8-KLeadership ChangesExhibits & Filings

BANK OF AMERICA CORP /DE/ 8-K Report, Executive Changes (Apr 16, 2010)

Filed April 16, 2010For Securities:BACBAC-PBBAC-PKBAC-PLBAC-PMBAC-PNBAC-PSBML-PJBAC-PEBAC-PPBAC-PQBACRPBML-PGBML-PHBML-PLBAC-POMER-PK

Summary

This 8-K filing from Bank of America Corporation (BAC) on April 16, 2010, primarily announces the appointment of Mr. Charles H. Noski as Executive Vice President and Chief Financial Officer (CFO), with an anticipated start date of May 11, 2010. Mr. Noski brings extensive financial leadership experience from previous roles at Northrop Grumman, AT&T, and Hughes Electronics, among others. His compensation package includes a base salary, a signing bonus, and a significant performance-based incentive award for 2010, comprised of restricted stock and cash, contingent on continued employment. This appointment is a key leadership change for Bank of America, especially given the ongoing economic environment at the time. Investors will be focused on Mr. Noski's track record and how his financial stewardship will impact the company's performance and strategic direction moving forward. The filing also details terms related to potential repayment of benefits and severance, as well as non-solicitation and non-competition clauses.

Key Highlights

  • 1Appointment of Charles H. Noski as Executive Vice President and Chief Financial Officer, effective May 11, 2010.
  • 2Mr. Noski has a strong background in financial leadership, previously serving as CFO for Northrop Grumman and AT&T.
  • 3Mr. Noski's compensation package includes a $800,000 base salary.
  • 4He is eligible for a significant 2010 performance incentive award with a target value of $7,200,000 (comprising restricted stock and cash).
  • 5A $500,000 signing bonus is provided, which must be repaid if employment is voluntarily terminated within 12 months of payment.
  • 6Relocation benefits are offered, subject to repayment under certain voluntary termination or failure to relocate conditions.
  • 7The offer letter includes provisions for repayment of financial commitments if 'detrimental conduct' is determined.

Frequently Asked Questions

Mr. Charles H. Noski has been appointed as the new Executive Vice President and Chief Financial Officer. His anticipated start date is May 11, 2010.

Mr. Noski will receive an annual base salary of $800,000. He is also eligible for a signing bonus of $500,000 and a performance incentive award for 2010 with a target value of $7,200,000, consisting of restricted stock and cash. Relocation benefits are also provided.

Yes, the $500,000 signing bonus must be repaid if Mr. Noski voluntarily terminates his employment within 12 months of its payment. Relocation benefits also require repayment if he voluntarily terminates within 12 months of his start date or fails to relocate his principal place of employment to Charlotte.

Mr. Noski has extensive experience, including serving as Chief Financial Officer and Corporate Vice President of Northrop Grumman Corp., Vice Chairman and CFO of AT&T Corp., and Vice Chairman and CFO of Hughes Electronics Corp. He also has a background in public accounting and has served on several corporate boards, including Microsoft.