Independent
Tenure on this board
22.4 yrs
Also a director at
Berkshire Hathaway Inc (BRK.B)
11 nominees · 7 ballot items.
Election of 11 directors; advisory approval of executive compensation (Say-on-Pay); ratification of PwC as independent auditor; four shareholder proposals on SRI/climate congruence, independent board chair, lobbying alignment, and a sustainability ROI report.
Election of the 11 nominated directors to serve for one-year terms until the 2027 annual meeting.
Non-binding advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement (Say-on-Pay).
This advisory (Say-on-Pay) proposal asks shareholders to approve, on a non-binding basis, the compensation program for the Firm’s Named Executive Officers as disclosed throughout the proxy. Management seeks approval to validate its compensation philosophy and implementation, emphasizing pay-for-performance, heavy weighting toward long-term equity (particularly PSUs for the CEO), and integration of risk, controls and conduct into pay decisions. The Compensation & Management Development Committee details robust governance—peer benchmarking, clawbacks, anti-hedging/anti-pledging, stock ownership and multi-year PSU structures tied to ROTCE—intended to align management incentives with shareholder returns and safety and soundness. Management’s recommendation is FOR, citing strong firm performance, alignment of CEO pay to long-term performance (88% of CEO variable pay deferred into PSUs), and extensive shareholder engagement that supported prior Say-on-Pay votes. Material context includes exceptionally strong 2025 financial results, ongoing regulatory scrutiny of banks’ pay practices, and the firm’s continued use of protection-based vesting and recovery provisions; the vote is advisory but is considered in future compensation decisions by the CMDC.
Ratification of PricewaterhouseCoopers LLP as the Firm’s independent registered public accounting firm for 2026.
Shareholder request for a report describing Board oversight and evaluation of how the Security and Resiliency Initiative aligns with existing climate-related commitments.
Request that the Board adopt a policy to separate the roles of Chair and CEO with the Chair being an independent director.
Shareholder request for a report analyzing and disclosing alignment between the firm’s lobbying/public policy advocacy (including via trade associations and 501(c)(4) organizations) and its stated public policy positions.
Shareholder request for a report assessing whether sustainability investments counted in the Firm’s Sustainable Development Target were authorized based on positive NPV and maintained based on quantifiable ROI metrics.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.17% | 165,278,733 | $48.6B |
| 2 | STATE STREET CORP | 4.64% | 124,276,661 | $36.6B |
| 3 | BlackRock, Inc. | 2.89% | 77,458,527 | $22.8B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.45% | 65,580,826 | $19.3B |
| 5 | BlackRock, Inc. | 2.07% | 55,543,358 | $16.3B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.01% | 53,874,620 | $15.8B |
| 7 | MORGAN STANLEY | 1.35% | 36,218,095 | $10.7B |
| 8 | Capital Research Global Investors | 1.02% | 27,413,395 | $8.1B |
| 9 | BANK OF AMERICA CORP /DE/ | 0.99% | 26,449,038 | $7.8B |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 0.88% | 23,505,926 | $6.9B |
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