.com/media/five-years-after-george-floyd-protests-many-companies-change-tune-dei
¹⁵ “OCC Releases Preliminary Findings from Its Review of Large Banks’ Debanking Activities,” Office of the Comptroller of the Currency, December 10, 2025. See https://www.occ.gov/news-issuances/news-releases/2025/nr-occ-2025-123.html
¹⁶ Gabrielle Saulsbery. “BofA sued over alleged Jan. 6 ‘surveillance,'” Banking Dive, January 7, 2026. See https://www.bankingdive.com/news/customer-sues-bofa-over-alleged-jan-6-surveillance-data-mining/808994/
(Post references PX14A6G Notice of exempt solicitation)
