UPDATE 1-Bank of America CEO made $8.1 million in 2011

Wed Mar 28, 2012 7:19pm BST

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* Moynihan's pay includes $6.1 million in performance-based stock

* BofA CEO received no bonus

* Pay trails peers at Wells Fargo, Citigroup, three BofA officers (Adds details about pay, comparsions to other CEOs, byline)

By Rick Rothacker

March 28 (Reuters) - Bank of America Corp Chief Executive Officer Brian Moynihan made $8.1 million in total compensation last year, more than four times the $1.9 million he received in 2010, according to a filing with the U.S. Securities and Exchange Commission on Wednesday.

But the CEO of the second-largest U.S. bank made less than some of his CEO peers at other major banks -- and less than three other Bank of America officers.

Moynihan's 2011 pay included $6.1 million in performance-based stock that would vest only if the bank were to meet a return on assets measure by the end of 2015. His total compensation also counted $950,000 in salary, $604,698 from a change in pension value and deferred compensation and $420,524 in other compensation, largely related to his use of corporate aircraft.

Moynihan received no cash bonus.

In 2011, Bank of America shares fell 58 percent as investors worried about the company's need for more capital to absorb mortgage-related losses and meet new international capital standards. Those concerns have eased after the bank passed the Federal Reserve's stress test in March, and the stock has climbed more than 70 percent this year.

Bank of America, though, still faces questions about its ability to generate earnings growth and about potential mortgage-related losses from its 2008 Countrywide Financial acquisition. The bank posted net income applicable to common stock holders of $85 million in 2011, its first profit in two years under Moynihan's leadership.

Under SEC guidelines, Moynihan's $6.1 million in stock grants were counted in his 2011 compensation because they were awarded during the calender year, but they were actually granted at the beginning of the year for his 2010 performance. The performance-based stock could have a maximum value of $9.2 million, but the bank assumed that only two-thirds of the shares would actually vest in determining the value reported to the SEC, according to the proxy.

In February of this year, the bank awarded Moynihan shares worth $6.1 million for his 2011 performance. About $4.1 million of those shares were performance-based, while the rest will vest in 12 monthly portions and be paid out in cash. Those shares will be counted in next year's proxy.

Moynihan made less than the leaders of other large U.S. banks in 2011. Wells Fargo & Co CEO John Stumpf's total 2011 compensation rose about 5 percent to $19.8 million. Citigroup Inc CEO Vickram Pandit made $14.9 million in 2011, up from a nominal $1 in 2010. JPMorgan Chase & Co hasn't filed its proxy containing executive compensation details.

At Bank of America, three of the five other executives listed in Wednesday's proxy filing also made more money than Moynihan: Co-Chief Operating Officer Tom Montag ($14.3 million), Chief Financial Officer Bruce Thompson ($11.1 million) and Co-Chief Operating Officer David Darnell ($8.4 million). Chief Legal Officer Gary Lynch, who joined the company in July, made $7.3 million, while Vice Chairman Chuck Noski, who gave up his CFO position in June, made $6.4 million.

The proxy also disclosed that Bank of America nominated director Virgis Colbert for re-election, even though he has reached the age of 72. The company's guidelines say directors who reach that age should not be nominated unless it is in the "best interests" of the company, according to the filing. Twelve directors will be up for election at the bank's May 9 shareholder meeting, after the previously announced retirement of board member Paul Jones. (Reporting by Rick Rothacker in Charlotte, North Carolina; Editing by Lisa Von Ahn and Gerald E. McCormick)

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