JPMorgan Chase : JPMC&Co. 2026 Proxy Statement
JPM
Published on 04/14/2026 at 07:30 am EDT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Annual Veeting of Shareholders Proxy Statement
JPMorganChase
JPMorgan Chase & Co. 270 Park Avenue
New York, New York 10017
April 6, 2026
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 19, 2026 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 provides information on the matters to be voted on at the annual meeting, proxy voting and other information about how to participate. Please read it carefully. We look forward to your participation.
Sincerely,
Chairman and Chief Executive Officer
A letter from Stephen B. Burke, our Lead Independent Director
April 6, 2026
Dear fellow shareholders,
With the upcoming 2026 Annual Meeting of Shareholders, I am pleased to share my perspective as your Lead Independent Director. Being your Lead Independent Director is an honor. I am fortunate to serve with a group of fellow directors who bring diverse skills, perspectives, and a shared commitment to advancing the interests of our shareholders.
Building on years of disciplined investment and strategic decision-making, JPMorgan Chase & Co. ("JPMorganChase" or the "Firm") delivered another year of outstanding financial results in 2025. The Firm achieved record managed revenue of $185.6 billion, net income of $57.0 billion, a return on equity of 17%, and a return on tangible common equity of 20% . These results reflect the strength of our market-leading businesses, our commitment to fortress balance sheet principles, and our continued focus on long-term value creation for shareholders.
We are especially fortunate to have Jamie Dimon continue to lead JPMorganChase as Chairman and CEO. Jamie's vision, integrity, and commitment to our clients, communities, and employees have been instrumental in the Firm's long-term success. The Board and I are deeply appreciative of his ongoing service.
We are proud of the Board's strong culture-one that values independence, constructive interaction with management, and diversity of thought. Our independent directors meet separately at every regular Board meeting, allowing for candid discussion and effective oversight. Our directors bring a wide range of qualifications, backgrounds, perspectives, and tenure, and we regularly review and refresh committee assignments to best leverage these strengths. Earlier this year, we made several committee changes based on these factors: Ginni Rometty now serves as Chair of the Corporate Governance & Nominating Committee ("CGNC"), Alex Gorsky and Michele Buck have joined CGNC, and Brad Smith and Alicia Boler Davis have joined the Public Responsibility Committee.
Our Board meets at least eight times each year, with strong engagement and open access to senior management. Over the years, we have developed a deep understanding of the executive team and the culture that drives the Firm's success. The Board exercises independence and oversight of management, providing guidance, support, and feedback so the Firm continues to deliver for shareholders.
The Board also maintains careful oversight of key investments and works closely with management on strategy, with a focus on investment discipline, strong shareholder returns, and capital strength. We are committed to making sure that the Firm's long-term strategy is executed with a clear focus on value creation. We are actively engaged with management on emerging risks, regulatory developments, and geopolitical events. As we look ahead to 2026 and beyond, we remain acutely aware of the evolving risk landscape and the Firm's responses. We are incredibly proud of how JPMorganChase continues to adapt and lead in a complex environment.
A prime example is the Security and Resiliency Initiative ("SRI"), which demonstrates the Firm's unique ability to address global challenges. The SRI leverages our scale and reach, capital resources, and unrivaled expertise to make a significant impact for shareholders and communities alike. The Board is fully supportive of this initiative, which underscores JPMorganChase's special place in the world and its enormous capacity to help solve critical problems.
We know that succession planning and oversight of succession planning is a top priority. It is a focus for us, and one about which I have spoken to many of our shareholders. We are committed to a successful CEO transition at the right time. Importantly, succession is not delegated to one person or one committee. The entire Board is involved with developing and assessing the senior executives who are potential CEO and Operating Committee candidates.
A hallmark of our Board's approach is our direct engagement with senior management. At nearly every Board meeting, each Line of Business CEO and the COO participate and provide an unscripted "Since We Last Met" update, focusing on the most important issues, opportunities, and needs facing the Firm. These candid discussions keep the Board fully informed and able to provide effective oversight.
Beyond formal Board meetings, the directors host breakfasts, lunches, dinners, and other informal interactions with the Operating Committee and many other members of senior management. These meetings range from one-on-one sessions to small group and larger gatherings, offering unique opportunities to gain insights into our future leadership. Over the course of the year, our directors met with more than 100 senior managers, providing valuable opportunities to assess the Firm's leadership pipeline and succession planning. These meetings also allow us to understand not only the business acumen and operational excellence of our future leaders, but also to focus intently on cultural continuity and the leadership qualities possessed by our management team.
I want to recognize the service of Todd Combs, who resigned from the Board in December 2025 to join the management team as head of the Strategic Investment Group within the Firm's new Security and Resiliency Initiative. We thank Todd for his years of dedicated service and look forward to continuing to work with him in his new role.
On behalf of the entire Board, I want to thank you for your continued support. We remain committed to serving the best interests of our shareholders. As I noted last year, 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." We are proud of the Firm's achievements in 2025 and look forward to building on this success into the future.
Sincerely,
Lead Independent Director
Notice of 2026 annual meeting of shareholders and proxy statement
Date
Tuesday, May 19, 2026
Time
10:00 a.m. Eastern Time
Record date
March 20, 2026
Access
The 2026 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 at https://www.virtualshareholdermeeting.com/JPM2026.
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 2026
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
Secretary April 6, 2026
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 6, 2026, we sent to shareholders of record at the close of business on March 20, 2026, a Notice of Internet Availability of Proxy Materials ("Notice"), which includes instructions on how to access our 2026 Proxy Statement and 2025 Annual Report online, and how to vote online for the 2026 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 https://www.virtualshareholdermeeting.com/JPM2026, 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 94. 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 97.
Table of contents
Corporate governance7
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
2025 Option exercises and stock vested table 67
2025 Pension benefits 67
2025 Non-qualified deferred compensation 68
2025 Potential payments upon termination or change in 69
control
Pay versus Performance disclosure 71
CEO pay ratio disclosure 74
Audit matters 77
Security ownership of directors and executive officers 75
Audit Committee report 80
Executive compensation 38
Shareholder proposals 82
Introduction 83
Compensation discussion and analysis 39
Introduction & overview 39
How we think about pay decisions 43
How we performed against our business strategy 53
General information 94
How performance determined pay in 2025 56
Compensation & Management Development
Committee report
62
Executive compensation tables 63
Summary compensation table (SCT) 63
2025 Grants of plan-based awards 64
Outstanding equity awards at fiscal year-end 2025 65
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, 2025 ("2025 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.
2026 Proxy summary
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 94. 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 6, 2026.
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):
7
38
78
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. Report on congruence of security, resiliency, and climate initiatives 84
5. Independent board chairman
86
6. Lobbying alignment
89
7. Sustainability ROI report
91
2026 Proxy Statement 1
2026 Proxy summary
The Firm demonstrated strong financial performance in 2025
The Firm continued its focus on serving our clients and customers while investing in and executing on long-term strategic initiatives. The Firm experienced market share gains and expanded our lead, maintained a fortress balance sheet and achieved strong financial results.
Net capital distributions3
$46.1B
Return on tangible common equity ("ROTCE")2
20%
Market capitalization
$868.8B
Return on equity ("ROE")
17%
Tangible book value per share ("TBVPS")2
$107.56
Book value per share ("BVPS")
$126.99
Earnings per share ("EPS")
$20.02
JPMorganChase
Revenue
$182.4B
Reported
$185.6B
Managed1,2
Pre-tax income
$72.6B
Reported
$80.1B
Excluding loan loss reserves ("ex. LLR")1,2
Net income
$57.0B
Consumer & Community
Banking
Revenue1
$76.0B
Pre-tax income ex. LLR1,2
$27.5B
#1 market share in U.S. retail deposits4
#1 market share in U.S. credit card sales volume5
("CCB")
Net income
ROE
#1 primary bank for U.S. small businesses6
$18.2B
32%
#1 U.S. digital banking platform7
Commercial
Revenue1
$78.5B
Pre-tax income1
$37.6B
#1 in global Investment Banking ("IB") fees for 17 consecutive years, with 8.4% wallet share8 in 2025
#1 in Markets revenue9
& Investment
Bank ("CIB")
Net income
ROE
#1 in USD payments volume with 30.2% USD SWIFT market share10
$27.8B
18%
#3 custodian globally by revenue11
Asset & Wealth Management ("AWM")
Revenue1
$24.1B
Pre-tax income1
$8.6B
Pre-tax margin of 36%
Long-term Assets Under Management ("AUM") flows of $209B; top 2 rank in Client Asset Flows12 over a 5-year period
Net income
ROE
Average deposits of $245.2B (up 4%); record average loans of $246.6B (up 8%)
$6.5B
40%
1 The Firm reviews the results of the Firm and the lines of business on a managed basis. Refer to Note 2, on page 103 for a definition of managed basis.
2 Managed Revenue, Pre-Tax Income (ex. LLR), ROTCE and TBVPS are each non-GAAP financial measures; refer to Notes 1 and 2 on page 103 for a further discussion of these measures.
