JPMorgan Chase : 2025 Proxy Statement

Published: 2025-04-07 06:56:05 ET JPM

JPMorgan Chase & Co.

383 Madison Avenue

New York, New York 10179-0001

April 7, 2025

Dear fellow shareholders,

We are pleased to invite you to attend the annual meeting

of shareholders to be held in a virtual meeting format, via

the Internet, on May 20, 2025 at 10:00 a.m. Eastern Time.

Shareholders are provided an opportunity to ask

questions about topics of importance to the Firm's

business and affairs, to consider matters described in the

proxy statement and to receive an update on the Firm's

activities and performance.

We hope that you will participate in the meeting. We

encourage you to designate the persons named as

proxies on the proxy card to vote your shares even if you

are planning to attend. This will ensure that your common

stock is represented at the meeting.

This proxy statement explains more about the matters to

be voted on at the annual meeting, about proxy voting,

and other information about how to participate. Please

read it carefully. We look forward to your participation.

Sincerely,

James Dimon

Chairman and Chief Executive Officer

A letter from Stephen B. Burke, our Lead Independent Director

April 7, 2025

Dear fellow shareholders,

As we approach the 2025 Annual Meeting of Shareholders, I am writing to share some thoughts as your Lead Independent Director. It is an honor to hold this position and a responsibility I take very seriously. In this role I serve with a dedicated group of fellow directors who work closely with senior management to grow the company and advance the interest of shareholders.

We are fortunate to have a great management team led by our Chairman and CEO, Jamie Dimon. For two decades, Jamie and his team have delivered excellent results while supporting our clients, communities and employees. Our Board meets at least eight times a year and has broad and unfettered access to dozens of senior managers. Over the course of many years, we have come to know the executive team and the culture they operate in well. The Board works cooperatively with senior management, and also challenges them to constantly improve operations and deliver results for shareholders.

Building on investments and decisions made over many years, your company continued its record financial performance in 2024. We grew across all of our market-leading lines of business, achieved record financial results and continued to invest for the future. Our managed revenue of $180.6 billion was a record for the seventh consecutive year. Our net income of $58.5 billion was also a record and we had a return on equity of 18% and return on tangible common equity of 22%. The Firm announced an increase in its quarterly dividend from $1.05 a share to $1.25 in December 2024 and to $1.40 in March 2025.

The Board is focused on many factors which contribute to long-term performance. We have strong committee leadership that is engaged across all aspects of the business. We are particularly engaged with the uncertainty and opportunity presented by a challenging geopolitical environment. The Board works closely with senior management to make sure that the Firm has the resiliency and capital strength to be able to help our clients in both good times and bad times.

One of the Board's key responsibilities is to plan for an orderly and successful CEO transition. As discussed in detail in the proxy statement, the entire Board is involved with developing and assessing the senior executives who are potential CEO candidates. In January 2025, the Firm announced that Daniel Pinto, our President and Chief Operating Officer, is expected to retire at the end of 2026. Jennifer Piepszak has moved from the Commercial & Investment Bank to become our new Chief Operating Officer. Doug Petno has succeeded Jenn as co-CEO of the Commercial & Investment Bank, partnering with Troy Rohrbaugh. Marianne Lake and Mary Erdoes continue as CEOs of Consumer & Community Banking and Asset & Wealth Management, respectively. The Board believes these management changes will help the Firm better serve its clients and further develop these senior leaders. In addition, the Board believes the Firm has a very strong and deep bench of senior leaders who have grown up in a culture that emphasizes doing the right things to ensure long-term success.

The Board recognizes its role is different than that of senior management. While senior management runs the company, the Board performs a broad and strong oversight function, making sure that senior management maintains an open and collaborative culture, challenging management when appropriate, asking tough questions and making sure that the Firm is positioned well for the future. At present the Board is particularly focused on issues such as geopolitical uncertainty, the role of artificial intelligence and the evolving regulatory environment. The Firm's approach to risk management, liquidity, capital, cybersecurity, the economy and other issues are discussed regularly at our Board meetings. We also work closely with management to promote equal treatment, opportunity and access throughout our organization.

