
²	Retired from JPMorgan Chase & Co. in 2005



12 •JPMORGAN CHASE & CO. • ~~2015~~2016 PROXY STATEMENT• 9

DIRECTOR CRITERIA

In selecting candidates for director, the Board looks for individuals with ~~strong personal attributes, diverse backgrounds and~~ demonstrated expertise and success in one or more specific executive ~~disciplines.~~disciplines, and personal attributes and diverse backgrounds.



Executive disciplines
Finance and accounting

Financial services

International business operations

Leadership of a large, complex organization

Management development and succession planning

Public-company governance

Regulated industries and regulatory issues

Risk management and controls



Personal attributes
Ability to work collaboratively

Integrity

Judgment

Strength of conviction

Strong work ethic

Willingness to engage and provide active oversight

The Firm’s director criteria are also discussed in the Corporate Governance Principles document available on our website at jpmorganchase.com, under the heading Governance, which is under the About Us tab.

NOMINEES’ QUALIFICATIONS AND EXPERIENCE

Our Board believes that these nominees provide our Firm with the combined skills, experience and personal qualities needed for an effective and engaged Board.

The specific experience and qualifications of each nominee are described in the following pages. Unless stated otherwise, all nominees have been continuously employed by their present employers for more than five years. The age indicated in each nominee’s biography is as of May ~~19, 2015,~~17, 2016, and all other biographical information is as of the date of this

proxy statement.



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Linda B. Bammann, 5960



		Director since 2013 Public Responsibility Committee Directors’ Risk Policy Committee Retired Deputy Head of Risk Management of JPMorgan Chase & Co.



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Experience with regulatory issues
	•	Extensive background in risk management
	•	Financial services experience

Linda B. Bammann was Deputy Head of Risk Management at JPMorgan Chase from July 2004 until her retirement in 2005. Previously she was Executive Vice President and Chief Risk Management Officer at Bank One Corporation (“Bank One”) from May 2001 to July 2004 and, before then, Senior Managing Director of Banc One Capital Markets, Inc. She was also a member of Bank One’s executive planning group. From 1992 to 2000 she was a Managing Director with UBS Warburg LLC and predecessor firms.

Ms. Bammann served as a director of The Federal Home Mortgage Corporation (“Freddie Mac”) from 2008 until 2013, during which time she was a member of its Compensation Committee. She ~~also~~ served as a member of Freddie Mac’s Audit Committee from 2008 until 2010 and as Chair of its Business and Risk Committee from 2010 until 2013. Ms. Bammann also served as a director of Manulife Financial Corporation from 2009 until 2012. Ms. Bammann was formerly a board member of the Risk Management Association and Chair of the Loan Syndications and Trading Association.

Through her experience on the boards of other public companies and her tenure with JPMorgan Chase and Bank One, Ms. Bammann has developed insight and wide-ranging experience in financial services and extensive expertise in risk management and regulatory issues.

Ms. Bammann graduated from Stanford University and received an M.A. degree in public policy from the University of Michigan.

James A. Bell, 6667



		Director since 2011 Audit Committee Retired Executive Vice President of The Boeing Company



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Finance and accounting experience
	•	Leadership of complex, multi-disciplinary global organization
	•	Regulatory issues and regulated industry experience

James A. Bell was an Executive Vice President of The Boeing Company, an aerospace company and manufacturer of commercial jetliners and military aircraft, from 2003 until his retirement in April 2012. He was Corporate President from June 2008 until February 2012 and Chief Financial Officer from November 2003 until February 2012.

Over a four-decade corporate career, Mr. Bell led global businesses in a highly regulated industry, oversaw successful strategic growth initiatives and developed expertise in finance, accounting, risk management and controls. While Chief Financial Officer, he oversaw two key Boeing businesses: Boeing Capital Corporation, the company’s customer-financing subsidiary, and Boeing Shared Services, an 8,000-person, multi-billion dollar business unit that provides common internal services across Boeing’s global enterprise.

Before being named Chief Financial Officer, Mr. Bell was Senior Vice President of Finance and Corporate Controller. In this position he served as the company’s principal interface with the board’s Audit Committee. He was Vice President of contracts and pricing for Boeing Space and Communications from 1996 to 2000, and before that served as director of business management of the Space Station Electric Power System at the Boeing Rocketdyne unit.

Mr. Bell has been a director of Dow Chemical Company since ~~2005.~~2005, of CDW Corporation since March 2015 and of Apple Inc. since September 2015. He is a member of the Board of Trustees at Rush University Medical Center.

Mr. Bell graduated from California State University at Los Angeles.



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Crandall C. Bowles, 6768



		Director since 2006 Audit Committee Public Responsibility Committee (Chair) Chairman Emeritus of The Springs Company



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	International business operations experience
	•	Management development, compensation and succession planning experience
	•	Risk management and audit experience

Crandall C. Bowles has been Chairman Emeritus of The Springs Company, a privately owned investment company, since April 2015, prior to which she had been Chairman since 2007. She also served as Chairman of Springs Industries, Inc., a manufacturer of window products for the home, from 1998 until June 2013 when the business was sold. She was a member of its board from 1978 until June 2013 and was Chief Executive Officer from 1998 until 2006. Prior to 2006, Springs Industries included bed, bath and home-furnishings business lines. These were merged with a Brazilian textile firm to become Springs Global Participacoes S.A., a textile home-furnishings company based in Brazil, where Ms. Bowles served as Co-Chairman and Co-CEO from 2006 until her retirement in July 2007.

Ms. Bowles has been a director of Deere & Company since 1999. She served as a director of Sara Lee Corporation from 2008 to 2012 and of Wachovia Corporation and Duke Energy in the 1990s. As an executive at Springs Industries and Springs Global Participacoes, Ms. Bowles gained experience managing international business organizations. As a board member of large, global companies, she has dealt with a wide range of issues including audit and financial reporting, risk management, and executive compensation and succession planning.

Ms. Bowles is a Trustee of the Brookings Institution

and is on the governing boards of the Packard Center for ALS Research at Johns Hopkins and The Wilderness Society.

Ms. Bowles graduated from Wellesley College and received an M.B.A from Columbia University.

Stephen B. Burke, 5657



		Director since 2004 and Director of Bank One Corporation from 2003 to 2004 Compensation & Management Development Committee Corporate Governance & Nominating Committee Chief Executive Officer of NBCUniversal, LLC



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Experience leading large, international, complex businesses in regulated industries
	•	Financial controls and reporting experience
	•	Management development, compensation and succession planning experience

Stephen B. Burke has been Chief Executive Officer of NBCUniversal, LLC, and a senior executive of Comcast Corporation, one of the ~~nation’s~~U.S.’s leading providers of entertainment, information and communication products and services, since January 2011. He was Chief Operating Officer of Comcast Corporation from 2004 until 2011, and President of Comcast Cable Communications, Inc. from 1998 until January 2010.

Before joining Comcast, Mr. Burke served with The Walt Disney Company as President of ABC Broadcasting. He joined The Walt Disney Company in January 1986, and helped develop and found The Disney Store and lead a comprehensive restructuring of Euro Disney S.A.

Mr. Burke’s roles at Comcast, ABC, and Euro Disney have given him broad exposure to the challenges associated with managing large and diverse businesses. In those roles he has dealt with a variety of issues including audit and financial reporting, risk management, executive compensation, sales and marketing, and technology and operations. His tenure at Comcast and ABC gave him experience working in regulated industries, and his work at Euro Disney gave him a background in international business.

Mr. Burke has been a director of Berkshire Hathaway Inc. since 2009.

Mr. Burke graduated from Colgate University and received an M.B.A. from Harvard Business School.



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James S. Crown, 6162



		Director since 2004 and Director of Bank One Corporation from 1991 to 2004 Directors’ Risk Policy Committee (Chair) President of Henry Crown and Company



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Extensive risk management experience
	•	Management development, compensation and succession planning experience
	•	Significant financial markets experience

James S. Crown joined Henry Crown and Company, a privately owned investment company that invests in public and private securities, real estate and operating companies, in 1985, and became President in 2002. Before joining Henry Crown and Company, Mr. Crown was a Vice President of Salomon Brothers Inc. Capital Markets Service Group.

Mr. Crown has been a director of General Dynamics Corporation since 1987 and has served as its Lead Director since 2010. He has also been a director of JPMorgan Chase Bank, N.A., since 2010. Mr. Crown served as a director of Sara Lee Corporation from 1998 to 2012.

Mr. Crown’s position with Henry Crown and Company and his service on other public company boards have given him exposure to many issues encountered by our Board, including risk management, audit and financial reporting, investment management, capital markets activity and executive compensation.

Mr. Crown is a Trustee of the Aspen Institute, the Chicago Symphony Orchestra, the Museum of Science and Industry ~~the University of Chicago~~ and the University of ~~Chicago Medical Center.~~Chicago. He is also a member of the American Academy of Arts and Sciences.

Mr. Crown graduated from Hampshire College and received a law degree from Stanford University Law School.

James Dimon, 5960



		Director since 2004 and Chairman of the Board of Bank One Corporation from 2000 to 2004 Chairman and Chief Executive Officer of JPMorgan Chase & Co.



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Experience leading a global business in a regulated industry
	•	Extensive experience leading complex international financial services businesses
	•	Management development, compensation and succession planning experience

James Dimon became Chairman of the Board on December 31, 2006, and has been Chief Executive Officer and President since December 31, 2005. He was President and Chief Operating Officer following JPMorgan Chase’s merger with Bank One Corporation in July 2004. At Bank One he was Chairman and Chief Executive Officer from March 2000 to July 2004. Before joining Bank One, Mr. Dimon held a wide range of executive roles at Citigroup Inc., the Travelers Group, Commercial Credit Company and American Express Company.

Mr. Dimon is on the Board of Directors of Harvard Business School and Catalyst and is a member of The Business Council. He is also on the Board of Trustees of New York University School of Medicine. Mr. Dimon does not serve on the board of any publicly traded company other than JPMorgan Chase.

Mr. Dimon has many years of experience in the financial services industry, as well as international business expertise. As CEO, he is knowledgeable about all aspects of the Firm’s business activities. His work has given him substantial experience in dealing with government officials and agencies and insight into the regulatory process.

Mr. Dimon graduated from Tufts University and received an M.B.A. from Harvard Business School.



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Timothy P. Flynn, 5859



		Director since 2012 Public Responsibility Committee Directors’ Risk Policy Committee Retired Chairman and Chief Executive Officer of KPMG



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Experience in financial services, accounting, auditing and controls
	•	Leadership of a complex, global business
	•	Risk management and regulatory experience

Timothy P. Flynn was Chairman of KPMG International, a global professional services organization that provides audit, tax and advisory services, from 2007 until his retirement in October 2011. From 2005 until 2010, he served as Chairman and from 2005 to 2008 as Chief Executive Officer of KPMG LLP in the U.S., the largest individual member firm of KPMG International. Before serving as Chairman and CEO, Mr. Flynn was Vice Chairman, Audit and Risk Advisory Services, with operating responsibility for the Audit, Risk Advisory and Financial Advisory Services practices.

Through his leadership positions at KPMG, Mr. Flynn gained perspective on the evolving business and regulatory environment, experience with many of the issues facing complex, global companies, and expertise in financial services and risk management.

Mr. Flynn has been a director of Wal-Mart Stores, Inc. since 2012 and was a director of the Chubb Corporation from September 2013 until its acquisition in January 2016. He has been a director of the International Integrated Reporting Council since September ~~2013. He~~2015, and he previously served as a Trustee of the Financial Accounting Standards Board, a member of the World Economic Forum’s International Business Council, and a founding member of The Prince of Wales’ International Integrated Reporting Committee.

Mr. Flynn graduated from The University of St. Thomas, St. Paul, Minnesota and is a member of ~~their~~the school’s Board of Trustees.

Laban P. Jackson, Jr., 7273



		Director since 2004 and Director of Bank One Corporation from 1993 to 2004 Audit Committee (Chair) Chairman and Chief Executive Officer of Clear Creek Properties, Inc.



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Experience in financial controls and reporting and risk management
	•	Extensive regulatory background
	•	Management development, compensation and succession planning experience

Laban P. Jackson, Jr. has been Chairman and Chief Executive Officer of Clear Creek Properties, Inc., a real estate development company, since 1989. He has been a director of J.P. Morgan Securities plc and of JPMorgan Chase Bank, N.A. since 2010.

Mr. Jackson has dealt with a wide range of issues that are important to the Firm’s business, including audit and financial reporting, risk management, and executive compensation and succession planning. Mr. Jackson generally meets at least annually with the Firm’s principal regulators in the major jurisdictions in which we operate.

Mr. Jackson’s service on the board of the Federal Reserve Bank of Cleveland and on other public and private company boards has given him experience in financial services, audit, government relations and regulatory issues.

Mr. Jackson served as a director of The Home Depot from 2004 to 2008 and a director of the Federal Reserve Bank of Cleveland from 1987 to 1992. He is a member of the Audit Committee Leadership Network, a group of audit committee chairs from some of North America’s leading companies that is committed to improving the performance of audit committees and strengthening trust in the financial markets. He is also an emeritus Trustee of the Markey Cancer Foundation.

~~Mr.~~ Jackson is a graduate of the United States Military Academy.



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Michael A. Neal, 6263



		Director since 2014 Directors’ Risk Policy Committee Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Extensive background in financial services
	•	Leadership of large, complex, international businesses in a regulated industry
	•	Risk management and operations experience

Michael A. Neal was Vice Chairman of General Electric Company, a global industrial and financial services company, until his retirement in December 2013 and was Chairman and Chief Executive Officer of GE Capital from 2007 until June 2013. During his career at General Electric, Mr. Neal held several senior operating positions, including President and Chief Operating Officer of GE Capital and Chief Executive Officer of GE Commercial Finance prior to being appointed Chairman and Chief Executive Officer of GE Capital.

Mr. Neal has extensive experience managing large, complex businesses in regulated industries around the world. During his career with General Electric and GE Capital, Mr. Neal oversaw the provision of financial services and products to consumers and businesses of all sizes in North America, South America, Europe, Australia and Asia. His professional experience has provided him with insight and expertise in risk management, strategic planning and operations, finance and financial reporting, government and regulatory relations, and management development and succession planning.

Mr. Neal ~~graduated from the Georgia Institute~~is a founder of ~~Technology. He~~and advisor to Acasta Enterprises Inc., a special purpose acquisition company. Mr. Neal serves on the advisory boards of Georgia Tech’s Sam Nunn School of International Affairs and the Carey Business School at Johns Hopkins, where ~~Mr. Neal~~he is also the executive in residence and senior advisor to the Dean. Mr. Neal is also a trustee of Georgia Tech’s GT Foundation.

Mr. Neal graduated from the Georgia Institute of Technology.

Lee R. Raymond, 7677 (Lead Independent Director)



		Director since 2001 and Director of J.P. Morgan & Co. Incorporated from 1987 to 2000 Compensation & Management Development Committee (Chair) Corporate Governance & Nominating Committee Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Extensive background in public company governance and international business
	•	Leadership in regulated industries and regulatory issues
	•	Management development, compensation and succession planning experience

Lee R. Raymond was Chairman of the Board and Chief Executive Officer of ExxonMobil, the world’s largest publicly traded international oil and gas company, from 1999 until he retired in December 2005. He was Chairman of the Board and Chief Executive Officer of Exxon Corporation from 1993 until its merger with Mobil Oil Corporation in 1999 and was a director of Exxon and Exxon Mobil Corporation from 1984 to 2005. Mr. Raymond began his career in 1963 at Exxon.

During his tenure at ExxonMobil and its predecessors, Mr. Raymond gained experience in all aspects of business management, including audit and financial reporting, risk management, executive compensation, marketing, and operating in a regulated industry. He also has extensive international business experience.

Mr. Raymond is a member of the Council on Foreign Relations, an emeritus Trustee of the Mayo Clinic, a member of the National Academy of Engineering and a member and past Chairman of the National Petroleum Council.

