Table of Contents
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934
(Amendment (Amendment No.  )
Filed by the Registrant x Filed by a Party other than the Registranto
Check the appropriate box:
Filed by the RegistrantFiled by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material Pursuant tounder §240.14a-12
JPMorgan ChaseJPMORGAN CHASE & Co.
CO.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
xNo fee required.required
oFee paid previously with preliminary materials
Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which the transaction applies:
(2)Aggregate number of securities to which the transaction applies:
(3)Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of the transaction:
(5)Total fee paid:
oFee paid previously with preliminary materials.
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.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:



Table of Contents
01_426713-1_Cover_FC.jpg





Table of Contents
JPMorgan Chase & Co.
383 Madison Avenue
New York, New York 10179-0001
April 8, 2024
Dear fellow shareholders:
We are pleased to invite you to attend the annual meeting of shareholders to be held in a virtual meeting format, via the Internet, on May 21, 2024 at 10:00 a.m. Eastern Time. Shareholders are provided an opportunity to ask questions about topics of importance to the Firm’s business and affairs, to consider matters described in the proxy statement and to receive an update on the Firm’s activities and performance.
We hope that you will attend the meeting. We encourage you to designate the persons named as proxies on the proxy card to vote your shares even if you are planning to attend. This will ensure that your common stock is represented at the meeting.
This proxy statement explains more about the matters to be voted on at the annual meeting, about proxy voting, and other information about how to participate. Please read it carefully. We look forward to your participation.
Sincerely,
image_1.jpg
James Dimon
Chairman and Chief Executive Officer
logojpmorgan.jpg







A Letter from Jamie Dimon, Our Chairman and CEO, and Stephen B. Burke, Our Lead Independent Director
April 8, 2024
JPMorgan Chase
Dear Fellow Shareholders:
In connection with the 2024 Annual Meeting, we want to share with you some of the highlights of the work of the Board. The Board oversaw the Firm’s continued strong financial performance in 2023, building upon its momentum from prior years. We experienced growth across all of our market-leading lines of business and maintained a fortress balance sheet. We achieved managed revenue of $162.4 billion, which was a record for the 6th consecutive year, as well as record net income of $49.6 billion and ROTCE of 21%. The Firm increased its quarterly common dividend from $1.00 to $1.05 per share. In addition, we successfully navigated and supported our clients and customers through the regional bank turmoil, and completed our acquisition of the assets of First Republic Bank.
The Board is focused on the many factors that contribute to the Firm’s long-term strong performance, including continued investment in products, technology and people. We remain vigilant and prepared to work with our customers, clients and communities around the world across a broad range of economic environments. At all times, we are guided by our fundamental business principles and our commitment to building long-term value for our shareholders. This was especially important to our work in the past year, as geopolitics and conflicts developments around the world produced much uncertainty. The ongoing wars in Ukraine and the Middle East, growing tensions with China and a politically divided America have the potential to lead to a restructuring of the global order, in addition to having profound human consequences.
In this environment, the Board’s efforts are focused on making informed decisions and taking appropriate actions to help ensure that our Firm is resilient and we can be there for our clients – in both good times and bad times. Among other matters, in the past year the Board focused on the following:
Executive succession planning
One of the Board’s top priorities is to plan for an orderly CEO transition in the medium term. As discussed in more detail in this proxy statement, the Board is spending significant time on developing Operating Committee members who are well-known to shareholders as strong potential CEO candidates. Earlier this year, the Firm announced leadership and organizational changes to continue to position the Firm for the future. Jennifer Piepszak and Troy Rohrbaugh were named Co-CEOs of the expanded Commercial & Co.Investment Bank, and Marianne Lake became sole CEO of Consumer & Community Banking. Mary Erdoes remains CEO of Asset &
270 Park Avenue
New York, New York 10017-2070
Wealth Management, and Daniel Pinto continues as President and Chief Operating Officer. The Board believes that these senior management changes and new alignment will help the Firm better serve its clients as well as further develop the Firm's most senior leaders. Should the need arise in the near-term, we view Mr. Pinto as a key executive who is immediately ready to fulfill the responsibilities of the CEO. We also continue to develop a deep bench of potential leaders who can execute the Firm’s strategy and enhance our strong culture.
April 7, 2016Board refreshment
Dear fellow shareholders:
We are committed to maintaining a vital Board for today and the future. In January of this year, we were fortunate to add Mark Weinberger to our Board and are pleased to invite you tonominate him for election by shareholders at the annual meeting of shareholders to be held on May 17, 2016, at the Royal Sonesta Hotel, New Orleans, LA.meeting. As we have done in the past, in addition to considering the matters described in the proxy statement, we will provide an update on the Firm’s activities and performance.
We hope that you will attend the meeting in person. We encourage you to designate the proxies named on the proxy card to vote your shares even if you are planning to come. This will ensure that your common stock is represented at the meeting.
The proxy statement explains more about proxy voting. Please read it carefully. We look forward to your participation.
Sincerely,
James Dimon
retired Chairman and Chief Executive Officer of Ernst & Young LLP, he brings to the Board an impressive combination of skills, experience and personal qualities that will serve our shareholders, the Firm and the Board well. We would also like to take this opportunity to thank Tim Flynn and Mike Neal, who are retiring from the Board this year. We benefited greatly from their respective insights and contributions as directors and trusted advisors.

Oversight of key issues

We are pleased to report that your Board has been diligently focused on overseeing key issues that are critical to the success and sustainability of our institution. One such area is Artificial Intelligence (AI), which is revolutionizing the world around us. While the full impact of AI on our business remains to be seen, we recognize its potential to transform every aspect of our operations. To capitalize on this and other groundbreaking technological advances, we are making strategic investments in resources and expertise, positioning the Firm for success in a rapidly changing competitive landscape. Concurrently, we are taking steps to prevent unintended misuse of AI and to mitigate potential cybersecurity risks.







In addition, the Board is actively overseeing the Firm's efforts in addressing climate change and promoting diversity, equity, and inclusion (DEI). As a global financial institution, we play a crucial role in supporting our clients' decarbonization strategies and helping to address the broader challenges of transitioning to a low-carbon economy. We are committed to making informed decisions based on the best interests of our Firm and clients, rather than adhering to simplistic statements or arbitrary rules. Furthermore, we firmly believe in the value of DEI, both as a moral imperative and as a




strategic driver of success. By fostering a diverse and inclusive workforce, we enable innovation, smarter decision-making, and better financial results for our business and the economy as a whole. We continue to work closely with management to promote equal treatment, opportunity and access throughout our organization.
Our company’s success is built upon the efforts of thousands of employees, our superb senior management team and our outstanding Board members. And it is with a heavy heart that
we remember one such Board member, our colleague and friend, Jim Crown, who served as a member of our Board of Directors from 2004 until his unexpected passing last year. His wisdom and spirit are profoundly missed.
We look forward to continuing to deliver value to our customers, shareholders and stakeholders while remaining firm in our business principles. On behalf of the entire Board, we are grateful for your support of the Board and the Firm.

james.jpg
James Dimon
Chairman and Chief Executive Officer
steveburkesig.jpg
Stephen B. Burke
Lead Independent Director










Notice of 20162024 Annual Meeting of Shareholders and Proxy Statement
DATETuesday, May 17, 201621, 2024
TIME10:00 a.m. CentralEastern Time
PLACE
ACCESS
Royal Sonesta HotelThe 2024 Annual Meeting will be held in a virtual meeting format, via the Internet. If you plan to participate in the virtual meeting, please see “Information about the annual shareholder meeting.” Shareholders will be able to attend, vote and submit questions (both before, and for a portion of, the meeting) via the Internet and will be able to examine the shareholder list before the meeting. Shareholders may participate online by logging in at www.virtualshareholdermeeting.com/JPM2024.
300 Bourbon Street
New Orleans, LA 70130We encourage you to submit your proxy prior to the annual meeting.
RECORD DATEMarch 22, 2024
MATTERS TO BE
l Election of directors
VOTED ON
l Advisory resolution to approve executive compensation
l Approval of amended and restated long-term incentive plan effective May 21, 2024
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 20162024
l Shareholder proposals, if they are properly 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
John H. Tribolati
Secretary
April 7, 2016
8, 2024

YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE PROMPTLY.

