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Tom May keeps seat on Bank of America board despite ouster drive

Tom May during a press conference in 2010.
Tom May during a press conference in 2010.Matthew J. Lee/Globe staff/File/Globe Staff

Bank of America shareholders voted Wednesday to elect all of the directors recommended by management, including Thomas J. May, chief executive of Eversource Energy, who had faced a campaign to unseat him in recent weeks over governance issues.

Some firms that advise shareholders on corporate policies had recommended voting against May and three other directors because of their push last fall to give Bank of America's chief executive, Brian Moynihan, a Wellesley resident, expanded authority. On the recommendation of its governance committee, which May chairs, the board decided last fall to give Moynihan the title of both chief executive and chairman.


That reversed a vote by shareholders during the financial crisis to split those positions and make the chairman's job independent. Several large shareholders were upset that they weren't consulted or given a chance to vote on the new policy.

"The board's responsibility, on behalf of shareholders, is to oversee management," said Robert McCormick, chief policy officer at Glass, Lewis & Co., a San Francisco firm that advised investors to vote against May.

"If you're CEO and chairman, you're chairman of the group that is overseeing yourself."

In 2009, Bank of America shareholders voted to strip then-chief executive Ken Lewis of his role as chairman, angry that the bank had not only bought struggling Merrill Lynch & Co. but agreed to pay the investment firm's executives billions in bonuses — despite huge losses.

On Wednesday, Jack O. Bovender Jr., Bank of America's lead independent director, said that he and the board decided to give Moynihan the chairmanship because the bank and circumstances had changed since 2009.

"When that vote was taken, it was a different CEO and a badly broken company," Bovender said.

But as criticisms mounted, Bank of America earlier this week agreed to allow shareholders to vote by next year on whether to allow Moynihan to hold both titles.


Bovender said he has spent the past three weeks on the phone with several large investors who were upset that Bank of America shut out its shareholders from the process.

"It became apparent to me that they were right," Bovender said. "They deserved the right as shareholders to vote yes or no."

May, 68, who leads New England's largest utility, came in for particular criticism for recommending that Moynihan be given the dual role. May earned $260,000 as a Bank of America board member last year, according to regulatory filings.

May has sat on Bank of America's board of directors for a decade, after serving many years on the boards of predecessor banks in Boston, where Moynihan also spent a large part of his career. May was originally on BankBoston's board in 1994 and remained a director when it merged with Fleet Bank in 1999.

When Bank of America bought FleetBoston Financial Corp. in 2004, May got a seat on the board of the nation's second-largest retail bank.

May has long supported Moynihan. In 2008, when Lewis wanted to fire Moynihan, then head of the bank's investment division, May and fellow director Charles K. Gifford, the former FleetBoston Financial chief executive, came to Moynihan's rescue, according to published reports.

Gifford also serves on the Eversource board. May could not be reached for comment.

Deirdre Fernandes can be reached at deirdre.fernandes@globe.com. Follow her on Twitter @fernandesglobe.