Summary
This Form 8-K filing by Bank of America Corporation (BAC) on November 27, 2009, details adjustments to the 2009 compensation for two key executives: Joe L. Price, Chief Financial Officer, and Barbara J. Desoer, President of Mortgage, Home Equity and Insurance Services. These adjustments were made in accordance with the determination by the Office of the Special Master for TARP Executive Compensation. The primary change involves a shift in compensation structure. Both executives received an adjustment to their annual base salary, payable in cash and retroactive to November 1, 2009. More significantly, they were granted "Salary Stock Units" in lieu of a portion of their cash salary. These stock units represent a full year's value for 2009 and are designed to align executive compensation with the company's stock performance while adhering to TARP executive compensation restrictions.
Key Highlights
- 1Adjustments to 2009 compensation for CFO Joe L. Price and President Barbara J. Desoer were approved by the Board of Directors, based on recommendations from the Compensation and Benefits Committee.
- 2These adjustments were made in accordance with the determination memorandum issued by the Office of the Special Master for TARP Executive Compensation.
- 3Both executives received an increase in their annual base salary, effective retroactively to November 1, 2009.
- 4A significant portion of their 2009 compensation will be delivered as "Salary Stock Units" (SSUs) granted in lieu of cash salary.
- 5Mr. Price received $5.25 million in SSUs, and Ms. Desoer received $3.95 million in SSUs.
- 6SSUs are immediately vested upon grant but will be paid out in 36 equal monthly installments starting January 2011.
- 7Other compensation elements, including perquisites, supplemental retirement plans, non-qualified deferred compensation, severance arrangements, and tax gross-ups, are subject to strict limitations and prohibitions as determined by the Special Master.