We remain committed to maintaining a vital and engaged Board for today and in the future. This year we were fortunate to identify two new directors, each of whom we are pleased to nominate for election by shareholders at the annual meeting. Brad Smith is the President of Marshall University and was CEO of Intuit for eleven years. Michele Buck is Chairman, President and CEO of The Hershey Company. Both Brad and Michele bring experience managing large, complex, international organizations through periods of change and innovation. Their impressive combination of skills, experiences and personal qualities will serve our shareholders, the Firm and our Board well in the years ahead.

Our Board is committed to working diligently on behalf of our shareholders. We are driven to help senior management deliver results by, as J.P. Morgan himself put it, "doing first-class business in a first-class way." On behalf of the entire Board, we thank you for your support and remain committed to serving the best interests of our shareholders.

Sincerely,

Stephen B. Burke

Lead Independent Director

Notice of 2025 annual meeting of shareholders and proxy statement

Access

The 2025 Annual Meeting of Shareholders will be held in a virtual meeting format, via the Internet. If you plan to participate in the virtual meeting, please see "Information about the annual meeting of shareholders." Shareholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) via the Internet and will be able to examine the shareholder list before the meeting. Shareholders may participate online by logging in atwww.virtualshareholdermeeting.com/JPM2025.

We encourage you to submit your proxy prior to the annual meeting.

Matters to be voted on

• Election of directors

• Advisory resolution to approve executive compensation

• Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025

• Shareholder proposals, if they are properly introduced at the meeting

• Any other matters that may properly be brought before the meeting

By order of the Board of Directors

John H. Tribolati

Secretary

April 7, 2025

Your vote is important to us. Please vote promptly.

JPMorgan Chase & Co. uses the Securities and Exchange Commission ("SEC") rule permitting companies to furnish proxy materials to their shareholders via the Internet. In accordance with this rule, on or about April 7, 2025, we sent to shareholders of record at the close of business on March 21, 2025, a Notice of Internet Availability of Proxy Materials ("Notice"), which includes instructions on how to access our 2025 Proxy Statement and 2024 Annual Report online, and how to vote online for the 2025 Annual Meeting of Shareholders.

If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.

To be admitted to the annual meeting atwww.virtualshareholdermeeting.com/JPM2025, you must enter the control number found on your proxy card, voting instruction form or Notice you previously received. See "Information about the annual meeting of shareholders" on page 91. Follow the instructions on the virtual meeting site to vote and ask questions before or during the meeting.

If you hold your shares through a broker, your shares will not be voted unless (i) you provide voting instructions or (ii) the matter is one for which brokers have discretionary authority to vote. Of the matters to be voted on at the annual meeting, the only one for which brokers have discretionary authority to vote is Proposal 3, the ratification of the independent registered public accounting firm. See "What is the voting requirement to approve each of the proposals?" on page 94.

Table of contents

2025 Proxy summary1

Corporate governance 7

PROPOSAL 1:

Election of directors 7

Key factors for shareholder consideration 8

Director nominees 9

Board governance 21

Board oversight 28

Engagement 30

Director compensation 32

Other corporate governance policies and practices 34

Executive compensation 38

PROPOSAL 2:

Advisory resolution to approve 38 executive compensation

Compensation discussion and analysis 39

Introduction & overview 39

1. How we think about pay decisions 43

2. How we performed against our business strategy 53

3. How performance determined pay in 2024 57

Compensation & Management Development 63 Committee report

Executive compensation tables 64

I. Summary compensation table (SCT) 64

II. 2024 Grants of plan-based awards 65

III. Outstanding equity awards at fiscal 66

year-end 2024

IV. 2024 Option exercises and stock 68 vested table

V. 2024 Pension benefits 68

VI. 2024 Non-qualified deferred compensation 69

VII. 2024 Potential payments upon termination 70 or change in control

Pay versus performance disclosure 72

CEO pay ratio disclosure 75

Security ownership of directors and 76 executive officers

Audit matters 78

PROPOSAL 3:

Ratification of independent registered public 79 accounting firm

Audit Committee report 81

Shareholder proposals 83

Introduction 84

PROPOSALS 4-5:

