JPMorgan Chase : JPMC&Co 2025 Proxy Statement

Published: 2025-04-11 08:36:13 ET JPM

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant

☐ Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:

JPMorgan Chase & Co.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

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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

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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

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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

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Notice of 2025 annual meeting of shareholders and proxy statement

Date

Access

Tuesday, May 20, 2025

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

Time

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

10:00 a.m. Eastern Time

logging in at www.virtualshareholdermeeting.com/JPM2025.

Record date

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

March 21, 2025

Matters to be voted on

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 at www.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.

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2025 Proxy summary

Corporate governance

PROPOSAL 1:

Election of directors

Key factors for shareholder consideration

Director nominees

Board governance

Board oversight

Engagement

Director compensation

Other corporate governance policies and practices

Executive compensation

PROPOSAL 2:

Advisory resolution to approve executive compensation

Compensation discussion and analysis

Introduction & overview

Compensation & Management Development Committee report

Executive compensation tables

I. Summary compensation table (SCT)

II. 2024 Grants of plan-based awards

III. Outstanding equity awards at fiscal year-end 2024

IV. 2024 Option exercises and stock vested table

V. 2024 Pension benefits

VI. 2024 Non-qualified deferred compensation

VII. 2024 Potential payments upon termination or change in

control

Pay versus performance disclosure

CEO pay ratio disclosure

Security ownership of directors and executive officers

Audit matters

32 PROPOSAL 3:

Ratification of independent registered public

accounting firm

Audit Committee report

Shareholder proposals

Introduction

39 PROPOSALS 4-5:

Shareholder-submitted proposals

General information

Information about the annual meeting of shareholders

Shareholder proposals and nominations for the 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.

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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):

Election of directors

Advisory resolution to approve executive compensation

Ratification of independent registered public accounting firm

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):

Support for an independent board chairman

Report on social impacts of transition finance

2025 Proxy Statement

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2025 Proxy summary

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

Pre-tax income

$177.6B

$75.1B

Reported

$180.6B

$80.2B

Managed2,3

Excluding loan loss reserves ("ex.

LLR")2,3

Net income

Book value per share

Return on equity ("ROE")

Market

$58.5B

("BVPS")

18%

capitalization

$116.07

$670.6B

Earnings per share

Tangible book value per

Return on tangible common

Net capital

("EPS")

share ("TBVPS")3

equity ("ROTCE")3

distributions4

$19.75

$97.30

22%

$30.7B

Consumer &

Revenue2

Pre-tax income ex. LLR2,3

Community

$71.5B

$25.5B

Banking

("CCB")

Net income

ROE

$17.6B

32%

Commercial

Revenue2

Pre-tax income2

& Investment

$70.1B

$34.0B

Bank ("CIB")9

Net income

ROE

$24.8B

18%

Asset & Wealth

Revenue2

Pre-tax income2

Management

$21.6B

$7.2B

("AWM")

Net income

ROE

$5.4B

34%

Disclaimer

JPMorgan Chase & Co. published this content on April 11, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 11, 2025 at 12:35 UTC.