3 Reflects common dividends and common stock repurchases, net of common stock issued to employees.
4 FDIC 2025 Summary of Deposits survey per S&P Global Market Intelligence. Applies a $1 billion deposit cap to Chase and industry branches for market share. While many of our branches have more than $1 billion in retail deposits, applying a cap consistently to ourselves and the industry is critical to the integrity of this measurement. Includes all commercial banks, savings banks and savings institutions as defined by the FDIC.
5 Sales share based on 2025 sales peer disclosures, JPMorganChase estimates, and excludes private label and Commercial Card.
6 Barlow Research Associates, Primary Bank Legacy Market Share Database as of 4Q25. Rolling 8-quarter average of small businesses with revenues of more than $100,000 and less than $25 million.
7 #1 in U.S. mobile monthly active users (2025) among incumbent U.S. banking mobile apps based on Sensor Tower. Sensor Tower supplies modelled data through proprietary panels and apps.
8 Dealogic as of January 2, 2026, excludes the impact of UBS/CS merger prior to the year of the acquisition (2023).
9 Coalition Greenwich Competitor Analytics (Preliminary FY 2025). Market share is based on JPMorganChase's internal business structure, footprint and revenue. Ranks are based on Coalition Index Banks for Markets.
10 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 2025.
11 Coalition Greenwich Competitor Analytics (Preliminary FY 2025). Rank is based on JPMorganChase's internal business structure, footprint and revenue and Coalition Index Banks for Securities Services (excluding Corporate Trust, Escrow Services and Clearing & Settlement).
12 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.
2 2026 Proxy Statement
2026 Proxy summary
We are committed to strong corporate governance practices
Our directors have experience and demonstrated success in executive roles 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
The Firm's Corporate Governance Principles ("Governance Principles") require the independent directors to appoint a Lead Independent Director if the position of Chair is not held by an independent director
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 provide effective independent oversight to the CEO
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 and senior leaders have been provided with opportunities to gain exposure to different parts of the business and to deepen their leadership experience in new or expanded roles
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
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-related matters
In 2025, our stakeholder engagement initiatives included:
Shareholder engagement: We solicited feedback and provided updates on topics of interest through engagements with approximately 338 shareholders and other stakeholders that represented approximately 37% of the Firm's outstanding common stock
Senior management engagement: Senior management presented at approximately 17 investor conferences and events and held approximately 61 meetings to connect shareholders with the Firm's senior leaders
Annual Board and committee assessment
Robust shareholder rights:
Proxy access
Right to call a special meeting
Right to act by written consent
Majority voting for all director elections
Stock ownership requirements for directors
100% principal standing committee independence
Executive sessions of independent directors at each regular Board meeting
2026 Proxy Statement 3
2026 Proxy summary
PROPOSAL 1:
Election of directors
page 7
The Board of Directors has nominated the 11 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
Committee Membership2
Stephen B. Burke
67
Retired Chairman and Chief Executive
1
Compensation & Management
Lead Independent Director
Officer of NBCUniversal, LLC
Development (Chair);
Director since 2004
Corporate Governance & Nominating
Linda B. Bammann
70
Retired Deputy Head of
0
Risk (Chair);
Director since 2013
Risk Management of JPMorgan Chase
Compensation & Management
& Co.3
Development
Michele G. Buck
64
Retired Chairman, President and Chief
0
Audit;
Director since 2025
Executive Officer of The Hershey
Corporate Governance & Nominating
Company
Alicia Boler Davis
57
President of Ford Pro,
0
Public Responsibility;
Director since 2023
Ford Motor Company
Risk
James Dimon
70
Chairman and Chief Executive Officer
0
Director since 2004
of JPMorgan Chase & Co.
Alex Gorsky
65
Retired Chairman and Chief Executive
2
Audit;
Director since 2022
Officer of Johnson & Johnson
Corporate Governance & Nominating
Mellody Hobson
57
Co-Chief Executive Officer and
0
Public Responsibility
Director since 2018
President of Ariel Investments, LLC
(Chair);
Risk
Phebe N. Novakovic
68
Chairman and Chief Executive Officer
1
Audit;
Director since 2020
of General Dynamics Corporation
Public Responsibility
Virginia M. Rometty
68
Retired Executive Chairman, President
0
Corporate Governance & Nominating
Director since 2020
and Chief Executive Officer of
(Chair);
International Business Machines
Compensation & Management
Corporation ("IBM")
Development
Brad D. Smith
62
President of Marshall University and
1
Public Responsibility;
Director since 2025
Retired Executive Chairman, President
Risk
and Chief Executive Officer of Intuit
Inc.
Mark A. Weinberger
64
Retired Global Chairman and Chief
2
Audit (Chair)
Director since 2024
Executive Officer of Ernst & Young
LLP
1 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)
2 Principal standing committees
3 Retired from JPMorgan Chase & Co. in 2005
4 2026 Proxy Statement
2026 Proxy summary
PROPOSAL 2:
Advisory resolution to approve executive compensation
page 38
We are submitting an advisory resolution to approve the compensation of our Named Executive Officers ("NEOs").
How we think about pay decisions
The Firm's Business Principles and strategic framework form the basis of our OC members' strategic priorities. The Compensation & Management Development Committee ("CMDC") references those strategic priorities and the Firm's compensation philosophy to assess OC members' performance and to determine their respective total compensation levels and pay mix.
How we performed against our business strategy
We continued to deliver strong multi-year financial performance, invest in our future, strengthen our risk and control environment, and reinforce our culture and values, including our long-standing commitment to serve our customers, employees and communities, and conduct business in a responsible way to drive economic growth.
How performance determined pay in 2025
In determining OC member pay, the CMDC took into account performance across four broad performance dimensions: Business Results, i.e., the "what;" and Client/Customer/Stakeholder; Risk, Controls & Conduct; and Teamwork & Leadership, or qualitative considerations, i.e., the "how." CEO pay is strongly aligned to the Firm's short-, medium- and long-term performance, with approximately 88% of the CEO's variable pay deferred into equity, of which 100% is in at-risk Performance Share Units ("PSUs"). Other NEO pay is also strongly aligned to Firm and line of business ("LOB") performance, with a majority of variable pay deferred into equity, of which 50% is in at-risk PSUs.
Disciplined performance assessment process to determine pay
The CMDC uses a balanced holistic approach to determine annual compensation, which includes a disciplined assessment of performance against the aforementioned performance considerations over a sustained period of time.
The table below summarizes the salary and incentive compensation awarded for 2025 performance to our NEOs who served as Executive Officers1 through December 31, 2025.
Incentive Compensation
Name and principal position
Salary
Cash
Restricted Stock Units
Performance Share Units
Total
James Dimon
Chairman and CEO
$ 1,500,000
$ 5,000,000
$
-
$
36,500,000
$ 43,000,000
Mary Callahan Erdoes
CEO, Asset & Wealth Management
1,000,000
12,000,000
9,000,000
9,000,000
31,000,000
Troy Rohrbaugh
Co-CEO, Commercial & Investment Bank
1,000,000
10,600,000
7,950,000
7,950,000
27,500,000
Douglas Petno
Co-CEO, Commercial & Investment Bank
1,000,000
10,600,000
7,950,000
7,950,000
27,500,000
Jeremy Barnum
Chief Financial Officer ("CFO")
1,000,000
7,400,000
5,550,000
5,550,000
19,500,000
1 As previously disclosed, Daniel Pinto served as President & Chief Operating Officer ("COO") of the Firm until June 2025, after which he ceased to be an Executive Officer, and is now serving as a Vice Chair through December 2026. Mr. Pinto is included in compensation disclosures elsewhere in this Proxy Statement as required pursuant to Item 402 of Regulation S-K.
2026 Proxy Statement 5
2026 Proxy summary
PROPOSAL 3:
Ratification of independent registered public accounting firm
page 77
The Audit Committee has appointed PricewaterhouseCoopers LLP ("PwC") as the Firm's independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorganChase and its subsidiaries for the year ending December 31, 2026. A resolution is being presented to our shareholders requesting ratification of PwC's appointment.
6 2026 Proxy Statement
Corporate governance
PROPOSAL 1:
Election of directors
Our Board of Directors has nominated 11 directors, who, if elected by shareholders at our annual meeting, will be expected to serve until next year's annual meeting.
RECOMMENDATION:
Vote FOR all nominees
2026 Proxy Statement 7
Corporate governance | Key factors for shareholder consideration
Key factors for shareholder consideration
01
Director nominees, Director independence & recruitment
Nominees have executive experience and skills aligned with the Firm's business and strategy
Ongoing recruitment and refreshment promote a balance of experience and fresh perspective
Pages
9-20
02
Pages 21-27
Board governance
Lead Independent Director provides strong independent leadership, driving independent oversight of, and appropriate challenge to, management
Board annually reviews its leadership structure to determine the leadership structure that best serves shareholders
A significant portion of Board oversight responsibilities of key issues is carried out by the principal standing committees, which consist solely of independent Board members
Board annually conducts a multi-phase self-assessment aimed at enhancing its effectiveness
03
Pages 28-29
Board oversight of the business and affairs of the Firm
Board actively oversees the business and affairs of the Firm based on sound governance practices and effective leadership structure
Board reviews and approves the Firm's annual strategic plan and oversees strategic objectives
Board oversees the Firm's financial performance and condition
Board oversees the Firm's risk management and internal control frameworks
Board evaluates CEO performance and compensation and oversees succession planning for the CEO and talent management for other senior executives
Board sets the cultural "tone at the top"
04
Engagement with the Firm's stakeholders
In 2025, we engaged with approximately 338 of our shareholders and third-party stewardship firms, representing approximately 37% of the Firm's outstanding common stock, and engaged with leading proxy advisory firms and other stakeholders. We provided updates on several topics, including Board refreshment and management succession planning, executive compensation philosophy and disclosures and our approach to the regulatory environment. We also discussed the Firm's sustainability efforts, the Firm's human capital management strategy and shareholder voting practices, among other items. In addition, we addressed the Firm's strategy and financial and operating performance. Directors participate in these meetings as appropriate.
