8-KLeadership ChangesExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Executive Changes (Aug 24, 2004)

Summary

This 8-K filing by Bank of America Corporation (BAC) on August 24, 2004, primarily reports on leadership changes and executive departure. Specifically, it announces the departure of Bradford H. Warner, President – Premier and Small Business Banking, effective September 30, 2004. The filing details the significant severance and retirement benefits Mr. Warner is entitled to receive, stemming from prior agreements related to the 1999 BankBoston/Fleet Financial merger and subsequent agreements with Bank of America. These benefits include deferred severance, enhanced retirement plan contributions and benefits, continued welfare coverage, a pro rata bonus, and a severance payment equal to twice his annual compensation. Investors should note the specific financial implications of Mr. Warner's departure, including the aggregate value of his severance and retirement packages, which are substantial. The filing references prior disclosures related to these arrangements, indicating they were anticipated in the context of the FleetBoston merger. While this filing focuses on a single executive's departure and associated costs, it underscores the complexities of executive compensation and separation agreements within large financial institutions, particularly following significant mergers.

Key Highlights

  • 1Bradford H. Warner, President – Premier and Small Business Banking, is departing Bank of America effective September 30, 2004.
  • 2Mr. Warner is entitled to substantial severance benefits totaling over $7.9 million in deferred BankBoston severance, with ongoing interest accrual.
  • 3Additional benefits include approximately $4.4 million in enhanced retirement plan benefits and employer contributions under prior FleetBoston agreements.
  • 4Mr. Warner will receive a pro rata annual bonus of $1,876,712 for services rendered through his departure date.
  • 5A significant severance payment of $6,400,000, equal to two times his annual base salary and highest bonus, is also stipulated.
  • 6The filing references prior disclosures of these benefits in connection with the 1999 BankBoston/Fleet Financial merger and subsequent Bank of America merger agreements.
  • 7Bank of America will also cover Mr. Warner's welfare benefits for three years post-departure.

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