Please vote promptly.
If you hold your shares in street nameJPMorgan Chase & Co. uses the Securities and do not provide voting instructions, your shares will not be votedExchange Commission (“SEC”) rule permitting companies to furnish proxy materials to their shareholders via the Internet. In accordance with this rule, on any proposal on which your broker does not have discretionary authority to vote; your broker has discretionary authority to vote on the appointment of the auditors. See “How votes are counted” on page 99 of this proxy statement.
On or about April 7, 2016,8, 2024, we sent to shareholders of record at the close of business on March 18, 2016, a Proxy Statement, together with an accompanying form of proxy card and Annual Report, or22, 2024, a Notice of Internet Availability of Proxy Materials (“Notice”).
Our 2016, which includes instructions on how to access our 2024 Proxy Statement and 2023 Annual Report online, and how to vote online for the year ended December 31, 2015, are available free of charge on our website at jpmorganchase.com/annual-report-proxy. Instructions on how2024 Annual Shareholder Meeting.
If you received a Notice and would like to receive a printed copy of our proxy materials, areplease follow the instructions for requesting such materials included in the Notice, as well as in this Proxy Statement.Notice.
If you planTo be admitted to attend the meeting in person, you will be required to present a valid form of government-issued photo identification, such as a valid driver’s license or passport, and proof of ownership of our common stock as of our record date March 18, 2016. See “Attending the annual meeting at www.virtualshareholdermeeting.com/JPM2024, you must enter the control number found on your proxy card, voting instruction form or Notice you previously received. See “Information about the annual shareholder meeting” on page 100107. At the virtual meeting site, you may follow the instructions to vote and ask questions before or during the meeting.
If you hold your shares through a broker, your shares will not be voted unless (i) you provide voting instructions or (ii) the matter is one for which brokers have discretionary authority to vote. Of the matters to be voted on at the annual meeting, the only one for which brokers have discretionary authority to vote is Proposal 4, the ratification of this proxy statement.the independent registered public accounting firm. See “What is the voting requirement to approve each of the proposals?” on page 109.






Table of Contents
1RECOMMENDATIONSimage_0.jpg







This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe” or other words of similar meaning. Forward-looking statements provide JPMorgan Chase & Co.’s (“JPMorgan Chase” or the “Firm”) current expectations or forecasts of future events, circumstances, results or aspirations. All forward-looking statements are, by their nature, subject to risks and uncertainties, many of which are beyond the Firm’s control. JPMorgan Chase’s actual future results may differ materially from those set forth in its forward-looking statements. Certain of such risks and uncertainties are described in JPMorgan Chase’s Annual Report on Form 10-K for the year ended December 31, 2023 ("2023 Form 10-K"). Any forward-looking statements made by or on behalf of the Firm speak only as of the date they are made, and JPMorgan Chase does not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made.

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









PROXY SUMMARY

20162024 Proxy summarySummary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Terms not defined in the text of this proxy statement can be found in the “Glossary of selected terms and acronyms” on page 121.
Proxy statement
Your vote is very important. TheFor more information on voting and attending the annual meeting, see “Information about the annual shareholder meeting” on page 107. This proxy statement has been prepared by our management and approved by the Board of Directors, of JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) is requesting that you allow your common stock to be represented at the annual meeting by the proxies named on the proxy card. This proxy statement is being
sent or made available to you in connection with this request and has been prepared for the Board by our management. This proxy statement is being sent andor made available to our shareholders on or about April 7, 2016.

8, 2024.
Annual meeting overview
overview: Matters to be voted on
image_0.jpg
MATTERS TO BE VOTED ON
MANAGEMENT PROPOSALS
MANAGEMENT PROPOSALS
The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals 2, 3 and 4 (for more information see page referenced):
1.
2.
3.
4.
1. Election of directors
2. Advisory resolution to approve executive compensation
3. Ratification of PricewaterhouseCoopers LLP as the Firm’s independent registered public accounting firm
image_10.jpg
SHAREHOLDER PROPOSALS (if(if they are properly introduced at the meeting)
The Board of Directors recommends you vote AGAINST each of the following shareholder proposals
(for more information see page referenced):
5.
6.
7.
8.
9.
10.
11.

2024 PROXY STATEMENT1JPMORGAN CHASE & CO.

Table of Contents
PROXY SUMMARY
The Firm demonstrated strong financial performance in 2023
4. Independent board chairman — require an independent chair
5. How votes are counted — count votes using only for and against and ignore abstentions
6. Vesting for government service — prohibit vesting of equity-based awards for senior executives due to voluntary resignation to enter government service
7. Appoint a stockholder value committee — address whether divestiture of all non-core banking business segments would enhance shareholder value
8. Clawback amendment — defer compensation for 10 years to help satisfy any monetary penalty associated with violation of law
  9. Executive compensation philosophy — adopt a balanced executive compensation philosophy with social factors to improve the Firm’s ethical conduct and public reputation

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

JPMORGAN CHASE & CO.
REVENUEPRE-TAX INCOMENET INCOMERETURN ON EQUITY ("ROE")
RETURN ON TANGIBLE COMMON EQUITY ("ROTCE")2
$158.1B
$162.4B
$61.6B
$69.0B
$49.6B
17%
21%
REPORTED
MANAGED1,2
REPORTED
EXCLUDING LOAN LOSS RESERVES ("Ex. LLR")1,2
EARNINGS PER SHARE ("EPS")BOOK VALUE PER SHARE ("BVPS")
TANGIBLE BOOK VALUE PER SHARE ("TBVPS")2
MARKET CAPITALIZATION
NET CAPITAL DISTRIBUTIONS3
$16.23
$104.45
$86.08
$489.3B
$19.8B

CONSUMER &
COMMUNITY BANKING ("CCB")
CORPORATE &
INVESTMENT BANK ("CIB")
COMMERCIAL
BANKING ("CB")
ASSET & WEALTH
MANAGEMENT ("AWM")
REVENUE1
PRE-TAX INCOME ex. LLR1,2
REVENUE1
PRE-TAX INCOME1
REVENUE1
PRE-TAX INCOME ex. LLR1,2
REVENUE1
PRE-TAX INCOME1
$70.1B
$30.0B
$48.8B
$20.1B
$15.5B
$9.9B
$19.8B
$6.9B
NET INCOMEROENET INCOMEROENET INCOMEROENET INCOMEROE
$21.2B
38%
$14.1B
13%
$6.1B
20%
$5.2B
31%
#1 market share in U.S. retail deposits4
#1 market share in Card, based on U.S. sales and outstandings
#1 primary bank for U.S. small businesses
#1 banking platform in the U.S.4
#1 in Global Investment Banking ("IB") fees for 15 consecutive years, with 8.8% wallet share5
#1 in Markets revenue5
#1 in USD payments volume6
#3 custodian globally by revenue7
Record revenues overall and in Middle Market Banking & Specialized Industries ("MMBSI") of $7.4B, Corporate Client Banking & Specialized Industries ("CCBSI") of $4.8B and Commercial Real Estate ("CRE") of $3.3B
Record average loans of $268.3B (up 20%)
Strong credit performance with a net charge-off ratio of 12bps
Pre-tax margin of 35%
Long-term Assets Under Management ("AUM") flows of $140B, top 2 rank in Client Asset Flows8 over a 5-year period
Average deposits of $216.2B (down 17%); record average loans of $220.5B (up 2%)
Excluding the impact of First Republic Bank9: the Firm achieved managed revenue1,2 of $154.2 billion, pre-tax income ex. LLR1,2 of $63.2 billion, net income of $45.4 billion, or $14.84 per share, and ROTCE2 of 19%; CCB achieved managed revenue1 of $66.9 billion, pre-tax income ex. LLR1,2 of $27.9 billion, net income of $20.0 billion, and ROE of 38%; CB achieved managed revenue1 of $14.6 billion, pre-tax income ex. LLR1,2 of $9.0 billion, net income of $6.0 billion, and ROE of 20%; AWM achieved managed revenue1 of $18.7 billion, pre-tax income1 of $5.9 billion, net income of $4.5 billion and ROE of 27%.
1The Firm reviews the results of the Firm and the lines of business on a managed basis. Refer to Note 2, on page 113 for a definition of managed basis.
2Managed Revenue, Pre-Tax Income (ex. LLR), ROTCE and TBVPS are each non-GAAP financial measures; refer to Notes 1 and 2 on page 113 for a further discussion of these measures.
3Reflects common dividends and common stock repurchases, net of common stock issued to employees.
4Refer to Notes 2 and 3 on page 59.
5Refer to Notes 2 and 3 on page 57.
6Based on third-party data.
7Coalition Greenwich FY23 Competitor Analytics (preliminary). Rank is based on JPMorgan Chase's internal business structure and revenue and Coalition Index Banks for Securities Services.
8Refer to Note 2 on page 58.
9On May 1, 2023, JPMorgan Chase acquired certain assets and assumed certain liabilities of First Republic Bank. All references to excluding the impact of First Republic Bank refer to excluding the relevant effects of the First Republic Bank acquisition, as well as subsequent related business and activities, as applicable. Refer to Note 34 to the Firm’s Consolidated Financial Statements in the 2023 Annual Report on pages 307 - 309.
JPMORGAN CHASE & CO.   2016
22024 PROXY STATEMENT   1