Pages
30-31
8 2026 Proxy Statement
Director nominees | Corporate governance
Director nominees
Board governance
Board oversight
Engagement
Director nominees
Our directors
The Board is responsible for overseeing management and promoting sound corporate governance on behalf of shareholders. JPMorganChase seeks director candidates who uphold the highest standards, are committed to the Firm's values and are strong independent stewards of the long-term interests of shareholders, employees, customers, suppliers and communities in which we work. The Board, including the Corporate Governance & Nominating Committee ("Governance Committee"), considers Board composition holistically, with a focus on recruiting directors who have the qualities required to effectively oversee the Firm, including its present and future strategy. The Board seeks directors with expertise in executive roles who will bring experienced and fresh perspectives and insight, and come together to effectively challenge and provide independent oversight of management. The Board looks for candidates with a diversity of experiences, backgrounds, perspectives and viewpoints.
The individuals presented on the following pages have been nominated for election because they possess the skills, experience, personal attributes and tenure to guide the Firm's strategy and to effectively oversee the Firm's risk management and internal control frameworks and management's execution of its responsibilities.
In the biographical information about our director nominees that follows, the ages indicated are as of May 19, 2026, and the other information is as of the date of this proxy statement. There are no family relationships among the director nominees or between any director nominee and any executive officer.
On December 8, 2025, JPMorganChase announced that Todd A. Combs had resigned from the Firm's Board of Directors and would join the Firm as the head of the Strategic Investment Group within the Firm's Security and Resiliency Initiative ("SRI").
All of the nominees are currently directors of the Firm. Each nominee has agreed to be named in this proxy statement and, if elected, to serve a one-year term expiring at our 2027 annual meeting.
Directors are expected to attend our annual meetings. All 12 directors serving on our Board at the time of the 2025 annual meeting attended last year's meeting.
2026 Proxy Statement 9
Corporate governance | Director nominees
Director nominees
Board governance
Board oversight
Engagement
Qualifications and attributes
When recruiting and selecting candidates, the Board considers a wide range of attributes, executive experience and skills. Below are brief summaries of the key qualifications of our director nominees. The following page provides a matrix of Board qualifications and attributes.
Finance and Accounting
Knowledge of or experience in accounting, financial reporting or auditing processes and standards is important to effectively oversee the Firm's financial position and condition and the accurate reporting thereof and to assess the Firm's strategic objectives from a financial perspective
Financial Services
Experience in the financial services industry, including investment banking, asset management, global financial markets or consumer financial products and services, or work with the industry in an advisory or policy-making capacity, is important to evaluate the Firm's business model, strategies and the industry in which we compete
International Business Operations
Experience in diverse geographic, political and regulatory environments is important to effectively oversee the Firm as it serves customers and clients across the globe
Leadership of a Large, Complex Organization
Executive experience managing business operations and strategic planning is important to effectively oversee the Firm's complex worldwide operations
Human Capital Management
Experience in human capital management, including senior executive development, succession planning and compensation matters, helps the Board to effectively oversee the Firm's efforts to recruit, retain and develop key talent and provide valuable insight in determining compensation of the CEO and other executive officers
Public Company Governance
Knowledge of public company governance matters, policies and best practices assists the Board in considering and adopting applicable corporate governance practices, interacting with stakeholders and understanding the impact of various policies on the Firm's functions
Technology
Experience with or oversight of innovative technology, artificial intelligence ("AI"), cybersecurity, information systems/data management, information security, fintech or privacy is important in overseeing the security of the Firm's operations, assets and systems as well as the Firm's ongoing investment in and development of innovative technology
Regulated Industries
Experience with regulated businesses, regulatory requirements and relationships with global regulators is important because the Firm operates in a heavily regulated industry
Risk Management and Controls
Skills and experience in assessment and management of business and financial risk factors is important to effectively oversee risk management and understand the most significant risks facing the Firm
Sustainability
Experience with sustainability-related matters is important to effectively oversee potential risks and opportunities related to climate, nature and social factors that could affect the business, including business solutions that foster sustainable economic growth and support our clients in pursuing their sustainability goals
10 2026 Proxy Statement
Director nominees | Corporate governance
Director nominees
Board governance
Board oversight
Engagement
Board qualifications and composition matrix1
Age/Tenure
11 Director Nominees:
Qualifications
Finance and Accounting
Financial Services
International Business Operations
Leadership of a Large, Complex Organization
Human Capital Management
Public Company Governance
Technology
Regulated Industries
Risk Management and Controls
Sustainability
Age
67
70
64
57
70
65
57
68
68
62
64
Years on the Board
22
13
2
4
22
4
8
6
6
2
3
Board composition
RACE/ETHNICITY
GENDER
9 - White
5 - Male
2 - Black
6 - Female
MILITARY/VETERAN
1 - Military/Veteran
1 The information in the Board qualifications and composition matrix was provided by the nominees. The race and ethnicity information is based on U.S. Equal Employment Opportunity race/ethnicity categories.
2026 Proxy Statement 11
Corporate governance | Director nominees
Director nominees
Board governance
Board oversight
Engagement
Stephen B. Burke
Retired Chairman and Chief Executive Officer of NBCUniversal, LLC
Lead Independent Director since 2021
Age: 67
Director since: 2004
Committees:
Compensation & Management Development Committee (Chair) Corporate Governance & Nominating Committee
Public Company Governance: As an experienced board member and executive, brings valuable insight on corporate governance best practices and effective engagement with diverse stakeholders
Human Capital Management: Brings a balanced perspective on executive development, succession planning and compensation matters
Leadership of a Large, Complex Organization: Experience managing a complex, global business, including setting and executing
long-term strategic direction
Finance and Accounting: Strong financial acumen gained through executive roles
Comcast Corporation/NBCUniversal, LLC, leading providers of entertainment, information and communication products and services
Senior Advisor, Comcast Corporation (since 2021)
Chairman of NBCUniversal, LLC and NBCUniversal Media, LLC (2020)
Senior executive officer of Comcast Corporation (2011-2020)
Chief Executive Officer and President of NBCUniversal, LLC and NBCUniversal Media, LLC (2011-2019)
Chief Operating Officer, Comcast (2004-2011)
President, Comcast Cable Communications Inc. (1998-2010)
Graduate of Colgate University
M.B.A., Harvard Business School
Berkshire Hathaway Inc. (since 2009)
Snowflake Inc. (2023-2024)
Former Chairman, Children's Hospital of Philadelphia
Linda B. Bammann
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.