Mr. Raymond graduated from the University of Wisconsin and received a Ph.D. in Chemical Engineering from the University of Minnesota.



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William C. Weldon, 6667



		Director since 2005 Compensation & Management Development Committee Corporate Governance & Nominating Committee (Chair) Retired Chairman and Chief Executive Officer of Johnson & Johnson



DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Extensive background in public company governance and international business
	•	Leadership of complex, global organization in a regulated industry
	•	Management development, compensation and succession planning experience

William C. Weldon was Chairman and Chief Executive Officer of Johnson & Johnson, a global healthcare products company, from 2002 until his retirement as Chief Executive Officer in April 2012 and as Chairman in December 2012. He served as Vice Chairman from 2001 and Worldwide Chairman, Pharmaceuticals Group from 1998 until 2001.

At Johnson & Johnson, Mr. Weldon held a succession of executive positions that gave him expertise in consumer sales and marketing, international business operations, financial reporting and regulatory matters.

Mr. Weldon has been a director of CVS Health Corporation since ~~March 2013, of The Chubb Corporation since April~~ 2013 and of Exxon Mobil Corporation since ~~May~~ 2013. Mr. Weldon has been a director and Chairman of the Board of JPMorgan Chase Bank, N.A. since July 2013. He was a director of Johnson & Johnson from 2002 until December ~~2012.~~2012, and was a director of The Chubb Corporation from April 2013 until its acquisition in January 2016.

Mr. Weldon is a member of various nonprofit organizations.

Mr. Weldon graduated from Quinnipiac University and is a member of the school’s Board of Trustees.



16 •JPMORGAN CHASE & CO. • ~~2015~~2016 PROXY STATEMENT• 19

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Corporate governance

~~We have robust policies and procedures for the direction and management of our Firm.~~ Our commitment to good corporate governance is integral to our business. Our key governance practices are described below.

PRINCIPLES

In performing its role, our Board of Directors is guided by our Corporate Governance Principles, which establish a framework for the governance of the Board and the management of our Firm. The principles ~~were adopted~~are approved by the Board and reflect ~~regulatory requirements~~appropriate and broadly recognized governance practices and regulatory requirements, including the New York Stock Exchange (“NYSE”) corporate governance listing standards. They are reviewed periodically and updated as appropriate. The full text ~~can be found~~of the Corporate Governance Principles is posted on our website at jpmorganchase.com, under the heading Governance, which is under the About Us ~~tab (http://www.jpmorganchase.com/corporate/About-JPMC/corporate-governance-principles.htm~~).tab.

BOARD STRUCTURE AND RESPONSIBILITIES

The Board of Directors is responsible for the oversight of management on behalf of our Firm’s shareholders. The Board and its committees meet ~~periodically~~ throughout the year toto: (i) review and, where appropriate, approve strategy, business and financial planning and performance, risk, control and ~~control~~financial reporting and audit matters, compensation and management development, corporate culture and public responsibility matters; and (ii) provide oversight and guidance to, and ~~oversight~~regularly assess the performance of, ~~and otherwise assess and advise,~~ the Chief Executive Officer (“CEO”) and other senior executives.

The Board’s leadership structure, described below, is designed to promote Board effectiveness and to ensure that authority and responsibility are effectively allocated between the Board and management. The Board considers its leadership structure frequently as part of its succession planning process for senior ~~management.~~management and the Board. The Board formally reviews its leadership structure not less than annually as part of its ~~self-evaluation~~self-assessment process.

The Board believes it is important to retain flexibility to determine the best leadership structure for any particular set of circumstances and personnel. These decisions should not be mechanical; they should be

contextual and based on the particular composition of the Board, the ~~particular~~individual serving as CEO and the needs and opportunities of the Firm as they change over time.

Factors the Board may consider as part of its review of its leadership structure include:

A review of the respective responsibilities for the positions of Chairman, Lead Independent Director and CEO

Evaluation of the policies and practices in place to provide independent Board oversight of management (including Board oversight of CEO performance and compensation; regularly held executive sessions of the independent directors; Board input into agendas and meeting materials; and Board ~~self-evaluation)~~self-assessment)

The people currently in ~~the~~ leadership roles

The Firm’s circumstances at the time, including performance

The potential impact of particular leadership structures on the Firm’s performance

The Firm’s ability to attract and retain qualified individuals for ~~the~~Firm and Board leadership positions

The views of our shareholders

~~Practices at other companies~~

Legislative and regulatory developments regarding board leadership structures

Trends in corporate governance, including practices at other companies, and academic studies on board leadership structures and the impact of leadership structures on shareholder value

Such other factors as the Board may determine

~~The~~We continue to address shareholder views about Board also believes that the Firm should engage in a dialogue with shareholders and other interested parties about the Chairman and CEO roles at public companies. As part of this effort, in 2014 we hosted a panel discussion with participants representing a variety of views, including shareholders, governance specialists, academics and representatives from peer companies. Many expressed the opinion that there is no “one size fits all” solution and that boards’ fiduciary responsibility is best met by retaining the flexibility to choose the most effective leadership structure ~~for a particular set of facts.~~in our shareholder outreach program and regularly share the information gathered through this program with the Board.



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~~Table of Contents~~

Our Board, early in ~~2015,~~2016, reviewed its leadership structure, taking into consideration the factors outlined above and feedback from ~~this public forum,~~shareholders, and determined that, at the present time, combining the roles of Chairman and CEO, together with a strong Lead Independent Director ~~provides~~role, continues to provide the appropriate leadership for and oversight of the Firm and facilitates effective functioning of both the Board



20 • JPMORGAN CHASE & CO. • 2016 PROXY STATEMENT

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and management. The Board has separated the positions in the past and may do so again in the future if it believes that doing so would then be in the best interest of the Firm.

Notwithstanding the strong oversight roles of the Lead Independent Director and committee chairs described below, all directors share equally in their responsibilities as members of the Board.

Independent oversight — All of our directors are independent, with the exception of our Chairman and CEO, James Dimon. The independent directors meet in executive session with no management present at each regularly scheduled in-person Board meeting, where they discuss any matter they deem appropriate.

Chairman of the Board — Our Chairman is appointed annually by all the directors. The Chairman’s responsibilities include:


—	~~presiding at~~calling Board and shareholder meetings


—	~~calling~~presiding at Board and shareholder meetings


—	preparing meeting schedules, agendas and materials, subject to the approval of the Lead Independent Director

Lead Independent Director — The Lead Independent Director is appointed annually by the independent directors. The role includes the authority and responsibility to:


—	call a Board meeting (as well as a meeting of the independent directors of the Board) at any time


—	preside over Board meetings when the Chairman is absent or his participation raises a possible conflict


—	approve Board meeting agendas and add agenda items


—	preside over executive sessions of independent directors, which take place at every regularly scheduled in-person Board meeting


—	meet one-on-one with the CEO ~~after each~~at every regularly scheduled in-person Board meeting


—	guide the annual performance evaluation of the Chairman and CEO


—	guide independent director consideration of CEO compensation


—	guide full Board consideration of CEO succession issues


—	guide the annual self-assessment of the full Board


—	facilitate communication between management and the independent directors


—	be available for consultation and communication with ~~major~~ shareholders and other constituencies where appropriate

Committee chairs — The Board has ~~created~~ a strong committee structure designed ~~to ensure~~for effective and efficient board operations. All committee chairs are independent and are appointed annually by the Board. See page 2023 of this proxy statement for further information about our committees. Committee chairs are responsible for:


—	calling meetings of their committees


—	presiding at meetings of their committees


—	approving agendas, including adding agenda items, and materials for their committee meetings


—	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 matters



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CORPORATE GOVERNANCE STRUCTURE

The Board believes the strong Board committee structure, as shown in the chart below, enhances the Board’s oversight of the Firm’s management. The Operating Committee and other management bodies support and escalate matters to the Board and its committees.



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COMMITTEES OF THE BOARD

Our Board has five principal standing committees:

Audit Committee, Compensation & Management Development Committee, Corporate Governance & Nominating Committee, Public Responsibility Committee and Directors’ Risk Policy Committee. Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed.

The charter of each committee ~~can be found~~is posted on our website at jpmorganchase.com, under the heading Governance, which is under the About Us tab. Each charter is reviewed at least annually as part of the Board’s, and each respective committee’s, self-assessment process. During 2015, amendments to committee charters included:

In March 2015, adding responsibility to approve the appointment, evaluation, compensation and succession planning for the Firm’s General Auditor to the Audit Committee and for the Firm’s Chief Risk Officer to the Directors’ Risk Policy Committee

In October 2015, adding primary responsibility for Board oversight of the Firm’s culture and conduct programs to the Compensation & Management Development Committee charter

The Board has determined that each of our committee members is independent in accordance with NYSE corporate governance listing standards. The Board has also determined that each member of the Audit Committee (James A. Bell, Crandall C. Bowles and Laban P. Jackson, Jr.) is an audit committee financial expert in accordance with the definition established by the U.S. Securities and Exchange Commission (“SEC”).

Mr. Bell is also a member of the audit committee of the board of each of the three other public companies for which he serves as a director. In accordance with the NYSE corporate governance listing standards and the Firm’s Corporate Governance Principles, Mr. Bell sought the approval of the Firm’s Board for his service on these four audit committees at one time. The Board (with Mr. Bell abstaining), taking into consideration Mr. Bell’s qualifications, including his prior service as Chief Financial Officer (“CFO”) of The Boeing Company and the fact that he is an Audit Committee financial expert (as such term is defined by the SEC), together with the totality of his professional commitments and his record

of attendance at meetings of JPMorgan Chase’s Board and the committees on which he serves, approved Mr. Bell’s service on these four audit committees, subject to annual review to the extent he continues to serve on more than three audit committees.

Our Board’s Corporate Governance Principles provide that Board members have complete access to management, and that the Board and its committees have the authority and the resources to seek legal or other expert advice from sources independent of management. The committees report their activities to, and discuss their recommendations with, the full Board.

The following highlights some of the key responsibilities of each standing committee. For additional information on the role of certain of the standing committees in connection with risk management oversight see page 26 of this proxy statement.

Audit Committee

~~Provides~~Assists the Board in its oversight of:

The independent registered public accounting firm’s qualifications and independence

The performance of the internal audit function and the independent registered accounting firm

Management’s responsibilities toto: (i) assure that there is in place an effective system of controls to safeguard the Firm’s assets and income; (ii) assure the integrity of the Firm’s financial statements; and (iii) maintain compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations

Compensation & Management Development Committee (“CMDC”)

~~Reviews and approves the Firm’s compensation and benefit programs~~

~~Ensures the competitiveness of the Firm’s compensation programs~~

~~Provides oversight of the Firm’s compensation principles and practices and review of the relationship among risk, risk management and compensation in light of the Firm’s objectives~~

~~Advises~~Assists the Board ~~on the development~~in its oversight of:

Development and succession planning for key executives

Compensation principles and practices, including:


◦	Review and approval of the Firm’s compensation and benefit programs


◦	The competitiveness of these programs


◦	The relationship among risk, risk management and compensation in light of the Firm’s objectives, including its safety and soundness and the avoidance of practices that would encourage excessive or unnecessary risk-taking


◦	The Firm’s culture and conduct program



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Corporate Governance & Nominating Committee

~~Exercises general~~Assists the Board in its oversight ~~for~~of the governance of the Board, ~~including by:~~including:

Reviewing and recommending proposed nominations for election to the Board

Evaluating the Board’s Corporate Governance Principles and recommending ~~any~~ changes

Approving the framework for Board ~~assessment and self-evaluation~~self-assessment

Public Responsibility Committee

~~Provides~~Assists the Board in its oversight of the Firm’s positions and practices regarding public responsibility matters ~~such as community investment, fair lending, sustainability, consumer practices~~ and other public policy issues that reflect the Firm’s values and character and impact the Firm’s reputation, ~~among all of its stakeholders.~~including:

Community investment

Fair lending

Sustainability

Consumer practices

Directors’ Risk Policy Committee (“DRPC”)

~~Provides~~Assists the Board in its oversight of management’s responsibilities to assess and manage:

The Firm’s credit risk, market risk, ~~liquidity risk, model risk,~~ structural interest rate risk, principal risk, liquidity risk, country risk and ~~country~~model risk

The governance frameworks or policies for operational risk, compliance risk including fiduciary risk, and reputational ~~risks and the approval of new products and services~~risk

Capital and liquidity planning and analysis

and ~~approves~~approve the Firm’s Risk Appetite Policy and other policies it designates as Primary Risk ~~Policies.~~Policies



20 • ~~JPMORGAN CHASE & CO.~~ • ~~2015 PROXY STATEMENT~~

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The Board has two additional standing committees and may establish additional such committees as needed:

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 ~~consists of the Chairman/CEO and the chairs of the Board’s five principal standing committees. It~~ may exercise all the powers of the Board that lawfully may be delegated, but with the

expectation that it would not take material actions absent special circumstances.

Specific Purpose Committees

The Board establishes committees as appropriate to address specific issues (“Specific Purpose Committees”). The Board currently has ~~five~~four such committees to provide required oversight in connection with certain regulatory orders (“Consent Orders”) issued by the Board of Governors of the Federal Reserve System (“Federal Reserve”) and the Office of the Comptroller of the ~~Currency:~~Currency (“OCC”):

BSA/AML (Bank Secrecy Act/Anti-Money Laundering) Compliance Committee

FX (Foreign Exchange)/Markets Orders Compliance Committee

~~Mortgage Compliance Committee~~

Sworn Documents Compliance Committee

Trading Compliance Committee

Each Specific Purpose Committee formed to provide Consent Order ~~committee comprises~~oversight is comprised of two to four independent directors. They meet to provide oversight for specific aspects of our control agenda and to monitor progress under action plans developed by management to address the issues identified under the applicable Consent Order.

Additional Specific Purpose Committees may be established from time to time to address other ~~issues, including~~issues. The Omnibus Demand Committee is a Specific Purpose Committee established to review of shareholder demands made in connection with pending or potential shareholder derivative litigation. ~~The Board currently has one Specific Purpose Committee established to review such shareholder demands, the Omnibus Demand Committee.~~

In addition to the Consent Order committees and the Omnibus Demand Committee, in 2012 the Board established a Review Committee (“Review Committee”) in connection with losses incurred in the Chief Investment Office (“CIO”). Additional information and analysis of the 2012 CIO losses can be found in our Report of the Review Committee of the Board of Directors of JPMorgan Chase & Co., dated January 15, 2013, which is publicly available on our website at jpmorganchase.com, under the heading Downloads in the Investor Tools section, which is under the Investor Relations tab.

As the Firm achieves its objectives in a specific area, we expect the relevant Specific Purpose Committee will meet less frequently and eventually their work will be concluded, at which time, subject to regulatory consent where applicable, the committee will be disbanded.

In January 2016, the OCC terminated its mortgage-related Consent Order and as a result, the Mortgage Compliance Committee work, including oversight required for the related Federal Reserve Consent Order, has been transitioned to the Audit Committee.



24 •JPMORGAN CHASE & CO. • ~~2015~~2016 PROXY STATEMENT• 21

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BOARD COMMITTEE MEMBERSHIP

AND ~~2014~~2015 MEETINGS

The following table summarizes the membership of the Board’s principal standing committees and Specific Purpose Committees in ~~2014,~~2015, and the number of

meetings that were held during ~~2014.~~2015. In ~~2014,~~2015, the Board met 1011 times. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served.

All ~~2014~~2015 nominees were present at the annual meeting of shareholders held on May ~~20, 2014.~~

The Audit Committee and the Risk Policy Committee hold joint meetings on matters of mutual interest. The Compensation & Management Development Committee meets at least annually with the Firm’s Chief Risk Officer and the Risk Policy Committee or its chairman to review the Firm’s compensation practices. This review includes the interrelation of the Firm’s risk management objectives and compensation practices, with a focus on avoidance of practices that would encourage excessive risk-taking.19, 2015.

