Summary
This 8-K filing from Bank of America Corporation (BAC) reports on the retirement of Chairman Charles K. (Chad) Gifford, effective January 31, 2005. While Mr. Gifford will step down as Chairman, he will remain on the Board of Directors. Mr. John A. Thain is slated to become the new Chairman. The filing details the compensation and consulting agreement for Mr. Gifford's transition, including potential incentive awards, a multi-year consulting arrangement with a $50,000 annual retainer, and significant perquisites such as aircraft use and office support. Investors should note the transition in leadership at the highest level of the board. The agreement with Mr. Gifford outlines continued, albeit limited, engagement and provides for substantial retirement benefits and perquisites, reflecting his long tenure and contributions. The company is ensuring a smooth handover while retaining access to his expertise through consulting services.
Key Highlights
- 1Charles K. (Chad) Gifford to retire as Chairman of the Board effective January 31, 2005, but will remain a Director.
- 2John A. Thain to assume the role of Chairman of the Board upon Mr. Gifford's retirement.
- 3Mr. Gifford eligible for cash incentive awards of up to $8,000,000 for 2004 and up to $667,000 for 2005.
- 4A 5-year consulting agreement with a $50,000 annual retainer, renewable annually thereafter.
- 5Consulting services will include advice on philanthropic activities and Company initiatives.
- 6Mr. Gifford entitled to significant perquisites including aircraft use (up to 120 hours/year), office space, secretarial support, and car/driver service.
- 7Disclosure of Mr. Gifford's vested BankBoston deferred severance benefits of approximately $16.36 million and an estimated $3.1 million annual annuity from the FleetBoston SERP.