BANK OF AMERICA CORP /DE/ 8-K

What Happened
Bank of America Corporation filed an 8-K dated February 13, 2026, saying its Board approved total 2025 compensation for Chair and CEO Brian T. Moynihan of $41,000,000 (versus $35,000,000 in 2024). The board cited strong 2025 results — net income of $30.5 billion (up 13%), revenue of $113.1 billion (up 7%), and improved efficiency — in setting pay. Moynihan’s pay mix: $1.5M base salary (unchanged), no cash bonus, and $39.5M in equity awards (time-based and performance RSUs), with performance awards re‑earned based on 2026–2028 results.

Key Details

• Total 2025 pay: $41,000,000; 2025 equity incentive value: $39.5M.
• Pay structure: 30% cash‑settled RSUs (vest over 12 months), 20% stock RSUs (vest annually over 4 years), 50% stock performance RSUs (re‑earned on 2026–2028 performance).
• Performance metrics for the PRSUs: 3‑year average adjusted tangible book value growth — 10.5% target / 12.5% max; 3‑year average ROA — 0.90% (90 bps) target / 1.10% (110 bps) max.
• Board raised performance thresholds and added upside: to hit 100% payout the company would need roughly $92B aggregate net income (2026–2028) under a constant $3.4T asset base ($31B/year); 150% max payout would require ~$112B aggregate ($37B/year), exceeding the company’s historical peak annual net income.

Why It Matters
This filing shows the board tied a larger portion of the CEO’s pay to multi‑year performance, raising standards for full and above‑target payouts to align executive incentives with sustained earnings and capital growth. For investors, the key takeaways are the higher total CEO pay, heavier emphasis on long‑term performance RSUs with stricter targets and upside, and the company’s strong 2025 financial backdrop (earnings, revenue, asset and capital levels) that the board used to justify the award.