Board Committee Membership and 2014 Meetings

Board committee membership and 2015 meetings

Director

Audit

Compensation &

Management

Development

Corporate

Governance &

Nominating

Public

Responsibility

Risk Policy

Specific Purpose Committees ¹

Audit

Compensation &

Management

Development

Corporate

Governance &

Nominating

Public

Responsibility

Directors’ Risk Policy

Specific Purpose Committees ¹

Linda B. Bammann

Member

D,F

Member

D,E

James A. Bell

Member

Crandall C. Bowles

Member

Chair

Member

Chair

Stephen B. Burke

Member

James S. Crown

Chair

James Dimon

Timothy P. Flynn

Member

Laban P. Jackson, Jr.

Chair

A,B,C,D,E,G

Chair

A,B,C,D,F

Michael A. Neal

Member

Lee R. Raymond ²

Chair

Member

B,D,E,G

Chair

Member

B,D,F

William C. Weldon

Member

Chair

B,E,F,G

Member

Chair

B,E,F

Number of meetings

in 2014

Number of meetings

in 2015


¹	The Board’s separately established Specific Purpose Committees in 2015 were:

A - BSA/AML(Bank Secrecy Act/Anti-Money Laundering) Compliance Committee

B - FX (Foreign Exchange)/Markets Orders Compliance Committee

C - Mortgage Compliance Committee (the committee transitioned oversight to the Audit Committee as of January 2016)

D - Omnibus Demand Committee

E - ~~Review Committee in connection with the CIO~~

~~F -~~ Sworn Documents Compliance Committee

GF - Trading Compliance Committee


²	Lead Independent Director



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~~BOARD EVALUATION~~BOARD’S ROLE IN RISK MANAGEMENT OVERSIGHT

Risk is an inherent part of JPMorgan Chase’s business

activities. When the Firm extends a consumer or wholesale loan, advises customers 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 businesses, and the associated risks, in a manner that balances serving the interests of our clients, customers and investors and protects the safety and soundness of the Firm.

The Board of Directors provides oversight of risk principally through the Directors’ Risk Policy Committee, Audit Committee and, with respect to compensation and other management-related matters, Compensation & Management Development Committee. Each committee of the Board oversees reputation risk issues within its scope of responsibility.

Directors’ Risk Policy Committee

The DRPC oversees the Firm’s global risk management framework and approves the primary risk-management policies of the Firm. The DRPC’s responsibilities include oversight of management’s exercise of its responsibility to assess and manage risks of the Firm, as well as its capital and liquidity planning and analysis. Breaches in risk appetite tolerances, liquidity issues that may have a material adverse impact on the Firm and other significant risk-related matters are escalated to the DRPC.

Audit Committee

The Audit Committee assists the Board in its oversight of management’s responsibilities to assure that there is an effective system of controls reasonably designed to safeguard the assets and income of the Firm, assure the integrity of the Firm’s financial statements and maintain compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations. In addition, the Audit Committee assists the Board in its oversight of the Firm’s independent registered public accounting firm’s qualifications and independence. The independent Internal Audit function at the Firm is headed by the General Auditor, who reports to the Audit Committee.

Compensation & Management Development Committee

The CMDC assists the Board in its oversight of the Firm’s compensation programs and reviews and approves the Firm’s overall compensation philosophy, incentive compensation pools, and compensation practices consistent with key business objectives and safety and soundness. The CMDC reviews Operating Committee members’ performance against their goals, and approves their compensation awards. The CMDC also periodically reviews the Firm’s diversity programs and management development and succession planning, and provides oversight of the Firm’s culture and conduct programs.

BOARD ASSESSMENT

The Board conducts an annual self-assessment aimed at enhancing its effectiveness. Through regular ~~and rigorous evaluation~~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 ~~evaluation~~assessment is led by the independent directors and guided by the Lead Independent Director. Each director is expected to participate and provide feedback on a range of issues, ~~including~~including: the Board’s overall effectiveness; Board composition; the Lead Independent Director’s performance; committee structure; the flow of information received from Board committees and management; the nature and scope of agenda items; and shareholder communication.

In 2015, the Board’s self-assessment also considered actions taken to fulfill responsibilities under the OCC’s “Heightened Standards” for large national banks, including: the requirement that the board of directors require management to establish and implement an effective risk governance framework; provide active oversight of the banking subsidiaries’ risk-taking activities; exercise independent judgement; and provide ongoing training to directors.

Each of the principal standing committees also conducts ~~its own~~an annual self-assessment. These ~~evaluations~~assessments are led by the respective committee chairs and generally include, among other topics, a review of the committee charter, the agenda for the coming year and the flow of information received from management.



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The Governance Committee periodically appraises the framework for the Board ~~evaluation process~~and committee self-assessment processes and the allocation of responsibility among committees.

BOARD COMMUNICATION

The Board plays a key role in communicating our Firm’s strategy and commitment to doing business in accordance with our corporate standards. The Board, as a group or a subset of one or more of its members, meets throughout the year with the Firm’s senior executives, shareholders, regulators and organizations interested in our strategy, performance or business practices.

Shareholder ~~outreach and input~~engagement

Engagement and transparency with our shareholders help the Firm gain useful feedback on a wide variety of topics, including corporate governance, compensation practices, shareholder communication, Board composition, shareholder proposals, business performance and the operation of the Firm. This information is shared regularly with the Firm’s management and the Board and is considered in the processes that set the governance practices and strategic direction for the Firm. We also focus on shareholder feedback to better tailor the public information we provide to address the interests and inquiries of our ~~shareholders.~~shareholders and other interested parties.

The Firm interacts and communicates with shareholders ~~through~~in a number of forums, including quarterly earnings presentations, SEC filings, the Annual Report and proxy statement, the annual meeting, the annual Investor Day presentation, investor conferences and web communications. ~~Management~~We also ~~conducts~~conduct a formal shareholder outreach program twice a year. This program covers a wide array of topics with a broad group of ~~shareholders. Fall discussions are focused on corporate governance~~shareholders and ~~spring discussions are focused on issues related to the proxy statement. After each of these outreach programs, investor~~shareholder feedback is regularly provided to the Board and the Firm’s management. Discussions during the lead up to our annual meeting in the Spring are usually focused on specific issues related to the proxy statement while discussions at other times of the year are typically focused on corporate governance and other topics of interest to our shareholders. This engagement process, including the feedback gained from it, was a significant factor in the Board’s adoption of several new compensation and governance measures since the

2015 annual meeting. These new measures included a clawback disclosure policy, a Performance Share Unit plan for members of the Operating Committee and a proxy access By-law, each of which is described in more detail elsewhere in this proxy statement.

In 2013, the Firm expanded its outreach program to discuss a wider range of issues with a broader group of shareholders. Recognizing the mutual benefits from this increased interaction, we continued this expanded program throughout 2014. Management's recent2015, management outreach efforts ~~consisted of~~included the following:

Hosted ~~approximately~~more than 90 shareholder outreach ~~meetings and calls in 2014, an increase of more than 50% from 2012~~

~~Met with~~discussions, covering shareholders representing in the aggregate ~~approximately~~over 40% of our outstanding common stock ~~during the fall of~~- similar to our 2014 ~~compared with approximately 20% in the fall of 2012~~outreach program. Topics included:


◦	company strategy and performance


◦	management and Board compensation


◦	Board structure and composition


◦	Corporate Governance Principles and By-laws, including proxy access


◦	succession planning


◦	disclosures - proxy format and content, including clawback disclosure

Members of senior management participated in more than 50 investor meetings and presented at 1413 investor conferences in ~~2014, doubling participation compared with 2012~~

~~Held six~~2015. Members of senior management also held 10 investor trips ~~in 2014, including~~during 2015 throughout the U.S., as well as international trips to Asia ~~Europe~~ and ~~Latin America,~~Europe, during which ~~members of senior management~~they met in person with shareholders and other interested ~~parties~~parties.

In addition, ~~in 2014~~ the Board has endorsed the Shareholder-Director Exchange (SDX) Protocol as a guide for effective, mutually beneficial engagement between shareholders and directors. During ~~2014,~~2015, members of the Board met with shareholders to discuss a variety of topics, including the Firm’s strategy, performance, governance and ~~performance.~~compensation practices.



JPMORGAN CHASE & CO. • 2016 PROXY STATEMENT • 27

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Relationship with regulators

We are committed to transparency and responsiveness in our extensive interactions with our regulators. That means ~~consistently~~ providing them with complete, accurate and timely information and maintaining an open, ongoing dialogue. Our senior leaders, — including our Board, ~~— committed a significantly increased amount of their~~continued to commit significant time to meet with our regulators in ~~2013 and 2014.~~2015. Such frequent interaction helps us



~~JPMORGAN CHASE & CO.~~ • ~~2015 PROXY STATEMENT~~ • 23

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hear firsthand ~~what~~from regulators ~~are focused on~~ and gives us a forum for keeping them well-informed on ~~what is happening in~~ our businesses.

Our primary U.S. regulators meet with various Board committees ~~regularly receive Board meeting materials~~ and ~~minutes, and meet with~~ individual Board members to discuss regulators’ expectations on effective Board oversight. ~~During 2013-2014,~~In 2015, certain of our independent Board members met with several of our ~~primary~~ U.S. regulators, including: the Board of Governors of the Federal Reserve System ~~(the “Federal~~(“Federal Reserve”),; the Office of the Comptroller of the Currency (“OCC”) ~~and~~; the Federal Deposit Insurance Corporation (“FDIC”), as well as the ~~SEC~~U.S. Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”) and the Consumer Financial Protection Bureau (“CFPB”). Certain of our independent Board members also met with international regulators, ~~including~~including: the Prudential Regulation Authority (“PRA”) and the Financial Conduct Authority (“FCA”) in the United Kingdom; the ~~Federal Financial Supervisory Authority in Germany; the~~ Hong Kong Monetary Authority (“HKMA”); the China Banking Regulatory Commission ~~in Beijing;~~(“CBRC”); the Japan Financial Services Agency (“FSA”); and the Monetary Authority of Singapore (“MAS”).; as well as with various additional regulators in these countries and others.

~~Communicating~~Communication of our corporate standards

The Board has been engaged with management on the importance of strong corporate standards and the need to reinforce the Firm’s commitment to doing ~~things~~business the right way and to ~~establishing~~establish a clear and common vocabulary for communicating this commitment.

Our directors frequently engage ~~frequently~~ on the topic of culture and conduct in Board and Board committee meetings, including in the Specific Purpose Committees, in their oversight of progress addressing regulatory order issues. ~~Engagement work~~Recognizing the increasing importance of these issues, in 2015, the Compensation & Management Development Committee charter was amended to provide that the committee has primary responsibility for Board oversight of the Firm’s Culture and Conduct programs. Board level engagement on culture and conduct also includes the Audit Committee’s oversight

of the Code of Conduct program and the ~~Compensation & Management Development Committee’s~~CMDC’s review and approval of the Firm’s compensation and performance management ~~process and the Governance Committee’s oversight of preparation of “How We Do Business — The Report.”~~ processes.

Directors also highlight the importance of our corporate standards through participation in less formal settings, such as town hall and other meetings held by our lines of business and other functions for employees and/or leadership teams, annual meetings with the Firm’s senior leaders, and regularly scheduled informal sessions with members of the Firm’s Operating Committee and other senior leaders. For more information on the Firm’s corporate standards see “Our business principles” on page 32 of this proxy statement.

Shareholders and interested parties who wish to contact our Board of Directors, any Board member,

including the Lead Independent Director, any committee chair, or the independent directors as a group, may mail their correspondence to: JPMorgan Chase & Co., Attention (name of Board member(s)), Office of the Secretary, ~~JPMorgan Chase & Co.,~~

270 Park Avenue, New York, NY 10017, or

e-mail the Office of the Secretary at corporate.secretary@jpmchase.com.

DIRECTOR INDEPENDENCE

The Board’s commitment to independence begins with the individual directors. All of our non-management Board members are independent under the standards established by the NYSE and the Firm’s independence standards. Directors are determined to be independent if they have no disqualifying relationship, as defined by the NYSE, and if the Board has affirmatively determined they have no material relationship with JPMorgan Chase, directly or as a partner, shareholder or officer of an organization that has a relationship with JPMorgan Chase.

In determining the independence of each director, the Board uses the following criteria:

The Corporate Governance Principles adopted by the Board and published on our website at jpmorganchase.com, under the heading Governance, which is under the About Us tab

The NYSE corporate governance listing standards

The Board has reviewed the relationships between the Firm and each director and determined that in accordance with the NYSE’s and the Firm’s



28 • JPMORGAN CHASE & CO. • 2016 PROXY STATEMENT

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independence standards, each non-management director (Linda B. Bammann, James A. Bell, Crandall C. Bowles, Stephen B. Burke, James S. Crown, Timothy P. Flynn, Laban P. Jackson, Jr., Michael A. Neal, Lee R. Raymond and William C. Weldon) has only immaterial relationships with JPMorgan Chase. Accordingly, all directors other than Mr. Dimon are independent.

Because of the nature and broad scope of the services provided by the Firm, there may be ordinary course of business transactions between the Firm and any independent director, his or her immediate family members or principal business affiliations. These may include, among other things, extensions of credit and 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 any nonprofit



24 • ~~JPMORGAN CHASE & CO.~~ • ~~2015 PROXY STATEMENT~~

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organization of which a director is employed as an officer.

In making its determinations regarding director independence, the Board considered:

Consumer credit: extensions of credit provided to directors Bell and Jackson; and credit cards issued to directors Bammann, Bell, Bowles, Crown, Flynn, Jackson, Neal, Raymond, and Weldon, and their immediate family members

Wholesale credit: extensions of credit and other financial and financial advisory services provided to NBCUniversal, LLC and Comcast Corporation and their subsidiaries, ~~where~~for which Mr. Burke is Chief Executive Officer and a senior executive, respectively; and Henry Crown and Company, ~~where~~for which Mr. Crown is President, and other Crown family-owned entities

Goods and services: ~~leases of~~ commercial office space leased by the Firm from subsidiaries of companies in which Mr. Crown and members of his immediate family have indirect ownership interests; and national media placements with NBCUniversal and Comcast outlets

The Board reviewed these relationships in light of its independence standards and determined that none of them creates a material relationship between the Firm and the applicable director or would impair the independence or judgment of the applicable director.

DIRECTOR COMPENSATION

The Governance Committee is responsible for reviewing director compensation and making recommendations to the Board. In making its recommendation, the Governance Committee annually reviews the Board’s responsibilities and also the compensation practices of the firms in the peer groups used by the CMDC for benchmarking as part of assessing compensation practices and pay levels for Operating Committee members. For more information on these peer groups see “Evaluating market practices” on page 46 of this proxy statement. In addition, the Board believes it is desirable that a significant portion of director compensation be linked to the Firm’s common stock. In 2015, the Board determined that no changes should be made to director compensation.

Annual compensation

For ~~2014,~~2015, each non-management director received an annual cash retainer of $75,000 and an annual grant, made when annual employee incentive compensation was paid, of deferred stock units valued at $225,000, on the date of grant. Additional cash compensation was paid for certain committees and other services as described on page 30 of this proxy statement.

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 termination of service, 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.



JPMORGAN CHASE & CO. • 2016 PROXY STATEMENT • 29

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The following table summarizes the current annual compensation for non-management directors.



Compensation	Amount ($)
Board retainer	$	75,000
Lead Independent Director retainer	30,000
Audit and Risk Committee chair retainer	25,000
All other committees chair retainer	15,000
Audit and Risk Committee member retainer	15,000
Deferred stock unit grant	225,000

Compensation Amount ($)
Board retainer $ 75,000
Lead Independent Director retainer 30,000
Audit and Risk Committee chair retainer 25,000
All other committees chair retainer 15,000
Audit and Risk Committee member retainer 15,000
Deferred stock unit grant 225,000

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 ~~“2014~~“2015 Director compensation table” ~~on page 26~~below.

2015 Director compensation table

The following table shows the compensation for each non-management director in 2015.