Shareholder-submitted proposals 85

General information 91

Information about the annual meeting of 91 shareholders

Shareholder proposals and nominations for the 98 2026 annual meeting

Notes on Non-GAAP financial measures 100

Glossary of selected terms and acronyms 102

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as "anticipate," "target," "expect," "estimate," "intend," "plan," "goal," "believe" or other words of similar meaning. Forward-looking statements provide JPMorgan Chase & Co.'s ("JPMorganChase" or the "Firm") current expectations or forecasts of future events, circumstances, results or aspirations. All forward-looking statements are, by their nature, subject to risks and uncertainties, many of which are beyond the Firm's control. JPMorganChase's actual future results may differ materially from those set forth in its forward-looking statements. Factors that could cause JPMorganChase's actual results to differ materially from those described in the forward-looking statements can be found in JPMorganChase's Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Form 10-K"). Any forward-looking statements made by or on behalf of the Firm speak only as of the date they are made, and JPMorganChase does not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made.

No reports, documents or websites that are cited or referred to in this proxy statement shall be deemed to form part of, or to be incorporated by reference into, this proxy statement.

2025 Proxy summary

This summary highlights information in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Terms not defined in the text of this proxy statement can be found in the "Glossary of selected terms and acronyms" on page 102.

Your vote is important. For more information on voting and attending the Annual Meeting of Shareholders ("annual meeting"), see "Information about the annual meeting of shareholders" on page 91. This proxy statement has been prepared by JPMorgan Chase & Co.'s ("JPMorganChase" or the "Firm") management and approved by the Board of Directors, and is being sent or made available to our shareholders on or about April 7, 2025.

Annual meeting overview: Matters to be voted on

Management proposals

The Board of Directors recommends you vote FOR each director nominee and proposals 2 and 3 (for more information see page referenced):

1. Election of directors 7

2. Advisory resolution to approve executive compensation 38

3. Ratification of independent registered public accounting firm 79

Shareholder proposals (if they are properly introduced at the meeting)

The Board of Directors recommends you vote AGAINST each of the following shareholder proposals (for more information see page referenced):

4. Support for an independent board chairman 85

5. Report on social impacts of transition finance 88

The Firm demonstrated strong financial performance in 2024

The Firm continued its focus on serving our clients and customers amid ongoing geopolitical tensions and economic uncertainty, while investing in and executing on long-term strategic initiatives. The Firm experienced growth across all of our market-leading lines of business, achieved record financial results and maintained a fortress balance sheet.

JPMorganChase1

Revenue

$177.6B

Reported

$180.6B

Managed2,3

Book value per share

Return on equity

Market

("BVPS")

("ROE")

capitalization

$116.07

18%

$670.6B

Tangible book value

Return on tangible

Net capital

per share ("TBVPS")3

common equity ("ROTCE")3

distributions4

$97.30

22%

$30.7B

Consumer & Community Banking ("CCB")

Revenue2

Pre-tax income ex. LLR2,3 •

#1 market share in U.S. retail deposits5

$71.5B

$25.5B

• #1 market share in Card, based on U.S. sales and outstandings6

Net income

ROE

• #1 primary bank for U.S. small businesses7

$17.6B

32%

• #1 banking platform in the U.S.8

Commercial & Investment Bank ("CIB")9

Revenue2

Pre-tax income2

$70.1B

$34.0B

• #1 in Global Investment Banking ("IB") fees for 16 consecutive years, with 9.3% wallet share in 202410

• #1 in Markets revenue11

Net income

ROE

• #1 in USD payments volume with 28.7% USD SWIFT market share12

$24.8B

18%

• #3 custodian globally by revenue13

Asset & Wealth Management ("AWM")

Revenue2

Pre-tax income2

• Pre-tax margin of 34%

$21.6B

$7.2B

• Long-term Assets Under Management ("AUM") flows of $234B; top 2 rank in Client Asset Flows14 over a 5-year period

Net income

ROE

$5.4B

34%

• Average deposits of $235.1B (up 9%); record average loans of $227.7B (up 3%)

Full-year 2024 results included the impact of significant items. These items collectively refer to a $7.9 billion net gain related to Visa shares, a $1.0 billion donation of Visa shares to pre-fund contributions to the Firm's Foundation, $546 million of net investment securities losses and a $725 million increase to the estimated Federal Deposit Insurance Corporation (FDIC) special assessment, all of which were previously disclosed in the first and second quarters of 2024. Full-year 2024 revenue, net income, earnings per share and ROTCE excluding significant items are non-GAAP financial measures. Excluding these items resulted in a decrease of $7.3 billion to reported revenue from $177.6 billion to $170.2 billion, a decrease of $7.3 billion to managed revenue from $180.6 billion to $173.3 billion, a decrease of $4.5 billion (after tax) to reported net income from $58.5 billion to $54.0 billion, a decrease of $1.53 per share to reported EPS from $19.75 to $18.22 and a decrease of 2ppts to reported ROTCE from 22% to 20%. Management believes these measures provide useful information to investors and analysts in assessing the Firm's results.