PROXY SUMMARY

We are committed to strong corporate governance practices
Board composition reflects an effective mix of experience, refreshment, skills and diversity to provide independent oversight
Our directors have experience and demonstrated success in executive fields relevant to the Firm’s business and operations, and contribute to the Board’s effective oversight of management and its diversity across a range of attributes, executive experience and skills
The Board has a well-balanced tenure with a mix of experience and fresh perspectives
A strong Lead Independent Director role facilitates independent Board oversight of management
The Firm’s Corporate Governance Principles (“Governance Principles”) require the independent directors to appoint a Lead Independent Director if the role of the Chair is combined with that of the CEO
The Board reviews its leadership structure annually
The Lead Independent Director's responsibilities demonstrate the Board's commitment to empowering the Lead Independent Director to serve as an effective counterbalance to the CEO
Our Board guides succession planning
The Board is focused on enabling an orderly CEO transition to take place in the medium-term
As part of succession planning, the Board continues to oversee management's development of several Operating Committee ("OC") members who are well-known to shareholders as strong potential candidates to succeed Mr. Dimon
Individual OC members have been provided with opportunities to gain exposure to different parts of the business and to deepen their leadership experience in new and expanded roles
In January 2024, the Firm announced leadership changes and a streamlined business to continue to position the Firm for the future
Election
Our Board provides independent oversight of the Firm’s business and affairs
Sets the cultural “tone at the top”
Oversees the business and affairs of Directorsthe Firm based on sound governance practices and effective leadership structure
Reviews and approves the Firm’s strategic plan, and oversees strategic objectives
Oversees the Firm’s financial performance and condition
Oversees the Firm's risk management and internal control frameworks
Oversees executive performance, talent management and succession planning

We actively engage with shareholders
We regularly engage with shareholders throughout the year on a wide variety of topics, such as strategy, financial and operating performance, competitive environment, regulatory landscape and environmental, social and governance ("ESG")-related matters
In 2023, our shareholder engagement initiatives included:
Shareholder Engagement: We solicited feedback through approximately 200 engagements with 120 shareholders that represented 50% of the Firm's outstanding common stock, in addition to other key stakeholder listening and learning sessions. Our engagements with shareholders focused on board and management succession planning, executive compensation, technology, including artificial intelligence, cybersecurity and the Firm's sustainability efforts, including its climate strategy, in addition to a variety of discussions on the Firm's strategy and its financial and operating performance
Meetings/Conferences: Senior management hosted approximately 28 investor meetings, and presented at approximately 15 investor conferences
Our governance practices promote Board effectiveness and shareholder interests
Annual Board and committee assessment
Robust shareholder rights:
proxy access
right to call a special meeting
right to act by written consent
Majority voting for all director elections
Stock ownership requirements for directors
100% principal standing committee independence
Executive sessions of independent directors at each regular Board meeting


2024 PROXY STATEMENT3JPMORGAN CHASE & CO.

Table of Contents
PROXY SUMMARY
Proposal 1: Election of directors – page 7
The Board of Directors has nominated the 1110 individuals listed below as directors; ifbelow. All are independent other than our CEO. If elected by shareholders at ourthe annual meeting, they will beall nominees are expected to serve until next year’s annual meeting. All
Nominee/Director of
JPMorgan Chase since1
AgePrincipal Occupation
Other U.S.-Listed Public
Company Directorships
Committee Membership2, 3
05_426713-1_photo_BurkeS.jpg
Stephen B. Burke
Lead Independent Director
Director since 2004
65Retired Chairman and Chief Executive Officer of NBCUniversal, LLC2
Compensation & Management
Development (Chair);
Corporate Governance & Nominating
pg6_photo-bammannl.jpg
Linda B. Bammann
Director since 2013
68
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.4
0
Risk (Chair);
Compensation & Management Development
image_2.jpg
Todd A. Combs
Director since 2016
53Chairman, President and Chief Executive Officer of GEICO and Investment Officer at Berkshire Hathaway Inc.0
Corporate Governance &
Nominating (Chair);
Compensation & Management Development
pg15-nominees_abdavis.jpg
Alicia Boler Davis
Director since 2023
55Chief Executive Officer of Alto Pharmacy, LLC0Risk
05_426713-1_photo_pg. 4_James Dimon.jpg
James Dimon
Director since 2004
68Chairman and Chief Executive Officer of JPMorgan Chase & Co.0
pg5-eod_agorsky.jpg
Alex Gorsky
Director since 2022
63Retired Chairman and Chief Executive Officer of Johnson & Johnson2Risk
Image_6.jpg
Mellody Hobson
Director since 2018
55Co-Chief Executive Officer and President of Ariel Investments, LLC1
Public Responsibility (Chair);
Risk
pg7_novakovicp.jpg
Phebe N. Novakovic
Director since 2020
66Chairman and Chief Executive Officer of General Dynamics Corporation1
Audit;
Public Responsibility
Ginni black photo.jpg
Virginia M. Rometty
Director since 2020
66Retired Executive Chairman, President and Chief Executive Officer of International Business Machines Corporation ("IBM")0
Compensation & Management Development;
Corporate Governance & Nominating
weinberger photo rectangular.jpg
Mark A. Weinberger
Director since 2024
62Retired Global Chairman and Chief Executive Officer of Ernst & Young LLP2Audit
1Director of a heritage company of the nominees are currently servingFirm as directors.follows: Bank One Corporation: Mr. Burke (2003–2004), Mr. Dimon, Chairman of the Board (2000–2004)
2Principal standing committees
The Board has nominated 11 directors: the 10 independent directors and the CEO
           
NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE OTHER PUBLIC COMPANY BOARDS (#) 
COMMITTEE MEMBERSHIP1
Linda B. Bammann 60 
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.2
 2013 0 
Public Responsibility;
Directors' Risk Policy
James A. Bell 67 Retired Executive Vice President of The Boeing Company 2011 3 Audit
Crandall C. Bowles 68 Chairman Emeritus of The Springs Company 2006 1 
Audit;
Public Responsibility (Chair)
Stephen B. Burke 57 Chief Executive Officer of NBCUniversal, LLC 
2004
Director of Bank One Corporation from 2003 to 2004
 1 
Compensation & Management Development;
Corporate Governance & Nominating
James S. Crown 62 President of Henry Crown and Company 
2004
Director of Bank One Corporation from 1991 to 2004
 1 Directors' Risk Policy (Chair)
James Dimon 60 
Chairman and Chief Executive Officer of JPMorgan Chase & Co.