Director	Fees earned or paid in cash ($)¹			2015 Stock award ($)²			Other fees earned or paid in cash ($)³			Total ($)
Linda B. Bammann		$	90,000		$	225,000		$	30,000		$	345,000
James A. Bell		90,000			225,000			25,000			340,000
Crandall C. Bowles		105,000			225,000			30,000			360,000
Stephen B. Burke		75,000			225,000			—			300,000
James S. Crown		115,000			225,000			42,500			382,500
Timothy P. Flynn		90,000			225,000			30,000			345,000
Laban P. Jackson, Jr.		115,000			225,000			222,500			562,500
Michael A. Neal		90,000			225,000			—			315,000
Lee R. Raymond		120,000			225,000			37,500			382,500
William C. Weldon		90,000			225,000			105,000			420,000


¹	Includes fees earned, whether paid in cash or deferred, for service on the Board of JPMorgan Chase. For additional information on each Director’s service on the Board and committees of JPMorgan Chase, see “Committees of the board” at page 23 of this proxy statement.

On January 20, 2015, each director received an annual stock award in an amount of deferred stock units equal to $225,000, based on a grant date fair market value of $55.9066. The aggregate number of option awards and stock awards outstanding at December 31, 2015, for each current director is included in the “Security ownership of directors and executive officers” table on page 75 of this proxy statement under the columns “Options/SARs exercisable within 60 days” and “Additional underlying stock units,” respectively. All such awards are vested.

Includes fees paid to non-management directors who serve on the Board of Directors of JPMorgan Chase Bank, N.A., (“Bank”) a wholly-owned subsidiary of JPMorgan Chase, or are members of one or more Specific Purpose Committees. Messrs. Crown, Jackson and Weldon, as directors of the Bank, received fees of $15,000, and as Chairman of the Board of the Bank, Mr. Weldon received an additional fee of $25,000. A fee of $2,500 is paid for each Specific Purpose Committee meeting attended (with the exception of the Omnibus Demand Committee). Also includes for Mr. Jackson $110,000 in compensation during 2015 in consideration of his service as a director of J.P. Morgan Securities plc, one of the Firm’s principal operating subsidiaries in the United Kingdom and a subsidiary of the Bank.



30 • JPMORGAN CHASE & CO. • 2016 PROXY STATEMENT

Table of ~~this proxy statement.~~Contents

Stock ownership: no hedging, no pledging

As stated in the Corporate Governance Principles and further described in “No Hedging/Pledging” on page 5764 of this proxy statement, each director agrees to retain all shares of the Firm’s common stock he or she purchased on the open market or received pursuant to their service as a Board member for as long as they serve on our Board.

Shares held personally by a director may not be held in margin accounts or otherwise pledged as collateral, nor may the economic risk of such shares be hedged.

As detailed at page 6675 of this proxy statement under “Security ownership of directors and executive officers,” Mr. Crown has the ownership of certain shares attributed to him that arise from the business of Henry Crown and Company, an investment company where Mr. Crown serves as President, and trusts of which Mr. Crown serves as trustee (the “Attributed Shares”). Mr. Crown disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest. The Attributed Shares are distinct from shares Mr. Crown or his spouse own individually, or shares held in trusts for the benefit of his children (the “Crown Personally Held Shares”). The Firm has reviewed the potential pledging of the Attributed Shares with Mr. Crown, recognizes Mr. Crown’s distinct obligations with respect to Henry Crown and Company and the trusts, and believes such shares may be prudently pledged or



~~JPMORGAN CHASE & CO.~~ • ~~2015 PROXY STATEMENT~~ • 25

~~Table of Contents~~

held in margin loan accounts. ~~None of the~~ Crown Personally Held Shares are ~~pledged or~~not and may not be held in margin ~~accounts.~~accounts or otherwise pledged as collateral, nor may the economic risk of such shares be pledged.

Deferred compensation

Each year non-management directors may elect to defer all or part of their cash compensation. A director’s right to receive future payments under any deferred compensation arrangement is an unsecured claim against JPMorgan Chase’s general assets. Cash amounts may be deferred into various investment equivalents, including deferred stock units. Upon retirement, compensation deferred into stock units will be distributed in stock; all other deferred cash

compensation will be distributed in cash. Deferred compensation will be distributed in either a lump sum or in annual installments for up to 15 years as elected by the director commencing in January of the year following the director’s retirement from the Board.

Reimbursements and insurance

The Firm reimburses directors for their expenses in connection with their Board service or pays such expenses directly. The Firm also pays the premiums on directors’ and officers’ liability insurance policies and on travel accident insurance policies covering directors as well as employees of the Firm.

~~2014 Director compensation table~~

~~The following table shows the compensation for each non-management director in 2014.~~

Director
Fees earned or
paid in cash ($) ¹

Other fees earned or
paid in cash ($) ²

2014 Stock
award ($) ³
Total ($)
Linda B. Bammann $ 90,000
$ 30,000
$ 225,000
$ 345,000
James A. Bell 90,000
25,000
225,000
340,000
Crandall C. Bowles 105,000
30,000
225,000
360,000
Stephen B. Burke 75,000
—
225,000
300,000
James S. Crown 115,000
47,500
225,000
387,500
Timothy P. Flynn 90,000
30,000
225,000
345,000
Laban P. Jackson, Jr. 115,000
222,500
225,000
562,500
Michael A. Neal 90,000
—
225,000
315,000
Lee R. Raymond ⁴
120,000
30,000
225,000
375,000
William C. Weldon 90,000
102,500
225,000
417,500


¹	~~Includes fees earned, whether paid in cash or deferred, for service on the Board of JPMorgan Chase.~~

Includes fees paid to non-management directors who serve on the Board of Directors of JPMorgan Chase Bank, N.A., (“Bank”) a wholly-owned subsidiary of JPMorgan Chase, or are members of one or more Specific Purpose Committees. Messrs. Crown, Jackson and Weldon, as directors of the Bank, received fees of $15,000, and as Chairman of the Board of the Bank, Mr. Weldon received an additional fee of $25,000. A fee of $2,500 is paid for each Specific Purpose Committee meeting attended (with the exception of the Omnibus Demand Committee and the Review Committee in connection with the CIO) and Ms. Bammann attended 12 meetings; Mr. Bell attended 10 meetings; Ms. Bowles attended 12 meetings; Mr. Crown attended 13 meetings; Mr. Flynn attended 12 meetings; Mr. Jackson attended 39 meetings; Mr. Raymond attended 12 meetings; and Mr. Weldon attended 25 meetings. Also includes for Mr. Jackson $110,000 in compensation during 2014 in consideration of his service as a director of J.P. Morgan Securities plc, one of the Firm’s principal operating subsidiaries in the United Kingdom and a subsidiary of the Bank.

On January 22, 2014, each director received an annual stock award in an amount of deferred stock units equal to $225,000, based on a grant date fair market value of $57.875. The aggregate number of option awards and stock awards outstanding at December 31, 2014, for each current director is included in the “Security ownership of directors and executive officers” table on page 66 of this proxy statement under the columns “Options/SARs exercisable within 60 days” and “Additional underlying stock units,” respectively. All such awards are vested.


^4.	~~As Lead Independent Director, Mr. Raymond received an additional retainer fee of $30,000.~~



26 • ~~JPMORGAN CHASE & CO.~~ • ~~2015 PROXY STATEMENT~~

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~~Board’s role in risk management oversight~~

Risk is an inherent part of the Firm’s business activities. When the Firm extends a consumer or wholesale loan, advises customers on their investment decisions, makes markets in securities or conducts any number of other services or activities, the Firm takes on some degree of risk. The Firm’s overall objective in managing risk is to protect the safety and soundness of the Firm, avoid excessive risk taking, and manage and balance risk in a manner that serves the interests of our clients, customers and shareholders.

The Board of Directors provides oversight of risk principally through the Board of Directors’ Risk Policy Committee, Audit Committee and, with respect to compensation, Compensation & Management Development Committee. Each committee of the Board oversees reputation risk issues within its scope of responsibility.

~~Directors’ Risk Policy Committee (“DRPC”)~~

The DRPC approves and periodically reviews the primary risk management policies of the Firm’s global operations and oversees the operation of the Firm’s global risk management framework. The committee’s responsibilities include oversight of management’s exercise of its responsibility to assess and manage: (i) credit risk, market risk, liquidity risk, model risk, structural interest rate risk, principal risk, and country risk; (ii) the governance frameworks or policies for operational, fiduciary, reputational risks and the process for approving new products and services; and (iii) capital and liquidity planning and analysis.

The DRPC reviews the firmwide value-at-risk and market stress tolerances, as well as any other parameter tolerances established by management in accordance with the Firm’s Risk Appetite Policy. It reviews reports of significant issues identified by risk management officers, including reports describing the Firm’s credit risk profile, and information about concentrations and country risks.

The Firm’s Chief Risk Officer (“CRO”), line of business (“LOB”) CROs and LOB CEOs, heads of risk for Country Risk, Market Risk, Structural Interest Rate Risk, Liquidity Risk, Principal Risk, Wholesale Credit Risk, Consumer Credit Risk, Model Risk, Risk Management Policy, Reputation Risk Governance, Fiduciary Risk Governance, and Operational Risk Governance (all

referred to as Firmwide Risk Executives) meet with and provide updates to the DRPC. Additionally, breaches in risk appetite tolerances, liquidity issues that may have a material adverse impact on the Firm and other significant matters as determined by the CRO or firmwide functions with risk responsibility are escalated to the DRPC.

~~Audit Committee~~

~~The Audit Committee~~has primary responsibility for assisting the Board in its oversight of the system of controls designed to reasonably assure the quality and integrity of the Firm’s financial statements and that are relied upon to provide reasonable assurance of the Firm’s management of operational risk. The Audit Committee also assists the Board in its oversight of legal and compliance risk.

Internal Audit, an independent function within the Firm that provides independent and objective assessments of the control environment, reports directly to the Audit Committee and administratively to the CEO. Internal Audit conducts independent reviews to evaluate the Firm’s internal control structure and compliance with applicable regulatory requirements and is responsible for providing the Audit Committee, senior management and regulators with an independent assessment of the Firm’s ability to manage and control risk.

~~Compensation & Management Development Committee(“CMDC”)~~

The CMDC assists the Board in its oversight of the Firm’s compensation programs and reviews and approves the Firm’s overall compensation philosophy and practices. The CMDC reviews the Firm’s compensation practices as they relate to risk and risk management in light of the Firm’s objectives, including its safety and soundness, and the avoidance of practices that encourage excessive risk taking.

The CMDC reviews and approves the terms of compensation award programs, including recovery provisions, vesting periods and restrictive covenants, taking into account regulatory requirements. The CMDC also reviews and approves the Firm’s overall incentive compensation pools and reviews those of each of the Firm’s lines of business and the Corporate segment.

~~The CMDC reviews the goals relevant to compensation for the Firm’s Operating Committee, reviews Operating Committee members’ performance against such goals~~



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~~and approves their compensation awards. The CMDC recommends to the full Board’s independent directors, for ratification, the CEO’s compensation.~~

In addition, the CMDC periodically reviews the Firm’s management development and succession planning, as well as the Firm’s diversity programs. For additional information, please see “Succession planning” on page 36 of this proxy statement.

Our business principles

~~Effective~~As a Firm we have worked to strengthen our corporate culture, including by rededicating ourselves to the Firm’s mission and business principles. We aligned our efforts under the “How We Do Business” framework and launched a global Culture and Conduct program focused on maintaining a strong corporate culture that instills and enhances a sense of personal accountability. As part of our efforts to continue to embed culture into our business-as-usual operating environment, the Firm has named senior executives to serve as the Executive Sponsors of the Culture and Conduct program on behalf of the Operating Committee. This executive sponsorship will help the program remain a business-driven key priority for every line of business and function. The Culture and Conduct program is further enhanced by operational oversight from our Human Resources department.

It is important that corporate standards ~~must~~ be clearly articulated so that they may be fully understood by every person at the Firm. ~~Our~~To that end, in addition to the Culture and Conduct program work, our Firm’s standards are documented in our Business Principles, Code of Conduct (“Code”) and Code of Ethics for Finance ~~Professionals.~~Professionals, each of which is described in detail below.

Business Principles

We ~~recently re-articulated our~~have a clearly articulated set of 20 core business principles, representing four central corporate tenets: exceptional client service; operational excellence; a commitment to integrity, fairness and responsibility; and a great team and winning culture. The full set of Business Principles is included in our report “How We doDo Business — The ~~Report”,~~Report,” which ~~can be found~~is posted on our website at jpmorganchase.com under the Investor Relations tab. These principles provide the road map for how all employees at JPMorgan Chase are expected to behave in their ~~work.~~work and will continue to guide the Firm as we move forward.

Code of Conduct

The Code is our core conduct policy document and is designed to provide the direction for essential elements of the Business Principles road map. All new hires must complete Code training shortly after their start ~~date.~~date with the Firm. All employees are required to complete additional Code training and provide a new affirmation of their compliance with the Code annually. ~~Code specialists are assigned to every one of our lines of business, corporate functions and regions to assist employees with any question on the Code or related policies.~~

Employees can report any known or suspected violations of the Code via the Code Reporting Hotline by phone, web, ~~email,~~e-mail, mail or fax. The ~~hotline~~Hotline is anonymous, except in certain non-US jurisdictions where laws prohibit anonymous reporting, and is available 24/7 globally, with translation services. It is maintained by an outside service provider to enhance employee confidentiality.

~~In support of the Code, we~~We maintain country-specific whistleblower policies as appropriate, as well as firmwide human resources policies affording protection for the good faith reporting of concerns raised by employees. We also provide ~~training~~guidelines to employees in our Human Resources, Global Investigations and Legal departments regarding the review and treatment of employee-initiated complaints, including the proper escalation of suspected or known violations of the Code, other Firm policy or the law.

Suspected violations of the Code, Firm policy or the law are investigated by the Firm and may result in an employee being cleared of the suspected violation or an escalating range of actions depending upon the facts and circumstances. These actions range from a warning to a variety of measures pursued by our human resources professionals including the reduction of compensation and/or clawbacks and ultimately separation of employment. TheA Chief Compliance Officer and a Human Resources executive annually ~~reports~~report to the Audit Committee on the Code of Conduct program and ~~reviews~~review the record of compliance.

Code of Ethics for Finance Professionals

~~We also have a~~The Code of Ethics for Finance Professionals ~~that~~ applies to the CEO, CFO, Controller and all other professionals of the Firm worldwide serving in a finance, accounting, ~~corporate~~line of business treasury, tax or investor relations role. The purpose of our Code of Ethics is to promote honest and ethical conduct and compliance with the law in connection with the maintenance of the Firm’s financial books and records and the preparation of our financial statements. ~~Employees to whom the Code of Ethics applies must affirm their compliance with the Code of Ethics for Finance Professionals annually when they affirm compliance with the Code of Conduct.~~

~~SIGNIFICANT PROGRESS IN STRENGTHENING CONTROLS AND FURTHER REINFORCING OUR CULTURE~~

continued to reinforce our Business Principles in order to support a culture that instills a sense of personal accountability through broad, deep integration of common standards across businesses and geographies. Taken together, these efforts represent our commitment to the Firm’s culture and reflect the long-term approach we are taking to enhance it.

~~During the past several years,~~Actions taken in 2015 included rolling out a global, firmwide Culture and Conduct Program, which leverages what we ~~have faced~~learned from a series of legal and regulatory issues, some of which arose from firms we acquired during the financial crisis, others concerned industry-wide practices, and some involved mistakes of our own. The first step in moving forward is acknowledging our mistakes, which we have done, and then pursuing a course of action designed to mitigate and prevent similar mistakes from occurringpilot program undertaken in the ~~future.~~EMEA region and the Corporate & Investment Bank. We ~~believe~~obtained feedback from thousands of employees via focus groups, surveys and polls, identified key themes and established actions, where appropriate. In addition, Conduct Risk Assessments were performed by each line of business and function, also with appropriate action items identified.