2 3

The Firm reviews the results of the Firm and the lines of business on a managed basis. Refer to Note 2, on page 100 for a definition of managed basis.

Managed Revenue, Pre-Tax Income (ex. LLR), ROTCE and TBVPS are each non-GAAP financial measures; refer to Notes 1 and 2 on page 100 for a further discussion of these measures.

4 5

Reflects common dividends and common stock repurchases, net of common stock issued to employees.

FDIC 2024 Summary of Deposits survey per S&P Global Market Intelligence. Applies a $1 billion deposit cap to Chase and industry branches for market share. Includes all commercial banks, savings banks, and savings institutions as defined by the FDIC.

Based on 2024 sales volumes and loans outstanding public disclosures by peers (C, BAC, COF, AXP, DFS) and JPMorganChase estimates. Sales volume excludes private label and Commercial Card. Loans outstanding exclude private label, Citi Retail Cards, and Commercial Card.

Barlow Research Associates, Primary Bank Legacy Market Share Database as of 4Q24. Rolling 8-quarter average of small businesses with revenues of more than $100,000 and less than $25 million.

8 9

#1 most visited banking portal in the U.S. (Chase.com) based on Similarweb.

Effective in the second quarter of 2024, the Firm reorganized its reportable business segments by combining the former Corporate & Investment Bank and Commercial Banking business segments to form one segment, the Commercial & Investment Bank ("CIB"). Refer to Business Segment & Corporate Results in the 2024 Annual Report on pages 70 - 90 which may be accessed on our website at jpmorganchase.com, under Investor Relations.

10 11

Dealogic as of January 2, 2025, excludes the impact of UBS/CS merger prior to the year of the acquisition (2023).

Coalition Greenwich Competitor Analytics (preliminary for FY24). Market share is based on JPMorganChase's internal business structure, footprint and revenue. Ranks are based on Coalition Index Banks for Markets.

Represents U.S. dollar payment instructions for direct payments and credit transfers processed over Society for Worldwide Interbank Financial Telecommunications ("SWIFT") in the countries where J.P. Morgan has sales coverage. Market Share is based on December 2024.

Coalition Greenwich Competitor Analytics (preliminary for FY24). Rank is based on JPMorganChase's internal business structure, footprint and revenue and Coalition Index Banks for Securities Services (excluding Corporate Trust).

Company filings and JPMorganChase estimates. Rankings reflect publicly traded peer group as follows: Allianz, Bank of America, Bank of New York Mellon, BlackRock, Charles Schwab, DWS, Franklin Templeton, Goldman Sachs, Invesco, Morgan Stanley, State Street, T. Rowe Price and UBS. JPMorganChase ranking reflects Asset & Wealth Management client assets, U.S. Wealth Management investments and new-to-firm Chase Private Client deposits.

We are committed to strong corporate governance practices

Board composition reflects an effective mix of executive experience and skills, and balance of experience and fresh perspectives to provide independent oversight

• Our directors have experience and demonstrated success in executive fields relevant to the Firm's business and operations, and contribute to the Board's effective oversight of management and its diversity across a range of attributes, executive experience and skills

• The Board has a well-balanced tenure with a mix of experience and fresh perspectives

A strong Lead Independent Director role facilitates independent Board oversight of management

• The Firm's Corporate Governance Principles ("Governance Principles") require the independent directors to appoint a Lead Independent Director if the role of the Chair is combined with that of the CEO

• The Board reviews its leadership structure annually

• The Lead Independent Director's responsibilities demonstrate the Board's commitment to empowering the Lead Independent Director to serve as an effective counterbalance to the CEO

Our Board drives succession planning

• The Board is focused on enabling an orderly CEO transition to take place in the medium-term

