* Moynihan's pay includes $6.1 million in performance-based
* BofA CEO received no bonus
* Pay trails peers at Wells Fargo, Citigroup, three BofA
(Adds details about pay, comparsions to other CEOs, byline)
By Rick Rothacker
March 28 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
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
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)