We established explicit Board oversight of the Culture and Conduct program through the Compensation & Management Development Committee and rolled out a comprehensive suite of management training programs that ~~a strong~~embed culture and ~~sustainable control environment is integral to achieve this end,~~conduct throughout the Firm. So that the Culture and ~~this~~Conduct program remains a ~~top priority.~~key business-driven priority for every line of business and function, the Firm has named senior executives to serve as the Executive Sponsors of the Culture and Conduct program on behalf of the Operating Committee. The program will be further enhanced by operational oversight from our Human Resources department.

Mr. Dimon continues to lead the way in this initiative by addressing and committing the effort and resources necessary to address our legal, regulatory and control issues. Enhancements to our risk and control practices include:

~~Strengthening our corporate culture,~~ including improving our employees’ understanding of and adherence to our corporate standards and enhancing our corporate structure so that our Firm’s leadership is better positioned to uphold, exemplify and enforce those standards across the Firm. In addition, we have focused our attention on embedding our standards ~~into~~throughout the employee life cycle, starting with the recruiting and ~~hiring~~onboarding process and extending to training, ~~compensating,~~compensation, promoting and disciplining employees.

~~Investing in our control agenda~~ to provide the necessary infrastructure and support while reaffirming the roles of the lines of business as our first line of defense. We have hired thousands of people, invested approximately $1.7 billion in 2014 on technology focused on our regulatory, control, and control related agenda across the Firm and implemented training and education programs that have touched every single one of our roughly 240,000 people working in more than 60 countries and 2,100 U.S. cities.

Working hard to strengthen our relationship with regulators by expanding the engagement of our senior leaders, and improving our extensive interactions through enhanced transparency and responsiveness. ~~As a global financial institution, we have the opportunity and obligation to contribute to~~

a well functioning global financial system, deliver a fair return to shareholders, and make a positive contribution to the people and institutions that are affected by our business. Making these contributions requires deep and sustained engagement with many parties, particularly our regulators.

3. ENHANCING THE CUSTOMER EXPERIENCE TO DELIVER SUSTAINED PERFORMANCE

Our performance reflects our commitment to invest in our businesses and further strengthen the market leadership of our franchises. We ~~firmly~~ believe that our future success rests on our ability to continually improve upon our clients’ and customers’ experience. The following are examples of ~~recent~~ actions taken by our ~~lines of business~~LOBs during 2015 to enhance our clients’ and customers’ experience:

~~Consumer & Community Banking~~ — We sought advice from front line employees — altogether, employee feedback has generated more than 1,100 improvements to customer service over the last two years alone. In addition, we have evolved to serve our customers’ changing needs, including redesigning our branches and how we staff them, upgrading our online and mobile services, and utilizing the latest technology such as ApplePay.

•

Consumer & Community Banking (“CCB”) — We enhanced our customers’ digital experience by redesigning the Chase online home page to deliver a more personalized and user-friendly experience. We also added new functionality to our award-winning mobile app with Touch ID for the iPhone. We’ve invested to provide simple, secure and personalized experiences for our customers through our Chase mobile app, Chase Quick Pay^SMand our announcement of Chase Pay.

Corporate & Investment Bank (“CIB”) — We ~~have reorganized~~made major investments in electronic trading technology, particularly within the ~~way~~fixed income business; a good example is our ~~teams work together~~enhancements to ~~foster greater continuity~~our FX trading capabilities on J.P. Morgan Markets, including mobile execution launched for FX spot and ~~accountability —~~algorithmic execution tools. We also engaged with emerging financial technology companies to design and test next-generation products. In addition, we are building out our Treasury Services and Paymentech products to offer our clients the ability to engage in foreign exchange transactions from sales to onboarding, to client service, to operations and technology. Reducing silos, increasing accountability and improving information flow across teams are resulting in more positive client interactions.any branch, through any channel, at any time through our ACCESS platform.

Commercial Banking (“CB”) —We developed ~~an online dashboard~~specialized industry group teams in our Commercial and Industrial client segment that have deep expertise in particular industries, including healthcare, life sciences, media and entertainment, energy, agribusiness and food, apparel and footwear, and technology. We are seeing early success with this segmented approach – in 2015, approximately 50% of our new Middle Market clients ~~can access to monitor system performance. We also track employee interactions with clients to see that we are treating clients the right way and to identify potential areas for improvement.~~were in one of our specialized industry groups.

Asset Management (“AM”) — We ~~recognize that effective money~~improved our client experience across several dimensions. In Global Wealth Management we developed a proprietary, goals-based investing tool and implemented more efficient client onboarding processes to reduce account opening time. In Global Investment Management we continued to deliver innovative products with 40 fund launches, and we published our “Guide to the Markets” in 12 languages and 25 countries to share our thought leadership globally. Digital wealth management, ~~requires not only delivering strong investment performance, but a focus on client education, as well as specialized expertise~~process reengineering, product innovation and ~~solutions~~intellectual capital helped us to continue to improve our service to institutional and individual clients in over 130 countries around the ~~areas that are most important to our clients. In addition, given our business, we act as a fiduciary in a number of ways, including as a~~world.



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trustee for individuals and families, as a discretionary investment advisor for individuals, and as a trustee of commingled funds. We have recently strengthened our commitment to these responsibilities by adding staff members in several key areas and increasing our checks and balances.

4. INVESTMENT IN OUR PEOPLE

Our employees’ effectiveness, career development, and ability to adapt to a changing landscape are critical for us to continue to deliver sustained shareholder value. In addition, maintaining our corporate standards and strong financial performance for the long term requires a pipeline of high-caliber talent. We ~~also~~ believe ~~that~~ the most effective workforce is a diverse workforce, and as such, we maintain firmwide inclusion and diversity initiatives to attract and retain the highest quality talent.

Employee development

~~When~~From the moment employees join the Firm ~~it’s~~and throughout their careers, it is our responsibility to provide opportunities to help them build their knowledge, skills and experience. We spend ~~an estimated~~approximately $300 million per year on ~~training programs at all levels.~~learning programs. Programs range from entry-level ~~training~~ to ~~leadership and~~experienced skills to management, with courses ~~and are~~ tailored ~~when necessary~~ to individual functions, lines of business or geographic regions.

~~Management~~Leadership development

Throughout the organization, we work to develop a steady pipeline of ~~qualified~~strong leaders through ~~expansive training~~on the job experiences, learning and development programs and mobility opportunities.

In 2015, we enhanced the Firm’s learning and development initiatives by launching JPMorgan Chase’s Leadership Edge — a firmwide suite of ~~managers~~leadership and management learning programs rooted in the Firm’s Business Principles (see page 32 of this proxy statement). Leadership Edge is designed to ~~prepare them for greater responsibility. We have multiple~~help develop outstanding leaders at all levels of management across each line of business, function and region and strengthen our leadership culture.

Leadership Edge delivers training ~~designed~~ to ~~further develop leadership skills~~managers and ~~prepare managers for career progression, with a description of some of these programs below.~~

~~CEO Bootcamp —~~ ~~our highest level program targeted for our most senior executive~~ leaders ~~focused on both internal and external challenges that face a senior executive running a business or function.~~

~~Leaders Morgan Chase~~ — a leadership program that is designed to develop a greater appreciation for the breadth of the Firm and taking a firmwide perspective in decision making while focusing on individual leadership styles.

~~Leading Across the Franchise~~ ~~— a senior leadership program that is targeted at the next level of senior managers, also focusing on firmwide decision making and individual leadership styles.~~

~~Management training for all levels of managers throughout the Firm —~~ ~~a global effort currently underway to develop and deliver a firmwide approach to training~~ at key transition points – from joining the Firm as a new-hire manager or becoming a first-time manager of others to managing large global teams. Internal certified faculty and senior line leaders deliver the programs to managers from across businesses, functions and regions.

This year, we opened our flagship facility dedicated to management and leadership learning – the Pierpont Leadership Center, in ~~a manager’s career path.~~New York City. This dedicated facility provides an opportunity for our faculty and senior leaders to engage with managers at all levels

and reinforce the importance of our leadership attributes.

JPMorgan Chase’s Leadership Edge is comprised of 9 core programs:

Succession planning

Succession planning is a top priority for the Board and the Firm’s senior leadership, with the objective of ~~ensuring we have~~having a ~~steady~~ pipeline of leaders for ~~both~~ the immediate and long ~~term.~~term future. To achieve this objective, the Board and management take a ~~very~~ proactive approach. ~~Our Compensation & Management Development Committee (“CMDC”) frequently discusses succession planning for the CEO and entire Operating Committee.~~

Our full Board discusses succession planning for the CEO, with our Lead Independent Director guiding the process. Succession planning is discussed frequently and is required to be discussed at least annually by the independent directors with the CEO. The CMDC reviews the succession plan for the CEO ~~in preparation for~~followed by Board discussion led by the Lead Independent Director. The CMDC also reviews the succession plan for members of the Operating Committee other than the ~~CEO. The~~CEO, which is then discussed by the Board ~~has succession plans in place~~of Directors. These processes enable the Board to address both short-term unexpected events, as well as long-term, planned occurrences, such as retirement or change in roles.



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Similar processes, led by the ~~applicable~~relevant management team, occur within each of the Firm’s lines of business and functions.

Diversity

Diversity and inclusion are ~~cornerstones of~~important to the Firm. We are committed to a culture of openness and meritocracy, and believe in giving all individuals an opportunity to succeed while bringing their whole selves to work. Our diverse employee base and inclusive environment are strengths that lead to the best solutions for our customers and for every community that we serve. Our diversity and inclusion strategy has three pillars – Workforce, Workplace and Marketplace – with ~~Management Accountability as the foundation and element most~~management accountability being critical to our ability to



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hire, train and retain great and diverse employees whose unique perspectives help us realize our business objectives.

Managers at all levels in the organization play a critical role in the hiring, development, promotion and retention of talent at JPMorgan Chase. Launched in 2014, the Blueprint for Diversity & Inclusion is designed to help managers of teams of all sizes understand why diversity and inclusion is a critical business priority at the Firm. Another way that we support diversity and inclusion is through our Business Resource Groups (“BRGs”), which engage employees with common interests and encourage them to use their unique perspectives to advance the Firm’s priorities in the global marketplace. One in every five of our employees is a BRG member. We sponsor and recognize our BRGs for their continuing support of our business goals, diversity strategy, and people and talent objectives.

We continue to invest significant time and effort ~~towards~~toward our diversity and inclusion strategy, including expanding our diversity scholarship program, increasing marketing and events on college and university campuses, and leveraging and executing best practices more consistently firmwide. Our Business Resource Groups (“BRGs”) also encourage employees to use their unique perspectives to advance the Firm’s priorities in the global marketplace. One in every four employees is a BRG member.

We also maintain diversity advisory councils that meet monthly to ~~ensure~~review the ~~Firm is making~~Firm’s progress ~~in meeting its~~toward our diversity objectives globally.

As part of our mission to hire top talent, we enhanced our firmwide campus recruiting process and improved the candidate experience by simplifying our offerings, providing efficient and cost effective online interview opportunities, and by arranging virtual events to reach broader users. We also refreshed our campus recruiting website to better communicate about opportunities offered by the Firm.

The Firm is committed to providing benefits programs and policies that support the needs of our employees and their families. Our incentives for wellness and healthy behaviors include free preventive screenings and 29 free onsite clinics. In 2015, we increased parental leave time in the U.S. from 12 weeks to 16 weeks for the primary caregiver, and from one week to two weeks for the non-primary caregiver (effective January 1, 2016). Our benefits spending, directed

more than proportionately to lower wage earners, includes higher insurance subsidies and greater retirement benefits, such as a competitive 401(k) dollar for dollar match on 5% of pay, as well as a special award to lower paid employees which we increased in 2015. We are also one of less than 20% of Fortune 500 companies that continue to offer a well-funded defined benefit pension plan to employees.

As a founding member of the Veteran Jobs Mission, a coalition of approximately 220 employers that have collectively hired over 314,000 veterans and whose ultimate goal is to hire 1 million veterans, the Firm has hired more than 10,000 veterans since 2011, with 48% of our 2015 veteran hires coming from diverse backgrounds. Additionally, we committed $14 million through 2020 to the Institute for Veterans and Military Families at Syracuse University; donated 113 mortgage free homes, valued at more than $20 million, to veterans and their families; and laid plans to support veteran-owned small businesses in 2016. We take pride in the recognition we are receiving in the marketplace – World’s Most Admired Companies by Fortune magazine, America’s Ideal Employers by Universum, Best for Vets by Military Times, Best Employer for Healthy Lifestyles by the National Business Group on Health, Best Companies for Multicultural Women by Working Mother Magazine, and we are proud to have received a 100% rating on the Corporate Equality Index (14 consecutive years) and a 100% rating on the Disability Equality Index.

Accessibility

As part of our ongoing commitment to be an employer of choice, in 2015, we laid the foundation for the Office of Accessibility Affairs to increase the Firm’s focus on matters related to accessibility, including the Americans with Disability Act (“ADA”). The Office of Accessibility Affairs will be responsible for partnering with senior management to identify opportunities to develop and drive engagement, policy and strategy for accessibility matters across the Firm, including collaboration with various departments such as Regulatory Capital Management, Risk Management, Technology, Real Estate and Human Resources.



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PAY-FOR-PERFORMANCE PRACTICES
•~~Independent oversight by~~Proactive and balanced approach to assessing performance against priorities enables the CMDC and ~~Board; governed by sound, consistent philosophy and guiding principles~~Board to make informed decisions • ~~Rigorous and holistic assessments~~Assessments of performance, over a multi-year period, ~~covering Firm, LOB, and individual~~against four broad performance ~~while utilizing an integrated risk framework~~categories that drive sustained shareholder value • ~~Comprehensive~~Adoption of PSU Program introduces a formulaic component in Operating Committee members’ compensation (i.e., number of PSUs earned at vest is based on formula), while maintaining risk and ~~thoughtful examination of external market practices, value of position to Firm over time, regulatory requirements considerations and shareholder expectations~~control features

PAY-FOR-PERFORMANCE FRAMEWORK

The CMDC reviews and approves the Firm’s compensation philosophy, which guides how the Firm’s compensation plans and programs are designed for ~~both~~ the Operating Committee, ~~(“OC”),~~ as well as all other employees at the Firm. ~~The Operating Committee is the senior leadership team of the Firm and its members report directly to our CEO.~~

The CMDC uses a disciplined pay-for-performance framework to make executive compensation decisions commensurate with the Firm, line of business (“LOB”), function, and individual performance, while considering other relevant factors, including market practices. ~~A description of how the CMDC assesses OC members’ performance, and the factors it considers in setting pay levels, is provided below.~~

PERFORMANCE ASSESSMENT ~~OF PERFORMANCE~~FACTORS

~~The~~In determining Operating Committee members’ compensation, the CMDC uses a balanced approach ~~in assessing OC members’~~to assess performance against four broad ~~performance~~ categories:


1.	Business and financial results


2.	Risk and control ~~outcomes~~objectives


3.	~~Client~~Customer and ~~customer~~client goals


4.	People management and leadership objectives

These ~~four~~ performance categories appropriately consider short-, medium- and long-term goals that drive sustained shareholder value, while accounting for risk and control ~~outcomes.~~objectives.

To promote a proper pay-for-performance alignment, the CMDC relies on its business judgment to determine appropriate compensation and does not assign relative weightings to these categories.In addition, feedback from the Firm’s risk and control professionals is considered in assessing Operating Committee members’ performance. The performance of ~~our Named Executive Officers (“NEOs”)~~Operating Committee members against these categories is discussed in detail ~~in Section 3, “How did we pay our CEO and other NEOs?”~~ on ~~page 41~~pages 52-56 of this proxy statement.

PERFORMANCE ~~AGAINST EMERGING ISSUES~~ASSESSMENT PROCESS

We believe our balanced approach in assessing Firm, LOB, function, and individual performance enables the CMDC and the Board to make informed compensation decisions regarding our Operating Committee members.