 
2004
Chairman of the Board of Bank One Corporation from 2000 to 2004
 0  
Timothy P. Flynn 59 Retired Chairman and Chief Executive Officer of KPMG 2012 1 
Public Responsibility;
Directors' Risk Policy
Laban P. Jackson, Jr. 73 Chairman and Chief Executive Officer of Clear Creek Properties, Inc. 
2004
Director of Bank One Corporation from 1993 to 2004
 0 Audit (Chair)
Michael A. Neal 63 Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital 2014 0 Directors' Risk Policy
Lee R. Raymond
(Lead Independent Director)
 77 Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation 
2001
Director of J.P. Morgan & Co. Incorporated from 1987 to 2000
 0 
Compensation & Management Development (Chair);
Corporate Governance & Nominating
William C. Weldon 67 Retired Chairman and Chief Executive Officer of Johnson & Johnson 2005 2 
Compensation & Management Development;
Corporate Governance & Nominating (Chair)
1
Principal standing committees
2
Retired from JPMorgan Chase & Co. in 2005


3If elected, Mr. Weinberger will serve as the Chair of the Audit Committee, and Mr. Gorsky will serve on the Audit and Public Responsibility Committees, concluding his service on the Risk Committee
2    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT4Retired from JPMorgan Chase & Co. in 2005



Performance, governance and compensation highlights1
JPMorgan Chase & Co. continued its strong performance in 2015 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, including key changes made taking into account feedback from shareholder engagement.
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.
1 See notes on non-GAAP financial measures on page 112 of this proxy statement.

JPMORGAN CHASE & CO.   2016
42024 PROXY STATEMENT   3



PROXY SUMMARY
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 ourselvesProposal 2: Advisory resolution 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
HIGHLIGHTS OF 2015 BUSINESS RESULTS1,2approve executive compensation – page 34
We delivered ROTCE of 13%, achieved record net income and record EPS, and improved or maintained our leading market share position in eachare submitting an advisory resolution to approve the compensation of our core businesses notwithstandingNamed Executive Officers (“NEOs”).
We believe shareholders should consider three key factors in their evaluation of this year’s proposal:
1. How we think about pay decisions
The Firm’s Business Principles and strategic framework form the basis of our OC members’ strategic priorities. The Compensation & Management Development Committee ("CMDC") references those strategic priorities and the Firm’s compensation philosophy to assess OC members’ performance and to determine their respective total compensation levels and pay mix.
2. How we performed against our business strategy
We continued revenue headwinds from the low interest rateto deliver strong multi-year financial performance, invest in our future, strengthen our risk and control environment, and increased capital requirements.reinforce our culture and values, including our long-standing commitment to serve our customers, employees and communities, and conduct business in a responsible way to drive inclusive growth.


3. How performance determined pay in 2023
In determining OC member pay, the CMDC took into account performance across four broad performance dimensions: Business Results; Risk, Controls & Conduct; Client/Customer/Stakeholder; and Teamwork & Leadership. CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 86% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk Performance Share Units ("PSUs") for both our CEO and our President & COO. Other NEO pay is also strongly aligned to Firm and line of business ("LOB") performance, with a majority of variable pay deferred into equity, of which 50% is in at-risk PSUs.
Disciplined performance assessment process to determine pay
The CMDC uses a balanced holistic approach to determine annual compensation, which includes a disciplined assessment of performance against the aforementioned four broad dimensions over a sustained period of time.
The table below summarizes the salary and incentive compensation awarded to our NEOs for 2023 performance.
Incentive Compensation
Name and principal position1
SalaryCashRestricted
stock units
Performance
share units
Total
James Dimon
Chairman and CEO
$1,500,000 $5,000,000 $— $29,500,000 $36,000,000 
Daniel Pinto
President & Chief Operating Officer
Former CEO, Corporate & Investment Bank
1,500,000 5,000,000 — 23,500,000 30,000,000 
Mary Callahan Erdoes
CEO, Asset & Wealth Management
750,000 10,500,000 7,875,000 7,875,000 27,000,000 
Marianne Lake
CEO, Consumer & Community Banking
Former Co-CEO, Consumer & Community Banking
750,000 7,100,000 5,325,000 5,325,000 18,500,000 
Jennifer Piepszak
Co-CEO, Commercial & Investment Bank
Former Co-CEO, Consumer & Community Banking
750,000 7,100,000 5,325,000 5,325,000 18,500,000 
Jeremy Barnum
Chief Financial Officer
750,000 5,700,000 4,275,000 4,275,000 15,000,000 
1Officer position titles within this Proxy Statement reflect current roles and responsibilities as of the record date. On January 25, 2024, the Firm announced new responsibilities for certain executives: Ms. Piepszak, along with Troy Rohrbaugh, the Firm’s Co-Head of Markets and Securities Services, became Co-Chief Executive Officers of the expanded Commercial & Investment Bank; Mr. Pinto continues as the Firm’s President and Chief Operating Officer but is no longer Chief Executive Officer of the former Corporate & Investment Bank; and Ms. Lake became the sole Chief Executive Officer of Consumer & Community Banking.

4 2024 PROXY STATEMENT
5JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


PROXY SUMMARY
Proposal 3: Approval of amended and restated long-term incentive plan effective May 21, 2024 - page 76
STRONG ROTCE ON INCREASING CAPITAL
We are seeking approval of our Amended and Restated Long-Term Incentive Plan (the “2024 Plan”), to renew the term of the Amended and Restated Long-Term Incentive Plan approved by shareholders on May 18, 2021 (the “2021 Plan”) to a term date of May 31, 2028, and to authorize approximately 38.2 million additional shares, bringing the total number of shares authorized for awards under the 2024 Plan to 81 million shares (which is less than the total number of shares authorized under the 2021 Plan by 4 million shares). During our semi-annual shareholder outreach program and discussion of our equity compensation practices, our shareholders indicated a preference for more frequent requests for approval of a smaller quantity of shares, as opposed to requesting larger quantities less frequently. As a result, the Compensation & Management Development Committee of the Board considered this feedback in determining the number of shares to request for authorization under the 2024 Plan.
The 2024 Plan would also continue to incorporate our compensation program for non-employee directors, with certain established retainers (both cash and equity) and certain limitations on future changes to those retainers.
Proposal 4: Ratification of independent registered public accounting firm – page 86
SUSTAINED GROWTH IN BOTH TBVPS AND EPS2
SUSTAINED SHAREHOLDER VALUE3,4The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Firm’s independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorgan Chase and its subsidiaries for the year ending December 31, 2024. A resolution is being presented to our shareholders requesting ratification of PwC’s appointment.
1
Tangible Common Equity (“TCE”).
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.

JPMORGAN CHASE & CO.   2016
62024 PROXY STATEMENT   5









Corporate Governance






Proposal 1: Election of directors
Our Board of Directors has nominated 10 directors, who, if elected by shareholders at our annual meeting, will be expected to serve until next year’s annual meeting.
OVERVIEW:SHAREHOLDERENGAGEMENTANDCHANGESMADETO COMPENSATION & GOVERNANCEimage_4.jpg
RECOMMENDATION:
Vote FOR all nominees