Age: 70
Director since: 2013
Committees:
Risk Committee (Chair) Compensation & Management Development Committee
Risk Management and Controls: Retired risk management executive with deep experience in assessing and managing financial risk
Financial Services: Wide-ranging experience in the financial services sector, including with respect to capital markets and consumer financial products
Regulated Industries: Significant experience navigating the financial services regulatory landscape and engaging with regulators
Human Capital Management: Brings valuable insight on succession planning and senior executive development matters
JPMorgan Chase & Co. (merged with Bank One Corporation in 2004)
Deputy Head of Risk Management (2004-2005)
Chief Risk Management Officer and Executive Vice President, Bank One Corporation (2001-2004)
Senior Managing Director, Bank One Capital Markets (2000-2001)
Graduate of Stanford University
M.A., Public Policy, University of Michigan
None
Former Board Member, Risk Management Association
Former Chair, Loan Syndications and Trading Association
Board Member, The Marine Corps Heritage Foundation
Senior Advisor, The Brydon Group
12 2026 Proxy Statement
Director nominees | Corporate governance
Director nominees
Board governance
Board oversight
Engagement
Michele G. Buck
Retired Chairman, President and Chief Executive Officer of The Hershey Company
Age: 64
Director since: 2025
Committees:
Audit Committee Corporate Governance & Nominating Committee
Finance and Accounting: Expertise in strategic financial management as CEO of The Hershey Company and board-level financial oversight
Leadership of a Large, Complex Organization: Respected leader of a large, consumer-facing business, setting strategy and direction for long-term sustainable, profitable growth
Public Company Governance: Significant experience in corporate governance leadership and with complex stakeholder structures as Chair of The Hershey Company and through other board service
Human Capital Management: C-suite and board director experience in succession planning, compensation and organizational matters
The Hershey Company, an industry-leading snacks company
Special Advisor (since 2025)
Chairman of the Board (2019-2025)
President and Chief Executive Officer (2017-2025)
Executive Vice President, Chief Operating Officer (2016-2017)
President, North America (2013-2016)
Senior Vice President, Global Chief Growth Officer (2011-2013)
Senior Vice President, Global Chief Marketing Officer (2005-2011)
Graduate of Shippensburg University
M.B.A., University of North Carolina at Chapel Hill
The Hershey Company (2017-2025)
Member, The Business Council
Member, American Society of Corporate Executives
Former Board Member, New York Life Insurance Company
Past Benefit Co-Chair, Children's Brain Tumor Foundation
Alicia Boler Davis
President of Ford Pro, Ford Motor Company
Age: 57
Director since: 2023
Committees:
Public Responsibility Committee Risk Committee
Risk Management and Controls: Expertise in risk management and controls matters gained from experience in senior executive roles
Technology: Insight into the development and deployment of innovative technology including through her experience leading Amazon's worldwide network of customer service operations, and robotics and technology
Regulated Industries: Strong understanding of regulatory processes and the ability to effectively navigate the regulatory landscape as President of a business in a highly regulated industry
International Business Operations: Wide-ranging experience in overseeing businesses with global operations, customers and stakeholders
Ford Motor Company, a multinational automotive manufacturing company
President of Ford Pro (since 2025)
Alto Pharmacy, LLC, a digital pharmacy
Chief Executive Officer (2022-2025)
Amazon.com, Inc., a global e-commerce company
Senior Vice President, Global Customer Fulfillment (2021-2022)
Senior Team Member (2020-2022)
Vice President, Global Customer Fulfillment (2019-2021)
The General Motors Company, a multinational automotive manufacturing company
Executive Vice President, Global Manufacturing and Labor Relations (2016-2019)
Graduate of Northwestern University
Master of Science and Honorary Doctor of Engineering, Rensselaer Polytechnic Institute
M.B.A., Indiana University
None
Trustee, Northwestern University
Former Board Member, General Mills, Inc.
Former Board Member, Beaumont Health Systems
Former Board Member, CARE House of Oakland County
2026 Proxy Statement 13
Corporate governance | Director nominees
Director nominees
Board governance
Board oversight
Engagement
James Dimon
Chairman and Chief Executive Officer of JPMorgan Chase & Co.
Age: 70
Director since: 2004 and Chairman of the Board since 2006
Financial Services: Experienced leader in the financial services industry with deep knowledge of all aspects of the Firm's business activities, as well as its financial position and condition, corporate governance practices, technology investments and risk management and controls, in addition to the items detailed below
Leadership of a Large, Complex Organization: Leadership of JPMorganChase and its predecessors for more than two decades, with a track record of growth, market leadership, focus on the Firm's clients, advancing economic growth and opportunity and empowering communities
Human Capital Management: Unique insight into all aspects of recruitment, retention and development of key talent and succession planning for senior executives
Regulated Industries: In-depth experience in responding to an evolving regulatory landscape and cultivating constructive relationships with regulators and government leaders around the world
International Business Operations: Executive management
of business operations that serve customers and clients in 100+ global markets and across diverse geographic, political and regulatory environments
JPMorgan Chase & Co. (merged with Bank One Corporation in 2004)
Chairman of the Board (since 2006) and Director (since 2004); Chief Executive Officer (since 2005)
President (2004-2018)
Chief Operating Officer (2004-2005)
Chairman and Chief Executive Officer at Bank One Corporation (2000-2004)
Graduate of Tufts University
M.B.A., Harvard Business School
None
Member of Board of Deans, Harvard Business School
Director, Catalyst
Member and former Chairman, Business Roundtable
Member, Business Council
Trustee, New York University School of Medicine
Alex Gorsky
Retired Chairman and Chief Executive Officer of Johnson & Johnson
Age: 65
Director since: 2022
Committees:
Audit Committee Corporate Governance & Nominating Committee
Finance and Accounting: Deep understanding of financial reporting standards and oversight of enterprise financial condition from experience as CEO of Johnson & Johnson
Technology: Expertise in overseeing innovative
technologies, AI, information security and privacy issues through executive and board positions
International Business Operations: Seasoned executive experience operating in diverse geographic, political and regulatory environments
Public Company Governance: Broad governance expertise through public company board service and as former Chair of the Business Roundtable's Corporate Governance Committee
Johnson & Johnson, a global healthcare company
Executive Chairman (2022)
Chairman, Chief Executive Officer, Chairman of the Executive Committee (2012-2021)
Worldwide Chairman of the Surgical Care Group and the Medical Devices and Diagnostics Group and member of the Executive Committee (2009)
Company Group Chairman, Ethicon (2008-2009)
Novartis Pharmaceuticals Corporation, a multinational medicines company
Head of North America pharmaceutical business (2004-2008)
Graduate of the U.S. Military Academy at West Point
M.B.A., The Wharton School of the University of Pennsylvania
Apple Inc. (since 2021)
IBM (since 2014)
Johnson & Johnson (2012-2022)
Managing Director, ICONIQ Capital, LLC
Board Member, Neurotech Pharmaceuticals, Inc.
Board Member, Xiara Therapeutics, Inc.
Board Member, Travis Manion Foundation
Board Member, Wharton Board of Overseers
Board Member, Cleveland Clinic
Former Member and Chair of the Corporate Governance Committee, Business Roundtable
14 2026 Proxy Statement
Director nominees | Corporate governance
Director nominees
Board governance
Board oversight
Engagement
Mellody Hobson
Co-Chief Executive Officer and President of Ariel Investments, LLC
Age: 57
Director since: 2018
Committees:
Public Responsibility Committee (Chair)
Risk Committee
Financial Services: Co-CEO and President of Ariel Investments, LLC with over three decades of experience in asset management
Risk Management and Controls: Deep understanding of risk management developed through C-suite positions at Ariel and current and prior service on public company boards
Public Company Governance: Significant corporate governance experience and insights gained from roles at Ariel Investments, LLC and through service on other public company boards
Sustainability: A recognized leader in civic and industry associations with focus on financial education and inclusive economic growth
Ariel Investments, LLC, a private global asset management firm
Co-Chief Executive Officer (since 2019)
President and Director (since 2000)
Chairman of the Board of Trustees of Ariel Investment Trust, a registered investment company (since 2006)
Graduate of the School of Public and International Affairs at Princeton University
Starbucks Corporation (2005-2025)
Chair, After School Matters
Member, Executive Committee, Investment Company Institute
Ex Officio/Former Chair, The Economic Club of Chicago
Board Member and Former Vice Chair, World Business Chicago
Former regular contributor and analyst on finance, the markets and economic trends for CBS News
Phebe N. Novakovic
Chairman and Chief Executive Officer of General Dynamics Corporation
Age: 68
Director since: 2020
Committees:
Audit Committee
Public Responsibility Committee
Technology: In-depth understanding and experience overseeing innovative technology, AI, information security, data management systems and other technology-related matters as Chairman and CEO of General Dynamics and a former director of Abbott Laboratories
Finance and Accounting: Strong background in overseeing
strategic objectives from a financial perspective gained through executive leadership roles
Leadership of a Large, Complex Organization: Trusted leader with experience in various senior officer positions at a global public company
Sustainability: Unique perspective on environmental, safety, and human rights matters gained through leadership roles in the public and private sectors
General Dynamics Corporation, a global aerospace and defense company
Chairman and Chief Executive Officer (since 2013)
President and Chief Operating Officer (2012)
Executive Vice President, Marine Systems (2010-2012)
Senior Vice President, Planning and Development (2005-2010)
Vice President (2002-2005)
Graduate of Smith College
M.B.A., The Wharton School of the University of Pennsylvania
General Dynamics Corporation - Chairman (since 2013); member (since 2012)
Abbott Laboratories (2010-2021)
Chairman, Board of Directors, Association of the United States Army
Chairman, Board of Trustees, Ford's Theatre
Chair, Aerospace Industries Association
Member, Business Roundtable
Trustee, Baylor Scott & White Health
2026 Proxy Statement 15
Corporate governance | Director nominees
Director nominees
Board governance
Board oversight
Engagement
Virginia M. Rometty
Retired Executive Chairman, President and Chief Executive Officer of IBM
Age: 68
Director since: 2020
Committees:
Corporate Governance & Nominating Committee (Chair) Compensation & Management Development Committee
Technology: Exceptional leader in the technology sector with deep knowledge of innovative technology, AI, quantum, information security and data management gained through four decades at IBM
Public Company Governance: Extensive public company governance experience as Chairman of IBM
Human Capital Management: C-suite and director positions at both public and private companies provide comprehensive understanding of human capital management matters
International Business Operations: In-depth experience managing international business operations as CEO of IBM and in senior oversight and advisory roles including with respect to international trade and global supply chain matters
IBM, a global information technology company
Executive Chairman (2020)
Chairman, President and Chief Executive Officer (2012-2020)
Graduate of Northwestern University
None
Board Member, GlobalAI Cloud Inc.