Our comprehensive performance review process includes the following key features:

The Board regularly reviews Firm and LOB budgets and business plans

The CEO and other Operating Committee members establish individual performance priorities, which are reviewed with the CMDC

Throughout the year, the Board and CMDC ~~also assesses OC~~review Firm, LOB, function, and individual performance

All LOBs and regions conduct quarterly control forums to discuss any identified risks that may materially impact the Operating Committee members’ performance ~~against emerging challenges that may develop unexpectedly~~reviews and related compensation

Feedback from the Firm’s risk and control professionals

In parallel with the performance review process, the CMDC engages in ~~a given period.~~regular discussions with the CEO and the Director of Human Resources on Operating Committee members’ performance throughout the year. The CMDC believes that this proactive process (vs. determining pay levels during a ~~hallmark~~single year-end process) results in pay decisions that are more commensurate with performance.



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~~INTEGRATING RISK WITH THE COMPENSATION FRAMEWORK~~EVALUATING MARKET PRACTICES

~~To encourage~~In order to effectively attract, properly motivate and retain our senior executives, the CMDC regularly reviews market data relating to both pay levels and pay practices.

Given the diversity of the Firm’s businesses, the CMDC developed a ~~culture~~set of ~~risk awareness~~peers that includes both Financial Services companies and ~~personal accountability we approach our incentive compensation arrangements through an integrated risk, finance, compensation and performance management framework.~~General Industry companies. The ~~Firm conducts quarterly control forums to discuss material risk and control issues~~Financial Services peers are comprised of large financial services companies with which ~~may potentially result in a compensation pool or individual impact. Control forums are conducted at~~ the Firm ~~regional,~~directly competes, for both talent and ~~line~~business. The General Industry peers are comprised of ~~business/corporate level. A detailed description~~large, global leaders across multiple industries. In evaluating market practices and pay levels for Operating Committee members, the CMDC uses market data from both peer groups, and considers the size of the firms and the nature of their businesses in using this data.

Specific factors considered in determining companies for inclusion in the Firm’s peer groups include:

Financial services industry

Significant global presence

Global iconic brand

Industry leader

Comparable size

Recruits top talent

The table below sets forth the composition of our ~~risk review process is provided in Section 5, “How do we address risk~~peer groups.

The CMDC also references other financial firms for comparison, including Barclays, BNY Mellon, BlackRock, Capital One Financial, Credit Suisse, Deutsche Bank, HSBC and ~~control?”~~UBS.

To illustrate the reasonableness of the CMDC’s peer selection, the following table provides a summary of the financial attributes of our Financial Services and General Industry peers, and our relative positioning based on ~~page 54~~these attributes.


¹	Source: Annual reports; revenue reflects reported basis


²	Market capitalization is based on stock price and shares outstanding as of fiscal year-end 2015



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DETERMINING PAY LEVELS

In determining total compensation levels for OCOperating Committee members, the CMDC considers the following factors ~~so that~~in an effort to make pay is commensurate with sustained performance, ~~attracts~~ and ~~retains~~to attract and retain top ~~talent and motivates outstanding sustained performance:~~talent:

Performance, including risk and control objectives, as ~~described~~detailed above

Value of the position to the organization and shareholders over time (i.e., “value of seat”)



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~~Setting~~Leadership, including setting an example for others by ~~doing “what’s right”~~acting with integrity and strengthening our culture

External talent market (i.e., market data)

Internal equity among OCOperating Committee members, as appropriate

While market data provides the CMDC with useful information regarding our competitors, the CMDC

does not target ~~any~~ specific positioning (e.g., 2550^th~~or 50~~^th ~~percentile, etc.)~~percentile), nor does it use a formulaic approach in determining competitive pay levels. Instead, the CMDC uses a range of data as a reference, which is considered in the context of each executive’s performance over a multi-year period, as well as the value the individual delivers to the Firm. In addition, since the Firm rotates some of its executive officers among the leadership positions of its businesses and key functions as part of development and succession planning, and considers each Operating Committee member to be a part of the Firm's leadership beyond his or her discreet line of business or function responsibilities, the CMDC also places importance on the internal pay relationships among members of the Operating Committee.

~~WHY WE DON’T USE A FORMULA~~

The CMDC regularly reviews the Firm’s pay programs in light of emerging practices, shareholder feedback, regulatory requirements, overall effectiveness and business strategy. In 2014, the CMDC assessed the benefits that might be derived from a more formulaic approach with defined performance metrics but, after careful consideration, determined that its balanced and disciplined approach continues to be in the best interests of the Firm and shareholders at this time.

Given the diverse nature of our Firm, our evaluation of the Firm does not lend itself to a simple formulation to determine a single “score” or outcome that is indicative of overall performance. The CMDC therefore utilizes a balanced and disciplined approach so that its performance assessment reflects Firm, line of business and individual performance over a multi-year period.

In addition, using a formula can lead to misalignment between pay and performance. For example, in 2012 the Firm achieved record financial performance despite the CIO trading losses. If the CMDC used a purely formulaic approach and did not have complete discretion to apply business judgment in deciding appropriate compensation, the actual pay levels for certain executives that year could have been significantly higher, resulting in an outcome that would not have aligned with shareholders’ interests.

~~CMDC AND BOARD REVIEW PROCESS~~DETERMINING PAY MIX

~~We believe our holistic and rigorous approach in assessing Firm, LOB and individual performance enables~~Once the CMDC determines Operating Committee members' total incentive compensation, the CMDC then establishes the appropriate mix between annual cash incentives and ~~Board~~long-term equity (including PSUs and RSUs). For Mr. Dimon, the CMDC deferred 80% of his incentive compensation in PSUs (with the remaining 20% in cash incentives) in order to ~~make informed decisions regarding~~more closely align his interest with those of shareholders. PSUs are 100% at risk, and will result in no payout unless a threshold performance level is achieved. For the remaining Operating Committee members, the CMDC deferred 60% of Operating Committee members' incentive compensation into long-term equity (30% in PSUs and ~~OC members’ individual contributions.~~

~~Our comprehensive performance review process includes the following key features:~~

~~Board extensively reviews Firm and LOB budgets and business plans~~

~~CEO establishes individual performance priorities for the OC members, which are reviewed~~30% in RSUs), with the ~~CMDC~~

~~Throughout the year, the Board and CMDC review Firm, LOB and individual performance~~

~~All LOBs and regions conduct quarterly control forums to discuss any identified risks that may materially impact the OC members’ performance reviews and related compensation~~

~~In parallel with the performance review process, the CMDC engages~~remaining 40% paid in ~~regular discussions with the CEO and the Director of Human Resources on OC members’ performance and potential through the year.~~cash incentives. The CMDC believes that this ~~proactive process (vs. determining pay levels during~~60% equity/ 40% cash mix encourages Operating Committee members to focus on the long-term success of the Firm while avoiding excessive risk-taking, and provides a ~~single year-end process) leads to pay decisions that are more commensurate with performance.~~competitive annual cash incentive opportunity.

~~EVALUATING MARKET PRACTICES~~FORMULA USED IN DETERMINING ULTIMATE NUMBER OF PERFORMANCE SHARE UNITS EARNED AT VESTING

In ~~order to effectively attract, motivate and retain our executives,~~January 2016, the CMDC ~~receives regularly updated market data for both pay levels and pay practices.~~

~~Given~~approved a new long-term incentive compensation program – Performance Share Units (“PSUs”), which introduces a formula-based component into the ~~diversity~~determination of the ~~Firm’s businesses~~level of compensation ultimately received by Operating Committee members. Specifically, while the ~~CMDC has developed both~~grant value of PSUs is based on our discretionary approach in assessing performance, the ultimate number of PSUs earned at vesting is based on a ~~Financial Services Peer Group (composed~~formula using absolute and relative ROTCE performance, with the value of ~~large financial services companies that~~ the ~~Firm competes with directly, for both business~~payout ranging from 0% to 150%. Awards are made only if the Board concludes they are appropriate based on all performance considerations, including risk and ~~talent)~~control. PSUs are also subject to risk and ~~a General Industry Peer Group (composed~~control features, including cancellation based on protection based vesting, as well as recovery pursuant to our clawback provision. Additional details on the PSUs are provided on page 49 of ~~large, global leaders across multiple industries). Specific factors considered in determining companies for inclusion in the Firm’s peer groups include:~~this proxy statement.

~~Financial services industry~~

~~Significant global presence~~

~~Global iconic brand~~

~~Industry leader~~



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~~Comparable size~~

~~Recruits top talent~~

~~In benchmarking NEO pay levels, the CMDC uses market data from both peer groups, and considers the size of the firms and the nature of their businesses in using this data.~~

As part of good governance practices, in 2014 the CMDC reviewed the current peers used to assess compensation practices and market pay levels for the Operating Committee. Although the CMDC prefers to keep the peer group substantially consistent from year to year, adjustments are occasionally warranted so that our peer group of companies remains aligned with the selection criteria.

~~The CMDC believes that our current Financial Services Peer Group includes those companies that best reflect our product/service mix, and reflect our main competitors for talent.~~

In an effort to have the General Industry Peer Group better reflect those companies with which we compete for talent and review from a best practices perspective, the CMDC made the following changes for 2014:

~~Removed: Altria, Cisco and HP~~

~~Added: AT&T, Coca-Cola, CVS and Verizon~~

~~The CMDC also references other financial firms for comparison, including Barclays, BNY Mellon, BlackRock, Capital One Financial, Credit Suisse, Deutsche Bank, HSBC and UBS.~~

~~The table below sets forth both our Financial Services and General Industry Peer Groups.~~

The tables below set forth a summary of the financial attributes of our Financial Services and General Industry Peer Groups, (e.g., revenue, net income, market capitalization, and number of employees), and our relative positioning based on these attributes.

~~2014 Peer Group Financials~~¹


¹	~~Source: Annual reports~~



40 • ~~JPMORGAN CHASE & CO.~~ • ~~2015 PROXY STATEMENT~~

~~Table of Contents~~



EXECUTIVE COMPENSATION ~~SUPPORTS STRATEGY~~DRIVES LONG-TERM SHAREHOLDER VALUE
• New for 2015: Introduced a PSU Program that provides incentive compensation for Operating Committee members to execute business strategies that drive shareholder value; no payout unless a threshold performance level is achieved • Mr. ~~Dimon~~Dimon’s 2015 compensation is aligned with his outstanding performance over a multi-year period • In 2015, NEOs continued to significantly enhance the value of our franchises, and the ~~other~~Firm as a whole

PAY ELEMENTS

The table below provides a summary for each element of compensation for the 2015 performance year.¹


¹	The CMDC views compensation awarded for 2015 differently from how compensation is reported in the Summary Compensation Table on page 66, which is required by the Securities and Exchange Commission (“SEC”). For more information on compensation awarded to our NEOs ~~delivered strong Firm~~in connection with 2015 see page 57.

Due to local U.K. regulations, Mr. Pinto received a fixed allowance payable in semi-annual installments, did not receive a cash bonus, and ~~individual performance in 2014 continuing their track record of successfully adapting~~his RSUs are subject to an ~~evolving landscape~~additional 6 month hold after vesting. U.K. regulators review compensation structure for Identified Staff annually and may impose or request future adjustments.

• ~~2014 NEO pay levels were determined based~~

Additional information on ~~2014 performance, historical performance~~recovery and ~~achievements that position our Firm for future success~~

• ~~Majority of compensation is performance based, and deferred into long-term equity, which is linked to stock price and subject to both holding requirements and extensive~~ clawback provisions ~~to align with shareholder interests~~is provided in the “How do we address risk & control” section, on page 61 of this proxy statement.



48 • JPMORGAN CHASE & CO. • 2016 PROXY STATEMENT

Table of Contents

~~MR. DIMON’S 2014~~NEW FOR 2015: PERFORMANCE SHARE UNIT PROGRAM

~~The decision by~~Taking into account shareholder feedback, the CMDC introduced PSUs as part of Operating Committee members’ annual compensation. The program provides additional motivation for OC members to execute business strategies that drive sustained shareholder value without encouraging excessive risk taking. It reinforces accountability by linking ultimate payout to pre-established absolute and the independent members of our Board to award Mr. Dimon total compensation consistent with the amount of his 2013 compensation reflects our disciplined pay-for-performance framework, which is the cornerstone of our executive compensation program.

~~In addressing Mr. Dimon’s performance, the CMDC and Board focused on the Firm’s strong results~~relative goals. PSU awards are 100% at risk; will result in 2014, continuing its track record of successfully adapting to an evolving and challenging landscape. The 2014 priorities the Board set out for Mr. Dimon centered on building exceptional client franchises, operating with fortress principles and maximizing long-term shareholder value. These support the Board’s expectations that going forwardno payout unless the Firm ~~will be able to produce ROTCE of approximately 15%,~~achieves a ~~Basel III Advanced Fully Phased-In common equity Tier 1 capital ratio of approximately 12%, and an overhead ratio of 55% +/- over the long-term.~~threshold performance level. Maximum payout is capped at 150%.

~~Mr. Dimon, through his leadership and individual performance, made significant progress in 2014 towards the above priorities by achieving the following:~~

~~Driving four leading client franchises that together produce significant value and additional revenue, earnings and expense benefits - each maintaining or improving market share~~



Plan Feature	Description
Vehicle	• Value of units moves with stock price during performance period; units are settled in shares at vesting
Time Horizon	• 3-year cliff vesting, plus an additional 2-year holding period (for a combined 5-year holding period)
Performance Measures	• After evaluation, the CMDC selected ROTCE¹, as it is a fundamental measure of financial performance that reflects the Firm’s profitability as well as its capital base, thereby incorporating both the income statement and the balance sheet. It measures how well management is using common shareholders’ equity to generate profit. It is a primary measure by which we manage our business and investors and analysts use it to assess our performance relative to competitors. • Payout under this 3-year plan will be calculated annually based on achievement against both absolute ROTCE and relative ROTCE, per the formulaic payout grid below. The CMDC believes having absolute and relative ROTCE helps ensure a fair and balanced outcome for both shareholders and participants.
Payout Grid	• In January 2016, the CMDC set maximum payout at an ROTCE level of 14% (or greater). The CMDC believes that achieving a 14% ROTCE in each year during the 3-year performance period has the potential to create significant shareholder value and should yield a payout at the top of the grid. • In making this determination, the CMDC thoroughly reviewed the Firm's expected range of net income and capital outcomes over the next 3 years, as well as the Firm’s historical performance.
PSU Performance Companies	• Bank of America, Barclays, Capital One Financial, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, UBS, and Wells Fargo • Criteria: close competitors with business activities that overlap with at least 30% of our revenue mix²
Narrow Adjustment Provision	• The CMDC may only make adjustments (up or down) for the specific purpose of maintaining the intended economics of the award in light of changed circumstances (e.g., change in accounting rules/policies or changes in capital structure). The award is also subject to risk and control features.


¹	ROTCE is calculated for each year in the Performance Period using unadjusted publicly reported data as set forth in published financial disclosures. For additional details, please refer to the Terms and Conditions in Exhibit 10.22, filed with the SEC on February 23, 2016.


²	Based on companies referenced on page 46 of this proxy statement.

~~Consistently investing and innovating to maintain exceptional client focus and an effective long-term strategy~~

Creating a strong foundation of capital, liquidity, balance sheet and risk discipline that helped facilitate the Firm’s business simplification and de-risking efforts and reinforce our commitment to controls and culture

~~Demonstrating the flexibility, strategic direction and foresight to deliver strong capital returns while adapting to regulatory change, including our capital and liquidity frameworks~~

~~Meeting or exceeding the Firm’s capital, liquidity and expense targets for the year~~

These accomplishments were significant, particularly in light of the revenue headwinds, the long-term low interest rate environment, mortgage business volatility, and the regulatory environment, including increased capital requirements. Notwithstanding these factors, the Firm delivered strong underlying financial performance marked by stable revenues of $94.2 billion, record net income and EPS, a 13% ROTCE, and increased Basel III Advanced Fully Phased-In common equity Tier 1 capital ratio of 10.2% (up 70 basis points year-over-year), while returning $10 billion net to shareholders.