2024 PROXY STATEMENT7
6
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT



MR. DIMON’S 2015 COMPENSATION REFLECTS EXCEPTIONAL MULTI-YEAR PERFORMANCE
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
The Board’s decision to increase Mr. Dimon’s 2015 compensation to $27.0 million (vs. $20.0 million in 2014) reflects his outstanding performance against four broad performance categories, which the Board uses to assess his performance, including:
Business Results: Exceptional multi-year performance, including strong financial results and substantial progress on long-term objectives such as business simplification, optimization of the balance sheet, reduction of the GSIB surcharge and expense reduction. Additionally, the Firm achieved strong 2015 performance, including 13% ROTCE, record net income, and record EPS.
Risk & Control: Significant enhancements to our control environment, improving both the effectiveness and efficiency, and reinforcement of our Firm culture, by embedding our corporate standards throughout the employee life cycle.Key factors for shareholder consideration
Customer & Clients: Market leadership of our four franchises through significant investments in product innovation and leading edge technologies.
People Management & Leadership: Significant investment in our people, including enhancing diversity programs, building a pipeline of leaders, and developing outstanding talent across the organization.
The Board considered several other factors, some of which are set forth on pages 50-52 of this proxy statement.
1
Director nominees, Director independence & recruitment
Nominees have executive experience and skills aligned with the Firm’s business and strategy
Ongoing recruitment and refreshment promote a balance of experience and fresh perspective
04_426713-1_gfx_keyfactors.jpg
Pages
CEO COMPENSATION IS ALIGNED WITH LONG-TERM PERFORMANCE
Variability in Mr. Dimon’s pay over the last eight years illustrates our commitment to paying for performance
2Board governance
Lead Independent Director facilitates independent oversight of management
Board conducts an annual self-assessment and review of its leadership structure
Board carries out a significant portion of its oversight responsibilities through its principal standing committees, allowing more in-depth attention devoted to overseeing key issues. Each of these committees consists solely of independent members of the Board
Pages
3Board oversight of the business and affairs of the Firm
Board sets the cultural “tone at the top”
Board actively oversees the business and affairs of the Firm based on sound governance practices and effective leadership structure
Board reviews and approves the Firm's annual strategic plan, and oversees strategic objectives
Board oversees the Firm’s financial performance and condition
Board oversees the Firm's risk management and internal control frameworks
Board evaluates CEO performance and compensation and oversees succession planning for the CEO and talent management for other senior executives
Pages
*The Board significantly reduced Mr. Dimon’s pay in response to Chief Investment Office (“CIO”) trading losses.
4Board engagement with the Firm’s stakeholders
In 2023, we solicited feedback through approximately 200 engagements with 120 shareholders that represented 50% of the Firm’s outstanding common stock, in addition to other key stakeholder listening and learning sessions. Our engagements with shareholders focused on board and management succession planning, executive compensation, technology, including artificial intelligence, cybersecurity and the Firm's sustainability efforts, including its climate strategy and progress, in addition to a variety of discussions on the Firm’s strategy and its financial and operating performance. We also conducted engagement sessions with leading proxy advisory firms. Our Lead Independent Director participated in a number of these discussions, as appropriate.
Pages27-28



JPMORGAN CHASE & CO.   2016
82024 PROXY STATEMENT   7






8    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT
















Proposal 1:
Election of Directors






Our Board of Directors has nominated 11 directors, who, if elected by shareholders at our annual meeting, will be expected to serve until next year’s annual meeting. All nominees are currently directors.
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
RECOMMENDATION:
Vote FOR all nominees





Director nominees
JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    9image_0.jpg



Proposal 1 — Election of directors
Board governance
image_0.jpg
Board oversight
image_0.jpg
EXECUTIVE SUMMARY
Board engagement
1. Director nominees
Our directors
The Board hasis responsible for overseeing management and promoting sound corporate governance on behalf of shareholders. JPMorgan Chase seeks director candidates who uphold the highest standards, are committed to the Firm’s values and are strong independent stewards of the long-term interests of shareholders, employees, customers, suppliers and communities in which we work. The Board, including the Corporate Governance & Nominating Committee (“Governance Committee”), considers Board composition holistically, with a focus on recruiting directors who have the qualities required to effectively oversee the Firm, including its present and future strategy. The Board seeks directors with expertise in executive fields who will bring experienced and fresh perspectives and insight, and come together to effectively challenge and provide independent oversight of management. The Board looks for candidates with a diversity of experiences, backgrounds, perspectives and viewpoints.
The individuals presented on the following pages have been nominated 11 directors for election atbecause they possess the skills, experience, personal attributes and tenure needed to guide the Firm’s strategy, and to effectively oversee the Firm’s risk management and internal
control frameworks, and management’s execution of its responsibilities.
In the biographical information about our director nominees that follows, the ages indicated are as of May 21, 2024, and the other information is as of the date of this year’sproxy statement. There are no family relationships among the director nominees or between any director nominee and any executive officer.
Timothy P. Flynn, who has served as a director of the Firm since 2012, and Michael A. Neal, who has served as a director of the Firm since 2014, have decided to retire from the Board and are not standing for re-election when their terms expire on the eve of this year's annual meeting to hold office until the next annual meeting.
All of the nominees are currently directors and were elected toof the Board by our shareholders at our 2015 annual meeting, each with the support of more than 95% of votes cast.Firm. Each nominee has agreed to be named in this proxy statement and, if elected, to serve if elected. All of the nomineesa one-year term expiring at our 2025 annual meeting.
Directors are expected to attend our May 17, 2016, annual meeting.
We know of no reason why anyshareholder meetings. All 12 directors serving on our Board at the time of the nominees would be unable or unwilling to serve if elected. However, if any2023 annual meeting attended the meeting.
QUALIFICATIONS AND ATTRIBUTES
When recruiting and selecting candidates, the Board considers a wide range of attributes, executive experience and skills. Below are brief summaries of the key qualifications of our director nominees. The following page provides a matrix of Board qualifications and other attributes.
All of our nominees possess: independent perspective, integrity, judgment, strong work ethic, strength of conviction, collaborative approach to engagement, inquisitiveness and willingness to appropriately challenge management
Finance and
Accounting
Knowledge of or experience in accounting, financial reporting or auditing processes and standards is important to effectively oversee the Firm’s financial position and condition and the accurate reporting thereof, and to assess the Firm’s strategic objectives from a financial perspective
Financial ServicesExperience in the financial services industry, including investment banking, asset management, global financial markets or consumer products and services, or work with the industry in an advisory or policy-making capacity, is important to evaluate the Firm’s business model, strategies and the industry in which we compete
International Business OperationsExperience in diverse geographic, political and regulatory environments is important to effectively oversee the Firm as it serves customers and clients across the globe
Leadership of a Large, Complex OrganizationExecutive experience managing business operations and strategic planning is important to effectively oversee the Firm’s complex worldwide operations
Human Capital ManagementExperience in human capital management, including senior executive development, succession planning and compensation matters, helps the Board to effectively oversee the Firm’s efforts to recruit, retain and develop key talent and provide valuable insight in determining compensation of the CEO and other executive officers
Public Company GovernanceKnowledge of public company governance matters, policies and best practices assists the Board in considering and adopting applicable corporate governance practices, interacting with stakeholders and understanding the impact of various policies on the Firm’s functions
TechnologyExperience with or oversight of innovative technology, cybersecurity, information systems/data management, information security, fintech or privacy is important in overseeing the security of the Firm’s operations, assets and systems as well as the Firm’s ongoing investment in and development of innovative technology
Regulated IndustriesExperience with regulated businesses, regulatory requirements and relationships with global regulators is important because the Firm operates in a heavily regulated industry
Risk Management and ControlsSkills and experience in assessment and management of business and financial risk factors is important to effectively oversee risk management and understand the most significant risks facing the Firm
ESG Matters
Experience with ESG-related matters is important to provide effective oversight of efforts to assess and manage potential risks and opportunities in relation to our ESG-related business strategy, including advancing inclusive growth, promoting sustainable development and supporting our clients with their transition to a low-carbon economy

2024 PROXY STATEMENT9JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
BOARD DIVERSITY AND EXPERIENCE MATRIX1
10 Director Nominees:
 
