BofA shareholders vote not to separate CEO, board chair roles

• Key Insight: BofA shareholders voted not to make the bank's board chair a separate person from its CEO, signaling confidence in Brian Moynihan's ability to perform both roles.
• Supporting Data: Almost 70% of the bank's shareholders voted to leave the current arrangement alone.
• Expert Quote: "When the same person serves as both chairman and CEO, he is, in effect, supervising himself. That is not governance," said Paul Chesser, director of the Corporate Integrity Project at the nonprofit National Legal and Policy Center.

Bank of America's shareholders have once again rejected a proposal to separate the roles of chief executive officer and board chair, expressing roughly the same level of satisfaction as they did two years ago with Brian Moynihan holding both positions.

During BofA's annual shareholders meeting on Monday, 32.6% of shareholders voted for a proposal to appoint an independent chair of the board. The tally showed only a slight uptick from the vote in 2024, when 31% of shareholders voted to split the two roles. (No such measure was voted on in 2025.)

Moynihan has held both leadership positions for more than a decade. He became CEO in 2010 and chairman of the board in 2014.

In its proxy statement, the nation's second-largest bank urged shareholders to leave the current arrangement alone.

"There is no conclusive evidence demonstrating that an independent Chair leads to superior governance or performance, and Board flexibility to determine the optimal leadership structure is the norm at other large companies," BofA's board wrote.

Speaking in favor of the proposal was Paul Chesser, director of the Corporate Integrity Project at the nonprofit National Legal and Policy Center. In a prerecorded statement played during Monday's meeting, Chesser pointed out that about 60% of S&P 500 companies currently separate the CEO and chair roles, according to the consulting firm Spencer Stuart.

"This is not a radical idea," Chesser said. "When the same person serves as both chairman and CEO, he is, in effect, supervising himself. That is not governance."

BofA is not the only bank to fend off a recent push to divide its top leadership positions. On April 28, Wells Fargo shareholders struck down a similar measure at the company's annual meeting. Charlie Scharf is both CEO and chairman of the board at Wells Fargo, which has yet to release the vote margin.

For Wells Fargo, the separation of powers is not a new idea. In fact, the company amended its bylaws in 2016 to require independent chairman and chief executive roles — a move toward more vigorous oversight amid a damaging scandal involving fake customer accounts. But in 2025, the firm removed that bylaw, allowing Scharf to perform both roles.

At Wells Fargo's shareholders meeting last month, the NPLC's Chesser argued that establishing an independent board chair would not do away with the CEO's authority. "What it would do is ensure that someone genuinely accountable to owners — instead of management — is setting the board's agenda and asking the hard questions," he said.

At Bank of America, of the five proposals put up for a vote on Monday, two were submitted by shareholders. The independent chair measure received far more support than the other shareholder proposal, requesting a report on risks related to animal welfare. That measure garnered only 6.5% support.

The other three proposals were put forward by BofA's management, and all three of them passed, though the company did not release the vote margins on Monday.

Shareholders reelected the bank's current board of directors, ratified the appointment of PricewaterhouseCoopers as the bank's accounting firm and, in a nonbinding "say on pay" vote, approved the bank's executive-compensation packages.