2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 322 Proxy Statement Summary Compensation Highlights Pay-for-Performance Compensation Philosophy Our compensation philosophy is to pay for performance over the long-term, as well as on an annual basis. Our performance considerations include both financial and non-financial measures—including the manner in which results are achieved—for the company, line of business, and the individual. These considerations reinforce and promote Responsible Growth and maintain alignment with our risk framework. Our executive compensation program provides a mix of salary, incentives, and benefits paid over time to align executive officer and stockholder interests. A majority of total variable compensation granted to named executive officers is in the form of deferred equity-based awards, further encouraging long-term focus on generating sustainable growth for our stockholders. 2017 Compensation Decisions for the CEO In 2017, the company’s focus on Responsible Growth produced earnings of $18.2 billion, including a charge of $2.9 billion related to the Tax Cuts and Jobs Act (Tax Act). Excluding the Tax Act impact, Responsible Growth delivered earnings of $21.1 billion, which is up 18% over 2016 earnings of $17.8 billion. In recognition of our Responsible Growth results, overall company performance, and the CEO’s individual performance, the Compensation and Benefits Committee and the Board’s independent directors determined the following compensation for our CEO: ‰ Total compensation, inclusive of base salary and equity-based incentives, of $23.0 million ‰ 93.5% of Mr. Moynihan’s total compensation is variable and directly linked to company performance. All CEO variable compensation was awarded in equity (as it has been since 2010) ‰ 46.7% of Mr. Moynihan’s total compensation was awarded in the form of performance restricted stock units (PRSUs) that must be re-earned based on sustained three-year average performance of key metrics (return on assets and growth in adjusted tangible book value) ‰ The remainder of the CEO’s variable pay was awarded as cash-settled restricted stock units (CRSUs) and time-based restricted stock units (TRSUs) ‰ Based on stockholder input and our Board’s assessment, this overall pay structure is consistent with prior years 9 3 . 5 % V a r i a b l e / E q u i t y 2017 Total CEO Compensation (1) CRSUs TRSUs 6 . 5 % F i x e d 28.0% 18.7% 46.7% PRSUs Base Salary Compensation Risk Management Features Historical Say on Pay Votes ‰ Mix of fixed and variable pay ‰ Balanced, risk-adjusted performance measures ‰ Pay-for-performance process that bases individual awards on actual results and how those results were achieved ‰ Review of independent control function feedback in performance evaluations and compensation decisions ‰ Deferral of a majority of variable pay through equity- based awards ‰ Robust stock ownership and retention requirements for executive officers ‰ Use of multiple cancellation and clawback features for equity-based awards Our Compensation and Benefits Committee believes the results of last year’s Say on Pay vote and input from our stockholder engagement affirmed our stockholders’ support of our company’s executive compensation program. This informed our decision to maintain a consistent overall approach in setting executive compensation for 2017. 2017 95.6% 2013 93.8% 2014 93.5% 2015 94.8% 2016 93.1% See “Compensation Discussion and Analysis” on page 37 and “Executive Compensation” on page 51. (1) Total compensation pay components does not equal 100% due to rounding. Bank of America Corporation 2018 Proxy Statement v Total of 02 pages in section BANK OF AMERICA CORPORATION