gfx_directorsnames-burke.jpg
gfx_directorsnames-bammann.jpg
gfx_directorsnames-combs.jpg
gfx_directorsnames-davis.jpg
gfx_directorsnames-dimon.jpg
gfx_directorsnamesgorsky.jpg
gfx_directorsnames-hobson.jpg
gfx_directorsnames-novakovic.jpg
gfx_directorsnames-rometty.jpg
gfx_directorsnames-weinberger.jpg
Qualifications
Finance and Accounting
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
Financial Services
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
International Business Operations
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
 pg13_icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
Leadership of a Large,
Complex Organization
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
Human Capital Management
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
Public Company Governance
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
Technology
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
Regulated Industries
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
Risk Management and Controls
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
ESG Matters
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 icon-check.jpg 
 icon-check.jpg 
Background
Gender
Male
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
Female
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
Non-binary 
Race/Ethnicity
American Indian or Alaska Native
Asian
Black or African American
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
Hispanic or Latino
Native Hawaiian or other Pacific Islander
White
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
Two or more races or ethnicities
LGBTQ+
Heterosexual
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
 pg13_icon-check.jpg 
LGBTQ+
Military Status
Reservist and/or National Guard
Veteran/Prior Military Service
 pg13_icon-check.jpg 
Age/Tenure
Age65685355686355666662
Years on the Board2011822026441
1The information in the Board Diversity and Experience Matrix was provided by the nominees. The race and ethnicity information is unavailablebased on U.S. Equal Employment Opportunity race/ethnicity categories.
JPMORGAN CHASE & CO.102024 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
headshot_stephenbburke.jpg
Stephen B. Burke
Retired Chairman and Chief Executive Officer of NBCUniversal, LLC
Lead Independent Director since 2021
Age: 65
Director since: 2004
Committees:
Compensation & Management Development Committee(Chair)
Corporate Governance & Nominating Committee
Qualification Highlights
Public Company Governance: As an experienced board member and executive, brings valuable insight on corporate governance best practices and effective engagement with diverse stakeholders
Human Capital Management: Brings a balanced perspective on executive development, succession planning and compensation matters
Leadership of a Large, Complex Organization: Experience managing a complex, global business, including setting and executing long-term strategic direction
Finance and Accounting: Strong financial acumen gained through executive roles
Career Highlights
Comcast Corporation/NBCUniversal, LLC, leading providers of entertainment, information and communication products and services
Senior Advisor, Comcast Corporation (since 2021)
Chairman of NBCUniversal, LLC and NBCUniversal Media, LLC (2020)
Senior executive officer of Comcast Corporation (2011-2020)
Chief Executive Officer and President of NBCUniversal, LLC and NBCUniversal Media, LLC (2011-2019)
Chief Operating Officer, Comcast (2004–2011)
President, Comcast Cable Communications Inc. (1998–2010)
Education
Graduate of Colgate University
M.B.A., Harvard Business School
Other U.S.-Listed Public Company Directorships Within the Past Five Years
Snowflake Inc. (since 2023)
Berkshire Hathaway Inc. (since 2009)
Other Experience
Chairman, Children's Hospital of Philadelphia
pg14_bammannl.jpg
Linda B. Bammann
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.
Age:68
Director since:2013
Committees:
Risk Committee (Chair)
Compensation & Management Development Committee
Qualification Highlights
Risk Management and Controls: Retired risk management executive with deep experience in assessing and managing financial risk
Financial Services: Wide-ranging experience in the financial services sector, including with respect to capital markets and consumer financial products
Regulated Industries: Significant experience navigating the financial services regulatory landscape and engaging with regulators
Human Capital Management: Brings valuable insight on succession planning and senior executive development matters
Career Highlights
JPMorgan Chase & Co. (merged with Bank One Corporation in 2004)
Deputy Head of Risk Management (2004–2005)
Chief Risk Management Officer and Executive Vice President, Bank One Corporation (2001–2004)
Senior Managing Director, Bank One Capital Markets (2000–2001)
Education
Graduate of Stanford University
M.A., Public Policy, University of Michigan
Other U.S.-Listed Public Company Directorships Within the Past Five Years
None
Other Experience
Former Board Member, Risk Management Association
Former Chair, Loan Syndications and Trading Association
Board Member, Travis Mills Foundation
Senior Advisor, The Brydon Group


2024 PROXY STATEMENT11JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
pg15_combst.jpg
Todd A. Combs
Chairman, President and Chief Executive Officer of GEICO and
Investment Officer at Berkshire Hathaway Inc.
Age: 53
Director since: 2016
Committees:
Corporate Governance & Nominating Committee (Chair)
Compensation & Management Development Committee
Qualification Highlights
Public Company Governance: As Investment Officer at Berkshire Hathaway, brings a rigorous investor perspective to public company governance practices and their effect on shareholder interests
Human Capital Management: Deep experience and insight into management succession planning and compensation matters as President and CEO of GEICO and through service on Berkshire Hathaway subsidiary boards
Financial Services: Investment management and financial markets expertise through more than two decades of executive experience
Regulated Industries: Experience managing complex governmental and regulatory matters as the CEO of a business in the highly regulated insurance industry
Career Highlights
Berkshire Hathaway Inc., a holding company whose subsidiaries engage in a number of diverse business activities including finance, insurance and reinsurance, and utilities and energy
Chairman, President and Chief Executive Officer, GEICO, a subsidiary of Berkshire Hathaway (since 2020)
Investment Officer (since 2010)
Castle Point Capital Management, an investment management firm
Chief Executive Officer and Managing Member (2005–2010)
Education
Graduate of Florida State University
M.B.A., Columbia Business School
Other U.S.-Listed Public Company Directorships Within the Past Five Years
None
Other Experience
Board Member, Precision Castparts Corp.
Board Member, Duracell Inc.
Board Member, Charter Brokerage LLC
pg15-nominees_abdavis.jpg
Alicia Boler Davis
Chief Executive Officer of Alto Pharmacy, LLC
Age: 55
Director since: 2023
Committees:
Risk Committee
Qualification Highlights
Risk Management and Controls: Expertise in risk management and controls matters gained from experience in senior executive roles
Technology: Insight into the development and deployment of innovative technology including through her experience leading Amazon’s worldwide network of customer service operations, and robotics and technology
Regulated Industries: Strong understanding of regulatory processes and the ability to effectively navigate the regulatory landscape as CEO of a business in a highly regulated industry
International Business Operations: Wide-ranging experience in overseeing businesses with global operations, customers and stakeholders
Career Highlights
Alto Pharmacy, LLC, a digital pharmacy
Chief Executive Officer (since 2022)
Amazon.com, Inc., a global e-commerce company
Senior Vice President, Global Customer Fulfillment (2021-2022)
Senior Team Member (2020-2022)
Vice President, Global Customer Fulfillment (2019-2021)
The General Motors Company, a multinational automotive manufacturing company
Executive Vice President, Global Manufacturing and Labor Relations (2016-2019)
Other U.S.-Listed Public Company Directorships Within the Past Five Years
General Mills, Inc. (2016 - 2019)
Other Experience
Trustee, Northwestern University
Former Board Member, Beaumont Health Systems
Former Board Member, CARE House of Oakland County
Education
Graduate of Northwestern University
Master of Science and Honorary Doctor of Engineering, Rensselaer Polytechnic Institute
M.B.A., Indiana University
JPMORGAN CHASE & CO.122024 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
05_426713-1_photo_pg. 13_James Dimon.jpg
James Dimon
Chairman and Chief Executive Officer of JPMorgan Chase & Co.
Age: 68
Director since: 2004 and Chairman of the Board since 2006
Qualification Highlights
Financial Services: Experienced leader in the financial services industry with deep knowledge of all aspects of the Firm’s business activities
Leadership of a Large, Complex Organization: Leadership of JPMorgan Chase and its predecessors for election,more than two decades, with a track record of growth, market leadership, and focus on the proxies intendFirm’s clients
Human Capital Management: Unique insight into all aspects of recruitment, retention, and development of key talent and succession planning for senior executives
Regulated Industries: In-depth experience in responding to vote your common stock for any substitute nominee proposed byan evolving regulatory landscape and cultivating constructive relationships with regulators and government leaders around the world
International Business Operations: Executive management of business operations that serve customers and clients in 100+ global markets and across diverse geographic, political and regulatory environments
Career Highlights
JPMorgan Chase & Co. (merged with Bank One Corporation in 2004)
Chairman of the Board (since 2006) and Director (since 2004); Chief Executive Officer (since 2005)
President (2004–2018)
Chief Operating Officer (2004–2005)
Chairman and Chief Executive Officer at Bank One Corporation (2000–2004)
Education
Graduate of Tufts University
M.B.A., Harvard Business School
Other U.S.-Listed Public Company Directorships Within the Past Five Years
None
Other Experience
Member of Board of Deans, Harvard Business School
Director, Catalyst
Member, Business Roundtable
Member, Business Council
Trustee, New York University School of Medicine
pg16-nominees_agorsky.jpg
Alex Gorsky
Retired Chairman and Chief Executive Officer of Johnson & Johnson
Age:63
Director since:2022
Committees:
Risk Committee
Qualification Highlights
Finance and Accounting: Deep understanding of financial reporting standards and oversight of enterprise financial condition from experience as CEO of Johnson & Johnson
Technology: Expertise in overseeing innovative technologies, information security, and privacy issues through executive and board positions
International Business Operations: Seasoned executive experience operating in diverse geographic, political and regulatory environments
Public Company Governance: Broad governance expertise through public company board service and as former Chair of the Business Roundtable's Corporate Governance Committee
Career Highlights
Johnson & Johnson, a global healthcare company
Executive Chairman (2022)
Chairman, Chief Executive Officer, Chairman of the Executive Committee (2012-2021)
Worldwide Chairman of the Surgical Care Group and the Medical Devices and Diagnostics Group and member of the Executive Committee (2009)
Company Group Chairman, Ehticon (2008-2009)
Novartis Pharmaceuticals Corporation, a multinational medicines company
Head of North America pharmaceutical business (2004-2008)
Education
Graduate of the U.S. Military Academy at West Point
M.B.A., The Wharton School of the University of Pennsylvania
Other U.S.-Listed Public Company Directorships Within the Past Five Years
Apple Inc. (since 2021)
IBM (since 2014)
Johnson & Johnson (2012-2022)
Other Experience
Board Member, Neurotech Pharmaceuticals, Inc.
Board Member, Travis Manion Foundation
Board Member, National Academy Foundation
Board Member, Wharton Board of Overseers
Former Trustee, NewYork-Presbyterian Hospital
Former Member and Chairman of the Corporate Governance Committee of the Board of Directors.Business Roundtable
We believe that each nominee has the skills,