Board Member, Cargill Corporation
Member, Mitsubishi UFJ Financial Group Global Advisory Board
Trustee, Brookings Institution
Member, BDT Capital Advisory Board
Co-Chair, OneTen
Member, Council on Foreign Relations
Member and Trustee, Peterson Institute for International Economics
Vice Chairman, Board of Trustees, Northwestern University
Trustee, Memorial Sloan-Kettering Cancer Center
Former Member and Chair of the Education & Workforce Committee, Business Roundtable
Former Member, President's Export Council
Brad D. Smith
President of Marshall University and Retired Executive Chairman, President and Chief Executive Officer of Intuit Inc.
Age: 62
Director since: 2025
Committees:
Public Responsibility Committee Risk Committee
Technology: As former CEO of Intuit, brings valuable insight on transformational technology, cybersecurity and data privacy and security
Risk Management and Controls: Expertise in navigating complex business and financial risks in an innovative sector
Financial Services: Executive leadership focused on data-driven growth and innovation in the financial technology and consumer financial services industry
Sustainability: Demonstrated leadership in creating opportunities for inclusive educational and economic development for underserved communities
Marshall University, a public research university
President (since 2022)
Intuit Inc., a global financial technology company
Executive Chairman (2019-2021)
Chairman (2016-2018)
President and Chief Executive Officer (2008-2018)
Graduate of Marshall University
Master of Management, Aquinas College
Amazon.com, Inc. (since 2023)
Humana Inc. (2022-2025)
SurveyMonkey, formerly Momentive Global Inc. and SVMK Inc. (2017-2022)
Nordstrom, Inc. (2013-2022)
Intuit Inc. (2008-2022)
Co-Founder, Wing 2 Wing Foundation
16 2026 Proxy Statement
Director nominees | Corporate governance
Director nominees
Board governance
Board oversight
Engagement
Mark A. Weinberger
Retired Global Chairman and Chief Executive Officer of Ernst & Young LLP ("EY")
Age: 64
Director since: 2024
Committees:
Audit Committee (Chair)
Finance and Accounting: Distinctive expertise in finance, tax and accountancy from leadership roles in those fields for over three decades prior to his retirement
Leadership of a Large, Complex Organization: Led over 270,000 people in over 150 countries as the former CEO of EY
Regulated Industries: Comprehensive experience in a highly regulated industry combined with government policy and legislative positions
Sustainability: Unique perspective gained through leadership roles at JUST Capital, Council for Inclusive Capitalism and World Economic Forum
EY, a leading global professional services organization providing assurance, consulting, strategy and transactions, and tax services
Global Chairman and Chief Executive Officer (2013-2019)
Member, Global Executive Board (2008-2019)
U.S. Government, appointments by four presidential administrations
Member, President's Strategic and Policy Forum (2017)
Member, President's Infrastructure Task Force (2015-2016)
Assistant Secretary, U.S. Department of Treasury (Tax Policy) (2001-2002)
Member, U.S. Social Security Administration Advisory Board (2000)
Chief Tax and Budget Counsel, U.S. Senate (1991-1994)
Graduate of Emory University
M.B.A. and J.D., Case Western Reserve University
Master of Laws in Taxation, Georgetown University Law Center
Johnson & Johnson (since 2019)
MetLife, Inc. (since 2019)
Accelerate Acquisition Corp. (2021-2022)
Saudi Arabian Oil Co. (Saudi Aramco) (since 2019)
Board Member, GlobalAI Cloud Inc.
Board Member, JUST Capital
Board Member, National Bureau of Economic Research
Advisor and Member, Council for Inclusive Capitalism
Former Member of the International Business Council and Global Agenda Steward for Economic Progress, World Economic Forum
2026 Proxy Statement 17
Corporate governance | Director nominees
Director nominees
Board governance
Board oversight
Engagement
Director independence
All of the Firm's non-management Board members are independent, under both the New York Stock Exchange ("NYSE") corporate governance listing standards and the Firm's independence standards as set forth in its Governance Principles.
To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must have affirmatively determined that he or she has no material relationships with JPMorganChase, either directly or as a partner, shareholder or officer of another organization that has a relationship with the Firm.
In assessing the materiality of relationships with the Firm, the Board considers relevant facts and circumstances. Given the nature and broad scope of the products and services provided by the Firm, there are from time to time ordinary course of business transactions between the Firm and a director, his or her immediate family members, or principal business affiliations. These may include, among other relationships: extensions of credit; provision of other financial and financial advisory products and services; business transactions for property or services; and charitable contributions made by the JPMorgan Chase Foundation or the Firm to a nonprofit organization of which a director is an officer. The Board reviews these relationships to assess their materiality and determine if any such relationship would impair the independence and judgment of the relevant director. The Board considered:
Consumer credit: credit cards and other lines of credit and loans for directors Bammann, Buck, Burke, Gorsky, Hobson, Novakovic, Weinberger and/or their immediate family members.
Wholesale/commercial credit: extensions of credit and other financial and financial advisory products and services provided to: Ford Motor Company, for which Ms. Davis is the Chief Executive Officer of the Ford Pro segment, and its subsidiaries; ICONIQ Capital, LLC, for which Mr. Gorsky serves as a Managing Director, and its subsidiaries, affiliates and funds; Ariel Investments, LLC, for which Ms. Hobson is Co-Chief Executive Officer and President, and its subsidiaries, affiliates and funds; certain entities wholly-owned by Ms. Hobson's spouse; General Dynamics Corporation, for which Ms. Novakovic is Chairman and Chief Executive Officer, and its subsidiaries; Louis Dreyfus Company B.V., for which a sibling of Mrs. Rometty serves as the Trading Operations Officer and Cotton Platform Head, and its subsidiaries; Hearthside Food Solutions, LLC, d/b/a Maker's Pride, for which a sibling of Mrs. Rometty serves as Chief Executive Officer, and its affiliates; and Marshall University, for which Mr. Smith is the President.
Goods, services: purchases of corporate aircraft and associated maintenance services and parts provided by General Dynamics subsidiaries.
Other relationships: a son-in-law of Mr. Burke is a non-executive employed by the Firm and in 2025, was provided compensation of less than $120,000. He became Mr. Burke's son-in-law in 2024. He has been employed by the Firm since 2021 and is currently a Business Relationship Manager in Consumer & Community Banking. In 2025, a son of Ms. Davis participated in a Summer Fellowship program in Consumer & Community Banking, and was provided compensation of less than $120,000. Mr. Burke's son-in-law and Ms. Davis' son received benefits in accordance with the Firm's employment and compensation practices applicable to employees holding comparable positions.
The Board, having reviewed the relevant relationships between the Firm and each non-management director, determined, in accordance with the NYSE's listing standards and the Firm's independence standards, that each non-management director (Linda B. Bammann, Michele G. Buck, Stephen B. Burke, Alicia Boler Davis, Alex Gorsky, Mellody Hobson, Phebe N. Novakovic, Virginia M. Rometty, Brad D. Smith, and Mark A. Weinberger) had only immaterial relationships with JPMorganChase and accordingly is independent. Todd A. Combs, who resigned from the Board in December 2025, had only immaterial relationships with JPMorganChase while a member of the Board and accordingly, was an independent director during the term of his service. In 2026, Mr. Combs was hired by the Firm and additional information is provided on page 35.
All directors who served on the Audit and Compensation & Management Development Committees of the Board were also determined to meet the additional independence and qualitative criteria of the NYSE listing standards applicable to directors serving on those committees. For more information about the committees of the Board, see pages 23-26.
18 2026 Proxy Statement
Director nominees | Corporate governance
Director nominees
Board governance
Board oversight
Engagement
Director recruitment
The Governance Committee oversees the ongoing evaluation of candidates for Board membership and the candidate nomination process.
The Board considers its composition and needs holistically, determining the diversity of experiences, backgrounds, perspectives and viewpoints required to effectively oversee the Firm, including its present and future strategy.
BOARD REVIEWS ITS NEEDS
CANDIDATE RECOMMENDATIONS
ASSESSMENT
The Governance Committee solicits candidate recommendations from shareholders, directors and management and, from time to time, has been assisted by a third-party advisor in identifying qualified candidates.
The Governance Committee considers the following in evaluating prospective directors, among other items:
The Firm's Governance Principles
The Firm's strategy, risk profile and current Board composition
Candidate's specific skills and experiences based on the needs of the Firm
Candidate's contribution to Board diversity in experiences, backgrounds, perspectives and viewpoints
FULL BOARD CONSIDERATION
CANDIDATE MEETINGS
The Governance Committee puts the candidate forward for consideration by the full Board.
The potential nominee meets with the Governance Committee, Lead Independent Director, Chair of the Board, other members of the Board and senior management, as appropriate.
The Governance Committee is engaged in an ongoing recruitment process designed to build a strong pipeline of prospective directors for the near and long term. This includes candidates who are not available for board membership immediately but may become available in the future, such as candidates whose current professional commitments preclude board service and emerging leaders who require more experience. Often the Board works to develop a relationship with prospective candidates, becoming familiar with their skills and effectiveness, before the candidate is formally considered. The Board looks to recruit those who will contribute individually, and it seeks to balance skills, experience, personal attributes and tenure. All candidates recommended to the Governance Committee are evaluated based on the same standards outlined above.