• As part of succession planning, the Board continues to oversee management's development of several Operating Committee ("OC") members who are well-known to shareholders as strong potential candidates to succeed Mr. Dimon

• Individual OC members have been provided with opportunities to gain exposure to different parts of the business and to deepen their leadership experience in new and expanded roles

• In January 2025, the Firm announced leadership changes to continue to position the Firm for the future

Our Board provides independent oversight of the Firm's business and affairs

• Oversees the business and affairs of the Firm based on sound governance practices and effective leadership structure

• Reviews and approves the Firm's strategic plan and oversees strategic objectives

• Oversees the Firm's financial performance and condition

We actively engage with shareholders

• Oversees the Firm's risk management and internal control frameworks

• Oversees executive performance, talent management and succession planning

• Sets the cultural "tone at the top"

• We engage with shareholders throughout the year on a wide variety of topics, such as strategy, financial and operating performance, competitive environment, regulatory landscape and environmental, social and governance ("ESG")-related matters

• In 2024, our shareholder engagement initiatives included:

- Shareholder engagement: We solicited feedback and provided updates on topics of interest through engagements with approximately 195 shareholders and other stakeholders that represented approximately 52% of the Firm's outstanding common stock

- Senior management engagement: Senior management presented at approximately 20 investor conferences and events and held approximately 48 meetings to connect shareholders with the Firm's senior leaders

Our governance practices promote Board effectiveness and shareholder interests

•

Annual Board and committee assessment

•

Majority voting for all director elections

•

Robust shareholder rights:

•

Stock ownership requirements for directors

- proxy access

•

100% principal standing committee independence

- right to call a special meeting

•

Executive sessions of independent directors at each

- right to act by written consent

regular Board meeting

PROPOSAL 1:

Election of directors

page 7

The Board of Directors has nominated the 12 individuals listed below. All are independent other than our CEO. If elected at the annual meeting, all nominees are expected to serve until next year's annual meeting.

Nominee/Director of JPMorganChase since1

Age Principal Occupation Other U.S.-Listed Public Company Directorships

Stephen B. Burke

Lead Independent Director

Director since 2004

Retired Chairman and Chief Executive Officer of NBCUniversal, LLC

Committee Membership2

Compensation & Management Development (Chair); Corporate Governance & Nominating

Linda B. Bammann Director since 2013

Retired Deputy Head of Risk Management of JPMorgan Chase & Co.3

Risk (Chair);

Compensation & Management Development

Michele G. Buck Director since 2025

Chairman, President and Chief Executive Officer of The Hershey Company

Audit

Todd A. Combs Director since 2016

Chairman, President and Chief Executive Officer of GEICO and Investment Officer at Berkshire Hathaway Inc.

Corporate Governance & Nominating (Chair); Compensation & Management Development

Alicia Boler Davis Director since 2023

Chief Executive Officer of Alto Pharmacy, LLC

Risk

James Dimon Director since 2004

Chairman and Chief Executive Officer of JPMorgan Chase & Co.

Alex Gorsky Director since 2022

Retired Chairman and Chief Executive Officer of Johnson & Johnson

Audit;

Public Responsibility

Mellody Hobson Director since 2018

Co-Chief Executive Officer and President of Ariel Investments, LLC

Public Responsibility (Chair);

Risk

Phebe N. Novakovic Director since 2020

Chairman and Chief Executive Officer of General Dynamics Corporation

Audit;

Public Responsibility

Virginia M. Rometty Director since 2020

Retired Executive Chairman, President and Chief Executive Officer of International Business Machines Corporation ("IBM")

Compensation & Management Development; Corporate Governance & Nominating

Brad D. Smith

Director since 2025

President of Marshall University and Retired Executive Chairman, President and Chief Executive Officer of Intuit Inc.

Risk

Mark A. Weinberger Director since 2024

Retired Global Chairman and Chief Executive Officer of Ernst & Young LLP

Audit (Chair)

Director of a heritage company of the Firm as follows: Bank One Corporation: Mr. Burke (2003-2004), Mr. Dimon, Chairman of the Board (2000-2004)

Principal standing committees

Retired from JPMorgan Chase & Co. in 2005

2025 Proxy Statement

Disclaimer

JPMorgan Chase & Co. published this content on April 07, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 07, 2025 at 10:55 UTC.