2024 PROXY STATEMENT13JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
pg17_hobsonm.jpg
Mellody Hobson
Co-Chief Executive Officer and President of Ariel Investments, LLC
Age:55
Director since:2018
Committees:
Public Responsibility Committee (Chair)
Risk Committee
Qualification Highlights
Financial Services: Co-CEO and President of Ariel Investments, LLC with over three decades of experience in asset management
Risk Management and Controls: Deep understanding of risk management developed through C-suite positions at Ariel and current and prior service on public company boards
ESG Matters: A recognized leader in civic and industry associations with focus on financial education and inclusive economic growth
Public Company Governance: Significant corporate governance experience and personal qualitiesinsights gained from roles at Ariel Investments, LLC and through service on other public company boards
Career Highlights
Ariel Investments, LLC, a private global asset management firm
Co-Chief Executive Officer (since 2019)
President and Director (since 2000)
Chairman of the Board seeksof Trustees of Ariel Investment Trust, a registered investment company (since 2006)
Education
Graduate of the School of Public and International Affairs at Princeton University
Other U.S.-Listed Public Company Directorships Within the Past Five Years
Starbucks Corporation — Chair (since 2021); Vice Chair (2018-2021); member (since 2005)
Other Experience
Chair, After School Matters
Board of Governors and Executive Committee, Investment Company Institute
Ex Officio/Former Chair, The Economic Club of Chicago
Former Vice Chair, World Business Chicago
Former regular contributor and analyst on finance, the markets and economic trends for CBS News
03_426713-1_photo_novakovic.jpg
Phebe N. Novakovic
Chairman and Chief Executive Officer of General Dynamics Corporation
Age: 66
Director since: 2020
Committees:
Audit Committee
Public Responsibility Committee
Qualification Highlights
Technology: In-depth understanding and experience overseeing innovative technology, information security, data management systems and other technology-related matters as Chairman and CEO of General Dynamics and a former director of Abbott Laboratories
Finance and Accounting: Strong background in overseeing strategic objectives from a financial perspective gained through executive leadership roles
ESG Matters: Unique perspective on ESG-related matters gained through leadership roles in the public and private sectors
Leadership of a Large, Complex Organization: Trusted leader with experience in various senior officer positions at a global public company
Career Highlights
General Dynamics Corporation, a global aerospace and defense company
Chairman and Chief Executive Officer (since 2013)
President and Chief Operating Officer (2012)
Executive Vice President, Marine Systems (2010-2012)
Senior Vice President, Planning and Development (2005-2010)
Vice President (2002-2005)
Education
Graduate of Smith College
M.B.A., The Wharton School of the University of Pennsylvania
Other U.S.-Listed Public Company Directorships Within the Past Five Years
General Dynamics Corporation — Chairman (since 2013); member (since 2012)
Abbott Laboratories (2010-2021)
Other Experience
Chairman of the Board of Directors, Association of the United States Army
Chairman of the Board of Trustees, Ford's Theatre
Director, Northwestern Memorial Hospital
Member, Business Roundtable

JPMORGAN CHASE & CO.142024 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
Ginni black photo.jpg
Virginia M. Rometty
Retired Executive Chairman, President and Chief Executive Officer of IBM
Age: 66
Director since: 2020
Committees:
Compensation & Management Development Committee
Corporate Governance & Nominating Committee
Qualification Highlights
Technology: Exceptional leader in the technology sector with deep knowledge of innovative technology, information security and data management gained through four decades at IBM
Public Company Governance: Extensive public company governance experience as Chairman of IBM
Human Capital Management: C-suite and director positions at both public and private companies provide comprehensive understanding of human capital management matters
International Business Operations: In-depth experience managing international business operations as CEO of IBM and in senior oversight and advisory roles including with respect to international trade and global supply chain matters
Career Highlights
IBM, a global information technology company
Executive Chairman (2020)
Chairman, President and Chief Executive Officer (2012-2020)
Education
Graduate of Northwestern University
Other U.S.-Listed Public Company Directorships Within the Past Five Years
IBM (2012-2020)
Other Experience
Member, Board of Directors, Cargill
Member, Mitsubishi UFJ Financial Group Global Advisory Board
Trustee, Brookings Institution
Member, BDT Capital Advisory Board
Co-Chair, OneTen
Member, Council on Foreign Relations
Member and Trustee, Peterson Institute for International Economics
Vice Chairman, Board of Trustees, Northwestern University
Board of Trustees, Memorial Sloan-Kettering Cancer Center
Former Member, Business Roundtable
Former Member, President’s Export Council
weinberger photo rectangular.jpg
Mark A. Weinberger
Retired Global Chairman and Chief Executive Officer of Ernst & Young LLP (“EY”)
Age: 62
Director since: 2024
Committees:
Audit Committee
Qualification Highlights
Finance and Accounting: Distinctive expertise in finance, tax and accountancy from leadership roles in those fields for over three decades prior to his retirement
ESG Matters: Unique perspective gained through leadership roles at JUST Capital, Council for Inclusive Capitalism and World Economic Forum
Leadership of a Large, Complex Organization: Led over 270,000 people in over 150 countries as the former CEO of EY
Regulated Industries: Comprehensive experience in a highly regulated industry combined with government policy and legislative positions
Career Highlights
EY, a leading global professional services organization providing assurance, consulting, strategy and transactions, and tax services
Global Chairman and Chief Executive Officer (2013–2019)
Member, Global Executive Board (2008–2019)
U.S. Government, appointments by four presidential administrations
Member, President's Strategic and Policy Forum (2017)
Member, President's Infrastructure Task Force (2015–2016)
Assistant Secretary, U.S. Department of Treasury (Tax Policy) (2001–2002)
Member, U.S. Social Security Administration Advisory Board (2000)
Chief Tax and Budget Counsel, U.S. Senate (1991–1994)
Education
Graduate of Emory University
M.B.A. and J.D., Case Western Reserve University
Master of Laws in Taxation, Georgetown University Law Center
Other U.S.-Listed Public Company Directorships Within the Past Five Years
Johnson & Johnson (since 2019)
MetLife, Inc. (since 2019)
Accelerate Acquisition Corp. (2021–2022)
Non-U.S.-Listed Public Company Directorships Within the Past Five Years
Saudi Arabian Oil Co. (Saudi Aramco) (since 2019)
Other Experience
Board Member, JUST Capital
Board Member, National Bureau of Economic Research
Advisor and Member, Council for Inclusive Capitalism
Former Member of the International Business Council and Global Agenda Steward for Economic Progress, World Economic Forum