Additional information relating to Mr. Dimon’s 2014 achievements are detailed on the following page, and have been organized under four major categories — business results, risk & control, customers & clients and people management & leadership that the Board uses to assess Operating Committee member performance.

The Board concluded that Mr. Dimon’s performance was a large contributing factor to the shareholder value that continues to be delivered and that the compensation determinations they made for 2014 are reasonable, principle-based, and consistent with the Firm’s compensation philosophy — including the alignment to performance (which is discussed in greater detail on pages 42-44 of this proxy statement).



JPMORGAN CHASE & CO. • ~~2015~~2016 PROXY STATEMENT • 4149

Table of Contents

MR. DIMON’S 2015 COMPENSATION REFLECTS EXCEPTIONAL MULTI-YEAR PERFORMANCE

The Board’s decision to award Mr. Dimon annual compensation of $27.0 million (vs. $20.0 million in 2014) reflects his exceptional performance over a sustained period of time, including outstanding performance in 2015. The Firm delivered record net income and record EPS, and generated ROTCE of 13% in 2015, all while exceeding capital and expense targets, adapting and streamlining the business, and further strengthening and optimizing our fortress balance sheet.

The Board recognized the Firm’s exceptional financial performance in the most recent 6 years since the financial crisis:

Strong annual ROTCE on increasing levels of capital (13% ROTCE or higher in 5 of the last 6 years);

Record Net Income(5 of the last 6 years);

Record EPS(4 of the last 6 years); and

Strong TBVPS growth rate of 10% (compounded annually over the last 6 years)

Concurrent with delivering outstanding financial results, Mr. Dimon has led a multi-year effort to fortify our controls, which includes addressing issues that resulted in supervisory and enforcement actions, as well as reinforcing our Firm’s culture by embedding our corporate standards throughout the employee life cycle. These enhancements have culminated in a more effective and efficient control environment.

Mr. Dimon has also facilitated the market leadership of our four franchises, through significant investments in product innovation and leading edge technologies, which has continuously enhanced our customers’ experiences. Furthermore, Mr. Dimon led a significant effort towards investing in our people, enhancing diversity programs, building a pipeline of leaders, and developing outstanding talent across the organization.

Finally, in assessing Mr. Dimon’s performance and determining his pay, the CMDC and independent members of our Board also considered CEO pay for our financial services peers over multiple years as a reference.

The exhibit to the right illustrates the reasonableness of Mr. Dimon’s compensation relative to these peers (based on three-year average total compensation), particularly in light of the Firm’s strong absolute and relative performance over multiple years.

Prior 3-Year Average CEO Total Compensation (2012–2014)¹

Total compensation is comprised of base salary, actual cash bonus paid in connection with the performance year, and long-term incentive compensation, including cash and equity-settled awards (the target value of long-term incentives awarded in connection with the performance year). The most recently used compensation data is 2014 since not all of our Financial Services peers will have filed their proxy statements before the preparation of our own proxy statement. Source: Proxy statements.



50 • JPMORGAN CHASE & CO. • 2016 PROXY STATEMENT

Table of Contents

CEO HISTORICAL PAY-FOR-PERFORMANCE

The following page illustrates the strong connection between Mr. Dimon’s pay and the Firm’s performance since the financial crisis (i.e., last eight years), and reinforces the effectiveness of the CMDC’s balanced approach.



STRONG RELATIVE PAY-FOR-PERFORMANCE ALIGNMENT

As a percentage of profits, Mr. Dimon is the lowest paid CEO amongst our financial services peers (as measured by total compensation as a percentage of net income from 2012 to 2014).

We generated more cumulative net income over the last eight years than any of our financial services peers, while steadily increasing our common equity Tier 1 ratio.

In each of the last eight years, our ROTCE has been higher than the median of our financial services peers.


¹	Percentage of profits paid is equal to three year average CEO compensation divided by three year average net income. Methodology for determining Total Compensation is provided on page 50, footnote 1. Source: Annual reports and proxy statements



STRONG ABSOLUTE PAY-FOR-PERFORMANCE ALIGNMENT

Variability in Mr. Dimon’s pay over the last eight years illustrates our commitment to paying for performance

*The Board significantly reduced Mr. Dimon’s pay in response to Chief Investment Office (“CIO”) trading losses.



JPMORGAN CHASE & CO. • 2016 PROXY STATEMENT • 51

Table of Contents

JAMES DIMON: CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Mr. Dimon became Chairman of the Board on December 31, 2006, and has been Chief Executive Officer and President since December 31, 2005. His key achievements in ~~2014~~2015 and related compensation are provided below.



MR. DIMON’S PAY-FOR-PERFORMANCE
~~2014 Performance~~			~~2014 Compensation~~

~~BUSINESS RESULTS~~

2015 Performance

• ~~Achieved~~Strong ROTCE with record net income and record EPS

• Exceeded the Firm’s targets relating to balance sheet optimization, capital, reducing its global systemically important bank (“GSIB”) surcharge and reducing expenses

• Continued to invest significant resources in risk management and control, including technology, cybersecurity, and addressing issues that resulted in supervisory and enforcement actions

• Led four leading client franchises, each maintaining or improving market share in a changing landscape, while substantially completing the business simplification agenda without a significant impact on profitability

• Led significant effort to strengthen our talent pipeline through the creation of ~~$21.8 billion, on net revenue~~Leadership Edge, a firmwide program designed to help develop outstanding leaders at all levels of ~~$94.2 billion, illustrating Mr. Dimon’s focus on efficiency and achieving cost synergies~~the Firm, across each of our lines of business

~~• Increased tangible book value for the 10th consecutive year, with a year-over-year increase of 10%, from $40.81 to $44.69~~

~~• Strong ROTCE of 13% versus through-the-cycle target of 15–16%~~ and ~~delivered record EPS of $5.29, while increasing our Basel III Advanced Fully Phased-In common equity Tier 1 capital ratio to 10.2% from 9.5%~~

~~• Delivered sustained shareholder value~~regions

2015 Compensation

80% of variable compensation awarded in PSUs



~~RISK & CONTROL~~
• Continued to make the regulatory and control agenda a top priority of the Firm and deployed substantial resources to this effort, including spending $2 billion more in 2014 than was spent in 2012 on regulatory and control issues ~~• Focused attention on clearly communicating and enforcing our corporate standards to all levels of management~~ • In addressing the regulatory and enforcement matters affecting the Firm, Mr. Dimon worked to ensure that the Firm took prompt and appropriate action, including thorough internal reviews, holding appropriate individuals responsible and enhancing applicable oversight and controls ~~• Continued to fortify the Firm~~’s cybersecurity program, including supporting the creation of three new cybersecurity operations centers, improved information sharing between fraud control in CCB and the cybersecurity teams and the appointment of firmwide Chief Information Security Officer and Chief Procurement Officer
~~CUSTOMERS & CLIENTS~~
~~• Maintained or improved first class franchise and reputation~~ ~~— CIB participated in nine of the top ten fee-paying transactions, according to Dealogic~~ ~~— AM continues to fortify its reputation in the marketplace through its outstanding sustained performance~~ ~~— Chase is ranked #1 in customer satisfaction by its clients~~ ~~— CB: #1 multifamily lender in the U.S.~~ • Investing $100 million in Detroit over five years to support and accelerate its recovery from the financial crisis and strengthened our commitment to hire military veterans (hired over 8,200+ US veterans and service members since 2011)
~~PEOPLE MANAGEMENT & LEADERSHIP~~
~~• Continued to develop our outstanding management team, which successfully led the Firm through a challenging operating environment~~ ~~• Worked closely with the CMDC and the Board on OC members development and succession planning~~ • Invested significant time and resources to strengthen the Firm’s talent pipeline and succession planning, including the creation of a new Management Development Program for all levels of managers throughout the Firm ~~• Invested significant time and effort enhancing our diversity program, with the Firm recognized as being a top employer for women, blacks, Hispanics, LGBT and veterans~~



42 • ~~JPMORGAN CHASE & CO.~~ • ~~2015 PROXY STATEMENT~~

~~Table of Contents~~

~~CEO HISTORICAL PAY-FOR-PERFORMANCE~~

The exhibit below illustrates the strong connection between Mr. Dimon’s pay and the Firm’s performance since the financial crisis (i.e., last seven years), and reinforces the effectiveness of the CMDC’s balanced and holistic approach.



~~STRONG RELATIVE PAY-FOR-PERFORMANCE ALIGNMENT~~SUMMARY OF 2015 KEY ACHIEVEMENTS

~~Mr. Dimon has generated more profit per dollar of compensation paid than other CEOs in our Financial Services Peer Group~~ ~~(as measured by total compensation as a percentage of net income from 2011 to 2013, in aggregate).~~

~~We generated more cumulative net income on a five and seven-year basis than any of our financial services peers, while steadily increasing our common equity Tier 1 ratio.~~

~~In each of the last seven years, our ROTCE has been higher than the median of our peers, exceeding it by more than 3% on average.~~


¹	Percentage of profits paid is equal to three year average CEO compensation divided by three year average net income. Methodology for determining Total Compensation is provided on page 44, footnote 1. Source: Annual reports and proxy statements



Business Results		Risk & Control
~~STRONG ABSOLUTE PAY-FOR-PERFORMANCE ALIGNMENT~~ • Strong ROTCE of 13%, record net income of $24.4 billion and record EPS of $6.00, and year-over-year tangible book value per share growth of 8%, reflecting focus on efficiency and achieving cost synergies across lines of business • Maintained fortress balance sheet, increasing our Basel III Advanced Fully Phased-In CET1 capital ratio by 140 bps to 11.6% • Reduced expenses by over $2 billion, while continuing to invest in marketing, technology and people		• Launched a global Culture and Conduct program focused on enhancing our strong corporate culture and instilling an enhanced sense of personal accountability in alignment with the “How We Do Business” framework • Further enhanced the Firm’s cybersecurity program, including more robust testing, advanced analytics, improved technology coverage, and a program to increase employee awareness about cybersecurity risks and best practices. The Firm nearly doubled its cybersecurity spending in 2015.
Customer & Clients		People Management & Leadership
• Maintained or improved first class franchises: — CCB had nearly 23 million active mobile customers by the end of 2015, a year-over-year increase of 20% — CIB participated in six of the top ten fee-generating IB transactions in 2015 (per Dealogic) — CB named #1 in customer satisfaction by CFO Magazine’s Commercial Banking Survey — AM named #1 Private Bank in the World by Global Finance Magazine • Continued to support and accelerate Detroit’s recovery through the Firm’s 5-year, $100 million investment		• Championed the Firm’s training and development initiatives, through creation of Leadership Edge, and the simplification and virtualization of the campus recruiting experience • Further emphasized our diversity program, with the development of the Office of Accessibility Affairs • Drove the employee wellness agenda to provide incentives for healthy behaviors, including 29 free onsite clinics and preventative screenings • Worked closely with the CMDC and the Board on Operating Committee members’ development and succession planning

~~Variability in Mr. Dimon’s pay over the last seven years illustrates our commitment to paying for performance~~

* ~~Despite record net income in 2012, the Board significantly reduced Mr. Dimon’s pay in response to CIO trading losses.~~



~~JPMORGAN CHASE & CO.~~ • ~~2015 PROXY STATEMENT~~ • 43

~~Table of Contents~~

~~MR. DIMON’S COMPENSATION IN CONTEXT~~

Based on Mr. Dimon’s 2014 performance, the CMDC awarded Mr. Dimon total annual compensation of $20 million, consisting of a $1.5 million annual salary and $18.5 million in incentive compensation directly linked to his performance, of which $7.4 million (40%) was awarded as a cash incentive and $11.1 million (60%) was awarded in long-term equity, in the form of RSUs vesting 50% after year two and 50% after year three, subject to extensive clawback and recovery provisions. The Board’s decision to award Mr. Dimon 40% in cash incentives reflects the Board’s desire to return Mr. Dimon’s pay mix to market-competitive levels, after two consecutive years in which the Board deferred 100% of Mr. Dimon’s incentives into long-term equity.

In assessing Mr. Dimon’s 2014 performance and determining his potential pay, the CMDC and independent members of our Board considered CEO pay for our Financial Services Peer Group as a reference. The exhibit below illustrates the reasonableness of Mr. Dimon’s compensation relative to these peers (based on three-year average total compensation), particularly in light of our strong sustained performance.

~~Prior Three-Year Average CEO Total Compensation (2011–2013)~~¹

~~($ in millions)~~

Total compensation is based on base salary, actual cash bonus paid in connection with the performance year, and target value of long-term incentives awarded in connection with the performance year. The most recently used compensation data is 2013 since not all of our Financial Services Peer Group will have filed their proxy statements before the preparation of our own proxy statement. Source: Proxy statements



4452 • JPMORGAN CHASE & CO. • ~~2015~~2016 PROXY STATEMENT



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x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12



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o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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DATE		Tuesday, May ~~19, 2015~~17, 2016
TIME		10:00 a.m. ~~Eastern Daylight~~Central Time
PLACE		~~Westin Book Cadillac Detroit~~Royal Sonesta Hotel ~~1114 Washington Boulevard~~300 Bourbon Street ~~Detroit, Michigan 48226~~New Orleans, LA 70130

MATTERS TO BE		l Election of directors
VOTED ON		l Advisory resolution to approve executive compensation
		l Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for ~~2015~~
		l ~~Approval of Amendment to Long-Term Incentive Plan~~2016
		l Shareholder proposals, if they are introduced at the meeting
		l Any other matters that may properly be brought before the meeting

		By order of the Board of Directors

		Anthony J. Horan
		Secretary

		April ~~8, 2015~~7, 2016



~~2015~~2016 Proxy summary			1

PROPOSAL 1:
Election of directors			79
Executive summary			810
Director nomination process			810
Director criteria			1013
Nominees’ qualifications and experience			1013
Corporate governance			1720
Principles			1720
Board structure and responsibilities			1720
Committees of the Board			2023
Board committee membership and ~~2014~~2015 meetings			22
~~Board evaluation~~			23
~~Board communication~~			23
~~Director independence~~			24
~~Director compensation~~			25
Board’s role in risk management oversight			26
Board assessment			26
Board communication			27
Director independence			28
Director compensation			29
Our business principles			2832
Certain key governance policies			29
~~Voting standards~~			2933
Special shareholder meetings and action by written consent			2933
Proxy access			33
Public policy engagement			2933

PROPOSAL 2:
Advisory resolution to approve executive compensation			3035
Executive summary			36
Advisory resolution			3136
Compensation discussion and analysis			3237
~~Executive summary~~Summary			3237
~~2014~~2015 Business performance			3339
Pay for performance framework			3845
Compensation decisions for Named Executive Officers			4148
Pay practices			5158
Risk and control			5461
Compensation & Management Development Committee report			5765
Executive compensation tables			5866
I. Summary compensation table			5866
II. ~~2014~~2015 Grants of plan-based awards			5967
III. Outstanding equity awards at fiscal year-end ~~2014~~2015			6068
IV. ~~2014~~2015 Option exercises and stock vested table			6270
V. ~~2014~~2015 Pension benefits			6270
VI. ~~2014~~2015 Non-qualified deferred compensation			6371
VII. ~~2014~~2015 Potential payments upon termination or change in control			6472



PROPOSAL 2 (continued):
Security ownership of directors and executive officers			6675
Additional information about our directors and executive officers			6777

PROPOSAL 3:
Ratification of independent registered public accounting firm			6979
Executive summary			7080
Fees paid to PricewaterhouseCoopers LLP			7080
Audit Committee approval policies and procedures			7181
Audit Committee report			72

~~PROPOSAL 4:~~
~~Approval of Amendment to Long-Term Incentive Plan, as amended and restated effective May 19, 2015~~			74
~~Summary of the Plan as proposed to be amended~~			7982