The Firm's By-laws provide for a right of proxy access. For further information, see page 101.
2026 Proxy Statement 19
Corporate governance | Director nominees
Director nominees
Board governance
Board oversight
Engagement
Director re-nomination
The Governance Committee also oversees the re-nomination process. In determining whether to re-nominate a director for election at our annual meeting, the Governance Committee reviews each director, considering:
Director re-nomination
Feedback from the annual Board and committee
self-assessments
Continued contribution to the Board's effectiveness
Shareholder feedback, including the support received at our annual meeting of shareholders
Engagement at Board and committee meetings
Independence
Skills and experience, personal attributes
Retirement policy
Our Governance Principles require a non-management director to offer not to stand for re-election in each calendar year following a year in which the director will be 75 or older. The Board (other than the affected director) then determines whether to accept the offer. The Board believes that the appropriate mix of experience and fresh perspectives is an important consideration in assessing Board composition, and the best interests of the Firm are served by taking advantage of all available talent, and evaluations as to director candidacy should not be determined solely on age.
None of our director nominees will be 75 or older this year.
For a description of the annual Board and committee self-assessment process, see page 26.
20 2026 Proxy Statement
Director nominees | Corporate governance
Board governance
Director nominees
Board oversight
Engagement
Board governance
Strong governance practices
Our Board is guided by the Firm's Governance Principles, and we adhere to the Commonsense Corporate Governance Principles and the Investor Stewardship Group's Corporate Governance Principles for U.S. Listed Companies. Our sound governance practices include:
Robust shareholder engagement process, including participation by
investor feedback
Lead Independent Director with independent perspective and judgment as well as clearly defined responsibilities
Executive sessions of independent directors at each regular Board meeting without the presence of the CEO
Ongoing consideration of Board composition and refreshment and annual review of board leadership structure
Annual Board and committee self-assessment guided by the Lead
throughout the year
Strong director attendance: each director attended 75% or more of total
during 2025
Our Board's leadership structure
The Board's leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management. Based on consideration of the factors described on page 22, our Board has determined that combining the roles of Chair and CEO is the most effective leadership structure for the Board at this time. The Board believes the present structure provides the Firm and the Board with strong leadership, appropriate independent oversight of management, continuity of experience that complements ongoing Board refreshment, and the ability to clearly communicate the Firm's business and strategy to shareholders, clients, employees, regulators and the public.
As required by the Firm's Governance Principles, when the role of the Chair is combined with that of the CEO, the independent directors appoint a Lead Independent Director. Our Lead Independent Director provides effective independent oversight, including by facilitating independent oversight of management, promoting open dialogue among the independent directors during and in between Board meetings, leading executive sessions at each regular Board meeting without the presence of the CEO, and focusing on the Board's priorities and processes.
In March 2026, the independent directors conducted their annual review of the Board's leadership structure. This review was conducted first by the Governance Committee, which considered the factors on page 22, the Firm's governance practices, which include executive sessions of independent directors as part of each regularly scheduled Board meeting and the directors' frequent and open interactions with senior management, and the effectiveness of the Lead Independent Director role. Following its review, the Governance Committee recommended that the Board continue its current leadership structure and that Stephen B. Burke be re-appointed as Lead Independent Director. The independent directors of the Board then conducted their own review, again taking into account the factors on page 22, the Governance Committee's recommendation and Mr. Burke's strong performance in the Lead Independent Director role over the course of the prior year, and determined to maintain the current leadership structure with Mr. Burke serving as Lead Independent Director.
The Board maintains the ability to change its leadership structure at any time should it elect to do so and is not limited to its annual review of leadership structure. The Board has a general policy, upon the next CEO transition, that the Chair and CEO positions shall be separate, subject to the Board's determination of the leadership structure that best serves the Firm and its shareholders at that time. This policy is reflected in the Firm's Governance Principles and reinforces the Board's longstanding commitment to independent oversight while also maintaining the Board's ability to fulfill its fiduciary duty to determine the leadership structure that best serves shareholders.
2026 Proxy Statement 21
Corporate governance | Director nominees
Director nominees
Board governance
Board oversight
Engagement
Factors the Board considers in reviewing its leadership structure
The Board reviews its leadership structure not less than annually, and conducted its most recent review in March 2026, considering the following factors:
The respective responsibilities for the positions of Chair and Lead Independent Director (see table below for detailed information)
The people currently in the roles of Chair and Lead Independent Director and their record of strong leadership and performance in their roles
The current composition of the Board
The policies and practices in place to provide independent Board oversight of management (including Board oversight of CEO performance and compensation, regular executive sessions of the independent directors, Board input into agendas and meeting materials, and Board self-assessment)
The Firm's circumstances, including its financial performance
The views of our stakeholders, including shareholders
Trends in corporate governance, including practices at other public companies, and studies on the impact of leadership structures on shareholder value
Such other factors as the Board determines
Respective duties and responsibilities of the chair and lead independent director
Chair
Presides at Board and shareholder meetings
Lead Independent Director
Presides at Board meetings in the Chair's absence or when otherwise appropriate
Liaises between independent directors and the Chair/CEO
Presides over executive sessions of independent directors
Engages and consults with major shareholders and other constituencies, where appropriate
Provides advice and guidance to the CEO on executing long-term strategy
Guides the annual performance review of the Chair/CEO
Advises the CEO of the Board's needs and expectations
Guides annual independent director consideration of CEO compensation
Meets one-on-one with the Chair/CEO following executive sessions of independent directors
Guides the Board in its consideration of CEO succession
Guides the annual self-assessment of the Board
22 2026 Proxy Statement
Director nominees | Corporate governance
Director nominees
Board governance
Board oversight
Engagement
Board meetings and attendance
8
Regularly scheduled Board meetings
Communication between meetings as appropriate
8
Executive sessions of independent directors Led by Lead Independent Director
39
Meetings of principal standing committees
4
Meetings of specific purpose committees
2
Special Board meetings
The Board conducts its business as a whole and through a well-developed committee structure in adherence to our Governance Principles. The Board has established practices and processes to actively manage its information flow, set meeting agendas and promote sound, well-informed decisions.
Board members have direct access to management and regularly receive information from, and engage with, management during and outside of formal Board meetings.
In addition, the Board and each committee has the authority and resources to seek legal or other expert advice from sources independent of management.
The full Board met 10 times at eight regularly scheduled Board meetings and two special Board meetings in 2025. For more information on committees, see below. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served in 2025.
Committees of the Board
A significant portion of our Board's oversight responsibilities is carried out through its five independent, principal standing committees: Audit Committee, CMDC, Governance Committee, Public Responsibility Committee ("PRC") and Risk Committee. Allocating responsibilities among committees allows more in-depth attention devoted to the Board's oversight of the business and affairs of the Firm.
Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.
Each principal standing committee operates pursuant to a written charter. These charters are available on our website at jpmorganchase.com/about/governance/committees. Each charter is reviewed at least annually as part of the Board's and each respective committee's self-assessment.
The Board annually reviews the allocation of responsibility among the committees as part of the Board and committee self-assessment. For more information about the self-assessment process, see page 26.
Each committee has oversight of specific activities and risk, and engages with the Firm's senior management responsible for those areas. All committee chairs are appointed at least annually by our Board. Committee chairs are responsible for:
Calling meetings of their committees
Approving agendas for their committee meetings
Presiding at meetings of their committees
Serving as a liaison between committee members and the Board, and between committee members and senior management, including the CEO
Working directly with the senior management responsible for committee mandates
The Board regularly reviews and refreshes committee composition to meet the Firm's needs and best leverage directors' strengths, including their qualifications, backgrounds, perspectives and tenure.
The Board has determined each member of the Audit Committee (Michele G. Buck, Alex Gorsky, Phebe N. Novakovic and Mark A. Weinberger) to be an audit committee financial expert in accordance with the definition established by the SEC, and that Ms. Bammann, the chair of the Risk Committee, has experience in identifying, assessing and managing risk exposures of large, complex financial firms in accordance with rules issued by the Board of Governors of the Federal Reserve System ("Federal Reserve").
2026 Proxy Statement 23
Corporate governance | Director nominees
Director nominees
Board governance
Board oversight
Engagement
Board of directors
Audit
Oversees:
The independent registered public accounting firm's qualifications and independence
The performance of the internal audit function and the independent public accounting firm
Management's responsibilities to ensure that there is an effective system of controls reasonably designed to:
- Safeguard the assets and income of the Firm
15 meetings in 2025
Ensure integrity of financial statements
Maintain compliance with the Firm's ethical standards, policies, plans and procedures, and with laws and regulations
Internal control framework
Reputational risks and conduct risks within its scope of responsibility
6 meetings in 2025
CMDC
Oversees:
Development of and succession for key executives
Compensation principles and practices
Compensation and qualified benefit programs
Operating Committee performance assessments and compensation
Culture and significant employee conduct issues and any related actions
Reputational risks and conduct risks within its scope of responsibility
Governance
Oversees:
Review of the qualifications of proposed nominees for Board membership
Corporate governance practices applicable to the Firm
The framework for the Board's self-assessment
7 meetings in 2025
Shareholder engagement
Board and committee composition
Reputational risks and conduct risks within its scope of responsibility
Risk
Oversees:
Management's responsibility to implement an effective global risk management framework reasonably designed to identify, assess and manage the Firm's risks, including:
Strategic risk
Market risk
Credit and investment risk
Operational risk
7 meetings in 2025
Applicable primary risk management policies
Risk appetite results and breaches
The Firm's capital and liquidity planning and analysis
Reputational risks and conduct risks within its scope of responsibility
PRC
Oversees:
Community investing and fair lending practices
Significant policies and practices regarding political contributions, major lobbying priorities and principal trade association memberships related to Firm public policy objectives
Sustainability
4 meetings in 2025
Consumer practices, including consumer experience, consumer complaint resolution and consumer issues related to disclosures, fees or the introduction of major new products
Reputational risks and conduct risks within its scope of responsibility
For more information about committee responsibilities, see committee Charters available at: jpmorganchase.com/about/ governance/committees.
24 2026 Proxy Statement
Director nominees | Corporate governance
Director nominees
Board governance
Board oversight
Engagement
Other standing committees
The Board has two additional standing committees:
Stock Committee: The committee is responsible for implementing the declaration of dividends, authorizing the issuance of stock, administering the dividend reinvestment plan and implementing share repurchase plans. The committee acts within Board-approved limitations and capital plans.
Executive Committee: The committee may exercise all the powers of the Board that lawfully may be delegated, but with the expectation that it will not take material actions absent special circumstances.
The Board may establish additional standing committees as needed.
Specific purpose committees
The Board establishes specific purpose committees as appropriate to address specific issues.
The Board currently has two such committees, the Markets Compliance Committee and the Omnibus Committee. The Markets Compliance Committee provides oversight in connection with certain markets-related matters, including issues related to trading venues and trade surveillance data feeds. The Omnibus Committee reviews matters delegated by the Board.
As the Firm achieves its objectives in a specific area, the work of the relevant specific purpose committee will be concluded and the committee appropriately disbanded.
Additional specific purpose committees may be established from time to time in the future to address particular issues.
Current board committee membership
Director
Audit
CMDC
Governance
PRC
Risk
Specific Purpose1
Stephen B. Burke2
C
A
Linda B. Bammann
C
B
Michele G. Buck
Alicia Boler Davis
James Dimon
Alex Gorsky
Mellody Hobson
C
A
Phebe N. Novakovic
Virginia M. Rometty
C
A
Brad D. Smith
Mark A. Weinberger
C
1 The Board's specific purpose committees in 2025 were:
A - Markets Compliance Committee
B - Omnibus Committee
2 Lead Independent Director
All directors of the Firm were elected by shareholders in 2025. All of the directors of the Firm comprise the full Boards of JPMorgan Chase Bank, National Association (the "Bank") and an intermediate holding company, JPMorgan Chase Holdings LLC (the "IHC"). Mr. Burke is the independent Chair of the Board of the Bank; IHC does not have a Chair of the Board.
2026 Proxy Statement 25
Corporate governance | Director nominees
Director nominees
Board governance
Board oversight
Engagement
Board and committee self-assessment
The Board conducts an annual self-assessment aimed at enhancing its effectiveness. Through this practice, which includes an assessment of its policies, procedures and performance, the Board identifies areas for further consideration and improvement. In assessing itself, the Board takes a multi-year perspective. The Board self-assessment is guided by the Lead Independent Director and is conducted in phases.
SELF-ASSESSMENT FRAMEWORK
The Governance Committee reviews and provides feedback on the annual self-assessment process.
BOARD AND COMMITTEE ASSESSMENTS
The Board reviews the actions taken in response to the previous year's self-assessment and reviews the Board's performance against regulatory requirements, including its responsibilities under the Office of the Comptroller of the Currency's "Heightened Standards" for large national banks, as well as the Federal Reserve's Supervisory Guidance on Board of Directors' Effectiveness.
Topics addressed in the Board assessment generally include: strategic priorities; Board composition and structure; how the Board spends its time; oversight of and interaction with management; oversight of culture & conduct; talent management and succession planning; committee effectiveness; and specific matters that may be relevant.
Each principal standing committee conducts a self-assessment that includes a review of performance against committee charter requirements and focuses on committee agenda planning and the flow of information received from management. Committee discussion topics include committee composition and effectiveness, leadership, and the content and quality of meeting materials.
ONE-ON-ONE DISCUSSIONS
The directors hold private individual discussions with the General Counsel using a discussion guide that frames the self-assessment.
The General Counsel reviews feedback from the individual discussions with the Lead Independent Director and Chair/CEO.
ACTION ITEMS
The General Counsel and Lead Independent Director report the feedback received to the Board.
Appropriate action plans are developed to address the feedback received from the Board and committee assessments. Throughout the year, the Board and committees partner with management to execute and evaluate progress on action items.
26 2026 Proxy Statement
Director nominees | Corporate governance
Board governance
Director nominees
Board oversight
Engagement
Director education
Our director education program focuses on incorporating key strategic and important cross-business issues and is designed to assist Board members in fulfilling their responsibilities. The director education program commences with an orientation program when a new director joins the Board. Ongoing education for all directors is conducted throughout the year through "deep dive" presentations from LOBs, discussions and presentations by subject matter experts and other events. In 2025, directors participated in programs on a number of subjects, including:
deep dive sessions from each LOB covering topics such as products, services, strategy and control environment;
finance deep dives;
geopolitical environment and related risks;
sustainability and governance strategy and disclosures;
key laws, regulations and supervisory requirements applicable to the Firm;
significant and emerging risks;
technology, AI and cybersecurity updates; and
workforce matters.
2026 Proxy Statement 27
Corporate governance | Board oversight
Board oversight
Director nominees
Board governance
Engagement
Board oversight
The Board is responsible for oversight of the business and affairs of the Firm on behalf of shareholders. It is also responsible for setting the cultural "tone at the top." Among its core responsibilities, the Board oversees:
Strategy
The Board of Directors oversees the formulation and implementation of the Firm's strategic initiatives and reviews and approves the Firm's annual strategic plan. The annual strategic plan includes evaluation of performance against the prior year's initiatives, assessment of the current operating environment, refinement of existing strategies and development of new strategic initiatives. Throughout the year, the CEO and senior management provide updates on the Firm's overall strategic direction, including updates on opportunities, performance, priorities and the implementation of strategies within their respective LOBs and Corporate functions. These management presentations are the foundation of active dialogue with, and feedback from, the Board about the strategic risks and opportunities facing the Firm and its businesses.
Executive performance, talent management and succession planning
The CMDC reviews the Firm's performance periodically during the course of the year, and formally, at least annually. The CMDC's review of the CEO's performance is presented to the Board in connection with the Board's review of executive officer annual compensation.
In accordance with our Governance Principles, succession planning is considered at least annually by the Board. As a top Board priority, succession planning for the CEO is discussed regularly by the full Board. The CMDC reviews the succession plan for the CEO in preparation for discussion by the Board, with such discussion guided by the Lead Independent Director. These discussions occur with and without the CEO and include consideration of recommendations, evaluations and development plans for potential CEO successors, in addition to ongoing review of the Firm's long-term strategy and analyses of CEO transitions at other companies, among other factors.
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 members who are well-known to shareholders as strong potential candidates to succeed Mr. Dimon. Over the past several years, individual OC members and senior leaders have been provided with opportunities to gain exposure to different parts of the business and to deepen their leadership experience in new or expanded roles.
The CMDC also periodically reviews the succession plan for members of the OC other than the CEO to build a robust talent pipeline for specific critical roles. The Board has numerous opportunities to meet with, and assess development plans for, members of the OC and other high-potential senior leaders. This occurs through various means, including informal meetings, presentations to the Board and its committees and Board dinners.
28 2026 Proxy Statement
Board oversight | Corporate governance
Board oversight
Director nominees
Board governance
Engagement
Financial performance and condition
Throughout the year, the Board reviews the Firm's financial performance and condition, including overseeing management's execution against the Firm's capital, liquidity, strategic and financial operating plans.
Reports on the Firm's financial performance and condition are presented at each regularly scheduled Board meeting. The Firm's annual Comprehensive Capital Analysis and Review ("CCAR") capital plan submission, which contains the Firm's proposed plans to make capital distributions, such as dividend payments, stock repurchases and other capital actions, is reviewed and approved prior to its submission to the Federal Reserve. In addition, the Audit Committee assists the Board in the oversight of the Firm's financial statements and internal control framework. The Audit Committee also assists the Board in the appointment, retention, compensation, evaluation and oversight of the Firm's independent registered public accounting firm. For further information, see "Risk management and internal control framework" below.
Risk management and internal control framework
Risk is an inherent part of JPMorganChase's business activities. When the Firm extends a consumer or wholesale loan, advises customers and clients on their investment decisions, makes markets in securities, or offers other products or services, the Firm takes on some degree of risk. The Firm's overall objective is to manage its business, and the associated risks, in a manner that balances serving the interests of its clients, customers and investors, and protecting the safety and soundness of the Firm.