PROPOSALS ~~5–10:~~4-9:
Shareholder proposals			8384
4. 5. Independent board chairman			8485
5. ~~6. Lobbying~~How votes are counted			87
6. ~~7. Special shareowner meetings~~Vesting for government service			89
7. ~~8. How votes are counted~~Appoint a stockholder value committee			91
8. ~~9. Accelerated vesting provisions~~Clawback amendment			9394
9. ~~10. Clawback disclosure policy~~Executive compensation philosophy			9596

General information about the meeting			9799

Shareholder proposals and nominations for the ~~2016~~2017 annual meeting			~~100~~103

Appendix A — Overview of ~~2014~~2015 performance			~~102~~105

~~Appendix B — JPMorgan Chase & Co. Long-Term Incentive Plan, as amended and restated effective May 19, 2015~~			~~110~~

~~The Westin Book Cadillac Detroit —~~Royal Sonesta Hotel, New Orleans, LA – map and directions			~~117~~113



MANAGEMENT PROPOSALS
The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals (for more information see page referenced):

1. Election of directors	79

2. Advisory resolution to approve executive compensation	3035

3. Ratification of PricewaterhouseCoopers LLP as the Firm’s independent registered public accounting firm	69

~~4. Approval of Amendment to Long-Term Incentive Plan~~	7479


SHAREHOLDER PROPOSALS (if they are introduced at the meeting)

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


5.4. Independent board chairman — require an independent ~~Chair~~chair	8485

~~6. Lobbying — report on policies, procedures and expenditures~~	87

~~7. Special shareowner meetings — reduce ownership threshold from 20% to 10%~~	89

8.5. How votes are counted — count votes using only for and against and ignore abstentions	87

6. Vesting for government service — prohibit vesting of equity-based awards for senior executives due to voluntary resignation to enter government service	89

7. Appoint a stockholder value committee — address whether divestiture of all non-core banking business segments would enhance shareholder value	91

~~9. Accelerated vesting provisions~~8. Clawback amendment — ~~report names~~defer compensation for 10 years to help satisfy any monetary penalty associated with violation of ~~senior executives and value of equity awards that would vest if they resign to enter government service~~law	9394

~~10. Clawback disclosure policy~~ 9. Executive compensation philosophy — ~~disclose whether~~adopt a balanced executive compensation philosophy with social factors to improve the ~~Firm recouped any incentive compensation from senior executives~~Firm’s ethical conduct and public reputation	9596



The Board has nominated 11 directors: the 10 independent directors and the CEO

NOMINEE	AGE	PRINCIPAL OCCUPATION	DIRECTOR SINCE	COMMITTEE MEMBERSHIP ¹
Linda B. Bammann	59	Retired Deputy Head of Risk Management of JPMorgan Chase & Co.²	2013	Public Responsibility; Risk Policy
James A. Bell	66	Retired Executive Vice President of The Boeing Company	2011	Audit
Crandall C. Bowles	67	Chairman of The Springs Company	2006	Audit; Public Responsibility (Chair)
Stephen B. Burke	56	Chief Executive Officer of NBCUniversal, LLC	2004 Director of Bank One Corporation from 2003 to 2004	Compensation & Management Development; Corporate Governance & Nominating
James S. Crown	61	President of Henry Crown and Company	2004 Director of Bank One Corporation from 1991 to 2004	Risk Policy (Chair)
James Dimon	59	Chairman and Chief Executive Officer of JPMorgan Chase & Co.	2004 Chairman of the Board of Bank One Corporation from 2000 to 2004
Timothy P. Flynn	58	Retired Chairman and Chief Executive Officer of KPMG	2012	Public Responsibility; Risk Policy
Laban P. Jackson, Jr.	72	Chairman and Chief Executive Officer of Clear Creek Properties, Inc.	2004 Director of Bank One Corporation from 1993 to 2004	Audit (Chair)
Michael A. Neal	62	Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital	2014	Risk Policy
Lee R. Raymond (Lead Independent Director)	76	Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation	2001 Director of J.P. Morgan & Co. Incorporated from 1987 to 2000	Compensation & Management Development (Chair); Corporate Governance & Nominating
William C. Weldon	66	Retired Chairman and Chief Executive Officer of Johnson & Johnson	2005	Compensation & Management Development; Corporate Governance & Nominating (Chair)



JPMorgan Chase & Co. continued its strong performance in 2014 under the leadership of Mr. Dimon and the Firm’s senior management and the oversight of our Board of Directors. Below are highlights relating to the Firm’s performance and compensation program.



~~Strong 2014 performance continues to support sustained shareholder value~~		• We generated record net income and EPS, with 13% return on tangible common equity (“ROTCE”) in 2014, with each of our leading client franchises exhibiting strong performance and together delivering significant value. ~~• We delivered 10% total shareholder return (“TSR”) in 2014, following 37% in 2013, and continue to outperform the financial services industry TSR since 2008.~~ ~~• We maintained our fortress balance sheet, while continuing to grow our Basel III Advanced Fully Phased-In common equity Tier 1 (“CET1”) capital ratio and our tangible book value per share.~~

~~We maintain fortress operating principles with a focus on risk~~ ~~and controls~~		~~• We have added more than 16,000 employees since the beginning of 2012 to support our~~ ~~regulatory, compliance and control efforts across the entire Firm.~~ ~~• We spent $2 billion more in 2014 than in 2012 on our regulatory and control agenda.~~ ~~• We have simplified our business and re-committed to our culture and business principles.~~ ~~• We have implemented an enhanced process in all lines of business and our corporate functions to discuss material risk and control issues in control forums.~~ ~~• We continued to strengthen the Firm’s leadership through a disciplined talent review process and an enhanced executive development program.~~

~~We have a robust governance structure and are highly responsive to shareholders~~		~~• Our Lead Independent Director role is robust and our Board has endorsed the Shareholder Director Exchange (SDX) Protocol as a guide for engagement.~~ ~~• Our shareholder engagement initiatives during 2014 included:~~ ~~— approximately 90 calls and meetings on governance and compensation topics with~~ ~~shareholders representing approximately 40% of our shares~~ ~~— presentations by Firm senior management at 14 investor conferences~~ ~~— hosting a panel discussion with shareholders, corporate governance professionals,~~ ~~legal professionals and academics regarding major issues related to the Chairman and~~ ~~CEO roles at public companies~~ • Our Board remains strong following the addition of four new independent directors since 2011, including two new Risk Policy Committee members since 2013, with an appropriate balance of board refreshment and Firm experience.

~~Our compensation program is rigorous and long-term~~ ~~focused~~		• Our compensation program and Long-Term Incentive Plan (“LTIP”) reflect the Board’s philosophy of linking compensation to the Firm’s long-term performance including: i) Business Results, ii) Risk & Control, iii) Customers & Clients, and iv) People Management & Leadership. ~~• The majority of Operating Committee pay is delivered in equity with multi-year vesting.~~ ~~• We have strong stock retention requirements and long-standing clawback provisions applicable to both cash incentives and equity awards.~~ ~~• We have been careful stewards of shareholder value, only issuing an average of 1.5% of shares outstanding for employee compensation under our LTIP over the past three years.~~

~~CEO pay level reflects our performance~~		~~• Mr. Dimon and the other Named Executive Officers (“NEOs”) delivered strong Firm, line of business and individual performance in 2014, continuing their momentum from 2013.~~ ~~• Based on strong 2014 performance and historical performance, the CMDC and Board awarded Mr. Dimon total compensation of $20 million, which is unchanged from 2013.~~



~~Drove strong, sustained performance across all businesses~~		~~Maintained fortress balance sheet and strengthened~~ ~~our capital position~~

~~• Consumer & Community Banking — $9.2 billion net income and~~ ~~18% ROE~~ ~~• Corporate & Investment Bank — $6.9 billion net income and 10% ROE (excluding legal expense, $8.7 billion net income and 13% ROE)~~ ~~• Commercial Banking — $2.6 billion net income and 18% ROE~~ ~~• Asset Management — $2.2 billion net income and 23% ROE~~ ~~• Firmwide — $21.8 billion net income and 13% ROTCE, compared to $17.9 billion and 11% in 2013~~		~~• Ended the year with a Basel III Advanced Fully Phased-in common equity tier 1 capital ratio of 10.2%, significantly above our 2013 ratio of 9.5%, and in line with our target of 10%+~~ ~~• Made significant progress on regulatory and control agenda~~
		~~Created significant value for shareholders~~

		~~• Delivered sustained shareholder value~~ ~~• Record dividends of $1.58 per share ($6.1 billion in aggregate)~~ ~~• Repurchased $4.8 billion of common shares~~



~~Sustained earnings and tangible book value per share (TBVPS) growth~~


¹	~~See notes on non-GAAP financial measures on page 109 of this proxy statement.~~


²	~~Total shareholder return (“TSR”) assumes reinvestment of dividends.~~



~~JPMorgan Chase generated more net income per dollar of CEO compensation than peers~~


1.	~~We use shares responsibly and have significantly reduced our request for shares to be made available under the Plan based on shareholder feedback.~~


¹	~~Principal standing committees~~


2.	~~Our equity practices promote the long-term interests of shareholders and create a culture of success amongst our employees.~~


3.	~~Our equity program reinforces individual accountability through strong recovery provisions.~~


¹	Total Potential Dilution reflects the number of employee and director shares outstanding (including RSUs and SARs) plus the shares remaining in the LTIP Plan pool divided by the number of common shares outstanding at year end (based on Firm’s annual reports).


²	Burn Rate reflects the number of shares (including RSUs and SARs) granted to employees and directors in a calendar year divided by the weighted average diluted shares outstanding (based on Firm’s annual reports).



Strong 2015 performance continues to support sustained shareholder value		• We generated 13% return on tangible common equity (“ROTCE”), as well as record net income and record earnings per share (“EPS”) in 2015. Each of our leading client franchises exhibited strong performance and together delivered significant value. • We delivered 8% total shareholder return (“TSR”) in 2015, following 10% in 2014, and continued our record of outperforming the financial services industry TSR since 2008. • We reduced expenses by over $2 billion and delivered significant operating leverage, while continuing to invest in marketing, technology and people to grow the business. • We continued to simplify and de-risk our balance sheet, reducing our global systematically important bank (“GSIB”) surcharge by 100 basis points (“bps”) during 2015 and helping us optimize capital return to shareholders.

We maintain fortress operating principles with a focus on risk, controls and culture		• We maintained our fortress balance sheet, growing our Basel III Advanced Fully Phased-In common equity Tier 1 (“CET1”) capital ratio by 140 bps and our tangible book value per share (“TBVPS”) by 8%, and maintaining $496 billion of high quality liquid assets. • Since 2011, our total headcount associated with controls has gone from 24,000 people to 43,000 people, and our total annual control spend has gone from $6 billion to approximately $9 billion over that same time period. We have more work to do, but a strong and permanent foundation is in place. • We continued to strengthen and reinforce our culture and business principles.

We are committed to good corporate governance and are engaged with our shareholders		• Since 2011, four independent directors have joined the Board; the Board maintains a robust Lead Independent Director role. • Our Board has endorsed the Shareholder Director Exchange (SDX) Protocol as a guide for engagement; in 2015, our shareholder engagement initiatives included: ○ more than 90 calls and meetings on strategy, governance and compensation topics with shareholders representing over 40% of our shares ○ presentations by Firm senior management at 13 investor conferences ○ separate outreach sessions regarding our Corporate Responsibility initiatives • Since the 2015 annual meeting, our engagement process, and the feedback gained from it, was a significant factor in the Board’s adoption of: (i) a clawback disclosure policy; (ii) a proxy access By-law amendment; and (iii) a Performance Share Unit (“PSU”) program for members of the Operating Committee (“OC”).

Our compensation program is rigorous and long-term focused		• Our compensation program reflects the Board’s philosophy of linking compensation to the Firm’s long-term performance including: (i) Business Results; (ii) Risk & Control; (iii) Customer & Clients; and (iv) People Management & Leadership. • In January 2016, the Board approved the grant of PSUs to OC members under the Firm’s variable compensation program. PSUs will be earned based on the Firm’s ROTCE over a 3-year performance period (see page 49 for details). • The majority of OC members’ pay is delivered in equity with multi-year vesting. • We have strong stock ownership and retention requirements and long-standing clawback provisions applicable to both cash incentives and equity awards.

CEO pay level reflects our performance		• Mr. Dimon and the other Named Executive Officers (“NEOs”) delivered strong Firm, line of business and individual performance in 2015, continuing their momentum from 2014. • Based on exceptional multi-year performance and outstanding performance in 2015, the Compensation & Management Development Committee (“CMDC”) and Board awarded Mr. Dimon total compensation of $27.0 million, with $20.5 million of the variable portion in the form of PSUs, which will not vest unless a threshold performance level is achieved over a 3-year period.



STRONG RESULTS AGAINST BROAD PERFORMANCE CATEGORIES
• Business Results: Delivered strong financial results reflecting solid performance across our four major businesses, while maintaining our fortress balance sheet and meeting or exceeding our capital and expense targets for 2015 • Risk & Control: Further strengthened our control environment, including enhancing our technology infrastructure, addressing issues that resulted in supervisory and enforcement actions, investing in training, and rededicating ourselves to the Firm’s Business Principles to further strengthen our culture • Customer & Clients: Enhanced our clients’ experiences by investing in our businesses and leveraging innovative technologies, which further strengthened the market leadership of our franchises • People Management & Leadership: Created a new leadership development program designed to develop outstanding leaders at all levels of management across each line of business (“LOB”) and function


²	2010-2014 has been revised to reflect the adoption of new accounting guidance for investments in affordable housing projects.


³	The graph depicts Total Shareholder Return ("TSR"); assumes reinvestment of dividends.


⁴	For the Firm’s 5-year stock performance, see our Annual Report on Form 10-K for the year ended December 31, 2015, at page 67.



	RECOMMENDATION: Vote FOR all nominees
	RECOMMENDATION: Vote FOR all nominees



8 •JPMORGAN CHASE & CO. • ~~2015~~2016 PROXY STATEMENT• 11



Director	Fees earned or paid in cash ($) ¹			Other fees earned or paid in cash ($) ²			2014 Stock award ($) ³			Total ($)
Linda B. Bammann		$	90,000		$	30,000		$	225,000		$	345,000
James A. Bell		90,000			25,000			225,000			340,000
Crandall C. Bowles		105,000			30,000			225,000			360,000
Stephen B. Burke		75,000			—			225,000			300,000
James S. Crown		115,000			47,500			225,000			387,500
Timothy P. Flynn		90,000			30,000			225,000			345,000
Laban P. Jackson, Jr.		115,000			222,500			225,000			562,500
Michael A. Neal		90,000			—			225,000			315,000
Lee R. Raymond ⁴		120,000			30,000			225,000			375,000
William C. Weldon		90,000			102,500			225,000			417,500



2832 • JPMORGAN CHASE & CO. • ~~2015~~2016 PROXY STATEMENT



	RECOMMENDATION: Vote FOR approval
	RECOMMENDATION: Vote FOR approval



	The Board of Directors recommends a vote FOR this advisory resolution to approve executive compensation.



36 •JPMORGAN CHASE & CO. • ~~2015~~2016 PROXY STATEMENT• 31



32 • ~~JPMORGAN CHASE & CO.~~ • ~~2015 PROXY STATEMENT~~



~~STRONG UNDERLYING PERFORMANCE~~
• Strong underlying performance across our businesses while further strengthening our fortress balance sheet — ending the year with a Basel III Advanced Fully Phased-In common equity Tier 1 capital ratio of 10.2% (compared with 9.5% last year), while continuing to deliver sustained shareholder value • Significant progress enhancing our controls; investing in our infrastructure, technology, people and training; and reinforcing our culture of accountability while working hard to strengthen our relationships with regulators • ~~Invested in our businesses and further strengthened the market leadership of our franchises by enhancing our clients’ experience across all our lines of business~~ • ~~Continued to invest in developing our employees and strengthening our pipeline of leaders~~


¹	~~For notes on non-GAAP and other financial measures, including managed-basis reporting relating to the Firm’s LOBs, see page 109.~~


²	~~All comparative percentages provided in this table reflect changes from 2013 to 2014.~~