The Firm's risk governance framework is managed on a firmwide basis. The Board of Directors oversees management's strategic decisions, and the Risk Committee oversees Independent Risk Management ("IRM") and the Firm's risk governance framework. The full Board oversees cybersecurity risk and AI matters, with additional oversight of the relevant risk framework and controls provided by the Audit and Risk Committees. Board committees support the Board's oversight responsibility by overseeing the risk categories related to such committee's specific area of focus.
Committee chairs report significant matters discussed at committee meetings to the full Board. Issues escalated to the full Board may be dealt with in several ways, as appropriate, for example: oversight of risk may remain with the particular principal standing committee of the Board, the Board may establish or direct a specific purpose committee to oversee such matters, or the Board may ask management to present more frequently to the full Board on the issue.
Sustainability and governance matters
Oversight of sustainability and governance matters is part of the Board's work in setting the policies and principles that govern our business, including:
the Firm's governance-related policies and practices;
our systems of risk management and controls;
our investment in our employees;
the manner in which we serve our customers and support our communities; and
how we advance sustainability in our business and operations.
Board committees each consider sustainability and governance matters within their scope of responsibility. The PRC provides oversight of the Firm's positions and practices on public responsibility matters such as community investment, fair lending, consumer practices, sustainability and other public policy issues that reflect the Firm's values and character and impact its reputation among its stakeholders. The CMDC oversees the Firm's culture; the Risk Committee considers climate risk; the Governance Committee reviews board composition and also considers shareholder proposals; and the Audit Committee assists the Board in its oversight of compliance with the Firm's ethical standards, policies, plans and procedures, and with laws and regulations. In the past year, Board and committee discussion topics included, among others, sustainability and governance strategy and disclosure. Additional information on Board committee oversight is available on our website at jpmorganchase.com/about/governance/committees.
2026 Proxy Statement 29
Corporate governance | Engagement
Director nominees
Board governance
Board oversight
Engagement
Engagement
Our directors meet periodically throughout the year with the Firm's shareholders, employees, regulators, community and business leaders, and other persons interested in our strategy, business practices, governance, culture and performance.
Shareholders and other interested parties
We have an active and ongoing approach to engagement on a wide variety of topics throughout the year. Our engagement efforts are outlined below.
INVESTOR ENGAGEMENTS
Shareholder Outreach Program:
We maintain an ongoing Shareholder Outreach Program to provide updates on topics of interest, address shareholder questions and solicit their perspectives and feedback. The program's governance topics include Board composition and refreshment, management succession planning, executive compensation and shareholder rights, among others. We also host discussions to solicit investor feedback about the Firm's climate- and human rights-related disclosures, enterprise risk management framework and approach to AI development. Additionally, we seek to provide insights about opportunities and risks related to the Firm's climate strategies and targets, client engagement and human capital management approach, in addition to other topics. We also meet with shareholders and fixed income holders who request ad hoc engagements
We provide the Board with information on areas of shareholder focus and feedback from these engagement sessions
In 2025, we invited more than 330 of our shareholders, fixed income holders, proxy advisory firms and third-party stewardship firms to join engagement sessions with the Firm's directors, senior management and other subject matter experts
We engaged with approximately 338 of our shareholders and third-party stewardship firms, representing approximately 37% of the Firm's outstanding common stock
- Board-level engagements represented approximately 14% of the Firm's outstanding common stock
Quarterly earnings calls
Investor meetings and conferences
Shareholder Outreach Program
Annual Meeting of Shareholders
Investor queries to Investor Relations
Community and business leaders and clients
Institutional shareholders, including portfolio managers, investment analysts and stewardship teams
Retail shareholders
Fixed income investors and analysts
Sell side and financials-focused analysts
Proxy advisory firms
Rating firms
Non-governmental organizations
Industry thought leaders
Annual Report
Proxy statement and supplemental filings
SEC filings
Earnings materials
Press releases
Firm website
Reports and publications
Events and conferences
HOW WE COMMUNICATE: WHO WE ENGAGE: HOW WE ENGAGE:
Investor Engagement in 2025
Frequently discussed topics included, among others:
Board composition, including the Board's leadership structure, Board refreshment and management succession planning
Executive compensation philosophy and disclosures, including shareholder support for Say on Pay at the 2025 Annual Meeting
The Firm's approach to the regulatory environment
The Firm's risk management approaches tied to environmental, nature and social matters, cybersecurity and AI, human rights and the transition to a lower-carbon economy
The Firm's disclosures related to climate opportunities and risks, climate strategies, climate-related targets and the Firm's Energy Supply Financing Ratio disclosure
The Firm's human capital management strategy
Shareholder engagement strategies and voting practices
The Firm's strategy and financial and operating performance
Senior Management Engagement
Presented at approximately 17 investor conferences
Held approximately 61 meetings to connect shareholders with the Firm's senior leaders
Met with shareholders, fixed income holders and other parties
30 2026 Proxy Statement
Engagement | Corporate governance
Engagement
Director nominees
Board governance
Board oversight
Employees
The Board is committed to maintaining a strong corporate governance culture that instills and enhances a sense of personal accountability on the part of all of the Firm's employees.
In addition to discussions at Board meetings with senior management about these efforts, our directors participate in events outside of the boardroom including meetings with employees that emphasize this commitment. These meetings include LOB and leadership team events such as our annual senior leaders' meetings and informal sessions with members of the OC and other senior leaders. In 2025, members of our Board participated in Regional Director dinners, Firmwide senior leadership events, LOB industry events and Business Resource Groups' ("BRGs") events.
Regulators
Our Board and senior leaders regularly meet with regulators. These interactions help us learn first-hand from regulators about matters of importance to them and their expectations of us. They also provide a forum for the Board and management to keep our regulators well-informed about the Firm's performance and business practices.
Stakeholders
As we strive to deliver value, management engages with our stakeholders, including our customers, suppliers and leaders in the communities in which we work, on a range of issues and in a variety of ways. These may include, for example, participation in consumer advisory groups and meetings with policy advocacy groups and nonprofit organizations. We seek feedback on key topics to help us better understand what is important to our stakeholders and find ways to deliver value while also navigating financial, legal and regulatory considerations. In recent years, we have engaged in extensive stakeholder outreach pertaining to, among other topics, the Firm's enterprise risk management framework, human capital management and sustainability.
Management shares feedback from these relationships and engagements with the Board, providing the Board with valuable insights. Board members also participate in engagements with stakeholders through client events, industry conferences and shareholder discussions as appropriate.
2026 Proxy Statement 31
Corporate governance | Director compensation
Director compensation
The Governance Committee is responsible for reviewing director compensation and making recommendations to the Board. In making its recommendations, the Governance Committee annually reviews the Board's responsibilities and the compensation practices of peer firms, which include the primary financial services peer group referenced with respect to the compensation of our NEOs. For more information see "Evaluating market practices" on page 46.
The Board believes a best practice is to link director compensation to the Firm's performance; therefore, a significant portion of director compensation is paid in common stock.
Annual compensation
For 2025, each non-employee director was entitled to receive an annual cash retainer of up to $110,000 and, if the non-employee director was on the Board at the time when annual performance year equity awards were granted, an annual grant of deferred stock units valued at $265,000.
Pursuant to discretion authorized under the Firm's Long-Term Incentive Plan approved by shareholders at the 2024 Annual Meeting, the Governance Committee recommended, and the Board approved, an increase to director compensation to maintain the competitiveness of the program. Effective January 1, 2026, the directors' annual cash retainer was increased from $110,000 to $120,000 and the annual grant of deferred stock units was increased from
$265,000 to $280,000.
Compensation paid during 2025, including additional cash compensation paid for certain committee and other service, is described in the following tables.
Each deferred stock unit included in the annual grant to directors represents the right to receive one share of the Firm's common stock and dividend equivalents payable in deferred stock units for any dividends paid. Deferred stock units have no voting rights. In January of the year immediately following a director's retirement from the Board, deferred stock units are distributed in shares of the Firm's common stock in either a lump sum or in annual installments for up to 15 years as elected by the director. Beginning with the annual deferred stock units to be granted in January 2027, provided that directors meet stock ownership requirements set forth in the Firm's Governance Principles, directors may elect to defer payment of up to 50% of their annual grant of deferred stock units for thirty-six months from the award date, and the remainder must be deferred until the director's retirement from the Board.
The following table summarizes the 2025 annual compensation for non-employee directors for service on the Boards of the Firm and the Bank. There is no additional compensation paid for service on the Board of IHC.
Compensation
Amount
($)
Board retainer
$ 110,000
Lead Independent Director retainer
35,000
Audit and Risk Committee chair retainer
30,000
Audit and Risk Committee member retainer
20,000
All other committees chair retainer
20,000
Deferred stock unit grant
265,000
Bank Board retainer
20,000
Bank Board's chair retainer
30,000
The Board may periodically ask directors to serve on one or more specific purpose committees or other committees that are not one of the Board's principal standing committees or to serve on the board of directors of a subsidiary of the Firm. Any compensation for such service is included in the "2025 Director compensation table" on the next page.
32 2026 Proxy Statement
Disclaimer
JPMorgan Chase & Co. published this content on April 14, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 14, 2026 at 11:29 UTC.