2024 PROXY STATEMENT15JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
Director independence
All of the Firm’s non-management Board members are independent, under both the New York Stock Exchange ("NYSE") corporate governance listing standards and the Firm’s independence standards as set forth in its directorsGovernance Principles.
To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must have affirmatively determined that he or she has no material relationships with JPMorgan Chase, either directly or as a partner, shareholder or officer of another organization that has a relationship with the combinationFirm.
In assessing the materiality of these nominees creates an effectiverelationships with the Firm, the Board considers relevant facts and well-functioning Board with a diversitycircumstances. Given the nature and broad scope of backgrounds, experiencesthe products and skill sets that together serveservices provided by the best interestsFirm, there are from time to time ordinary course of business transactions between the Firm and our shareholders.
a director, his or her immediate family members, or principal business affiliations. These may include, among other relationships: extensions of credit; provision of other financial and financial advisory products and services; business transactions for property or services; and charitable contributions made by the JPMorgan Chase Foundation or the Firm to a nonprofit organization of which a director is an officer. The Board reviews these relationships to assess their materiality and determine if any such relationship would impair the independence and judgment of Directors is responsible for overseeing management and providing sound governance on behalf of shareholders. Risk management oversight is a key priority.the relevant director. The Board carries outconsidered:
Consumer credit: credit cards and other lines of credit and loans for directors Bammann, Burke, Combs, Flynn, Hobson, Neal, Novakovic, Weinberger and/or their immediate family members
Wholesale/commercial credit: extensions of credit and other financial and financial advisory products and services provided to: Berkshire Hathaway Inc., for which Mr. Combs is an Investment Officer, and its responsibilities through, among other things, highly capable independent directors,subsidiaries; Alto Pharmacy, LLC, for which Ms. Davis is the Lead Independent Director,Chief Executive Officer, and its subsidiaries; Ariel Investments, LLC, for which Ms. Hobson is Co-Chief Executive Officer and President, and its subsidiaries, affiliates and funds; certain entities wholly-owned by Ms. Hobson’s spouse and trusts for which such spouse serves as trustee; General Dynamics Corporation, for which Ms. Novakovic is Chairman and Chief Executive Officer, and its subsidiaries; Louis Dreyfus Company B.V., for which a strong committee structuresibling of Mrs. Rometty serves as the Trading Operations Officer and adherenceCotton Platform Head, and its subsidiaries; and Hearthside Food Solutions, LLC, for which a sibling of Mrs. Rometty serves as Chief Executive Officer, and its affiliates
Goods and services: purchases from Berkshire Hathaway and subsidiaries of private aviation services and professional services related to our Corporate Governance Principles. the Firm’s corporate-owned aircraft; and purchases of corporate aircraft and associated maintenance services and parts provided by General Dynamics subsidiaries
The Board, conducts an annual assessment aimed at enhancing its effectiveness, as describedhaving reviewed the relevant relationships between the Firm and each non-management director, determined, in accordance with the NYSE’s listing standards and the Firm’s independence standards, that each non-management director (Linda B. Bammann, Stephen B. Burke, Todd A. Combs, Alicia Boler Davis, Timothy P. Flynn, Alex Gorsky, Mellody Hobson, Michael A. Neal, Phebe N. Novakovic, Virginia M. Rometty, and Mark A. Weinberger) had only immaterial relationships with JPMorgan Chase and accordingly is independent.
All directors who served on page 26the Audit and Compensation & Management Development Committees of this proxy statement.the Board were also determined to meet the additional independence and qualitative criteria of the NYSE listing standards applicable to directors serving on those committees. For more information about the committees of the Board, see pages 21-23.
JPMORGAN CHASE & CO.162024 PROXY STATEMENT

DIRECTOR NOMINATION PROCESS
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
As specified in its charter,Director recruitment
The Governance Committee oversees the Board’s Corporate Governance & Nominating Committee (“Governance Committee”) overseesongoing evaluation of candidates for Board membership and the candidate nomination process, which includes the evaluation of both existing Board members and new candidates for Board membership. process.
pg20_arrow.jpg
pg20_arrow.jpg
BOARD REVIEWS
ITS NEEDS
CANDIDATE
RECOMMENDATIONS
ASSESSMENT

The Board considers its composition and needs holistically, determining the diversity of experiences, backgrounds, perspectives and viewpoints required to effectively oversee the Firm, including its present and future strategy.The Governance Committee solicits candidate recommendations from shareholders, directors, and management and, from time to time, has been assisted by a third-party advisor in identifying qualified candidates.
The Governance Committee considers the following in evaluating prospective directors, among other items:
The Firm’s Governance Principles
The Firm’s strategy, risk profile and current Board composition
Candidate’s specific skills and experiences based on the needs of the Firm
Candidate's contribution to Board diversity in experiences, backgrounds, perspectives and viewpoints
pg20_arrow.jpg
pg20_arrow.jpg
pg20_arrow.jpg
FULL BOARD CONSIDERATIONCANDIDATE MEETINGS
The Governance Committee puts the candidate forward for consideration by the full Board.The potential nominee meets with the Governance Committee, Lead Independent Director, Chair of the Board, other members of the Board and senior management, as appropriate.
The Governance Committee recommendsis engaged in an ongoing recruitment process designed to build a strong pipeline of prospective directors for the near and long term. This includes candidates who are not available for board membership immediately but may become available in the future, such as candidates whose current professional commitments preclude board service and emerging leaders who require more experience. Often the Board works to develop a relationship with prospective candidates, becoming familiar with their skills and effectiveness, before the candidate is formally considered. The Board looks to recruit those who will contribute individually, and it seeks to balance skills, experience, personal attributes and tenure. All candidates recommended to the Governance Committee are evaluated based on the same standards outlined above.
The Firm's By-laws also provide for a right of proxy access. Our By-laws enable shareholders, under specified conditions, to include their nominees for election as directors in the Firm's proxy statement. Under these provisions, a shareholder group of up to 20 shareholders who have continuously owned at least 3% of the Firm’s outstanding shares for at least three years may nominate up to 20% of the Board (but in any event at least two directors). For further information, see page 112.
Recent board refreshment
Since our last annual shareholder meeting, the Board elected Mark Weinberger to the Board effective January 2024. The Board used the process described above and took into account the considerations outlined on pages 9-10 and shareholder interest in board refreshment. Mr. Weinberger has been among a slateselect group of candidates for election at each annual meetingindividuals considered as part of shareholders. Thethe Governance Committee’s goal isevaluation of prospective Board members in recent years.
Mr. Weinberger was familiar to put forth a diverse slatenumber of
candidates directors and executives based on his leadership roles at Ernst & Young and his active involvement with a combination of skills, experiencethe World Economic Forum and personal qualities that will well serve the Boardother economic, government and its committees, our Firm and our shareholders. The Governance Committee considers all relevant attributes of each Board candidate, including professional skills, experience and knowledge, as well as gender, race, ethnicity, nationality and background.
Director succession is also a focusbusiness roles. Members of the Governance Committee suggested that he be considered as a prospective candidate. They met with him and reviewed his qualifications including his distinctive expertise in finance, tax and accountancy as a leader in those fields for over three decades prior to his retirement. His executive experience and skills were among the Board's recruitment priorities as they complement the Board's existing composition and support effective oversight of the Firm's strategy. The Committee also reviewed his constructive personal attributes and independence, and recommended his election by the Board.
For more information on Mr. Weinberger's qualifications, see page 15.

2024 PROXY STATEMENT17JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
Director re-nomination
The Governance Committee seeksalso oversees the re-nomination process. In determining whether to maintain an appropriate balance of Board refreshment and Firm experience. In service of this goal, the Firm maintainsre-nominate a director retirementfor election at our annual meeting, the Governance Committee reviews each director, considering:
image_9.jpg
Retirement policy that requires any
Our Governance Principles require a non-management director to offer not to stand for re-election in each calendar year following a year in which the director will be 72 or older. The Board (other than the affected director) then determines whether or not to accept the offer. In 2015, the Board updated this policy by affirmatively stating its view that directors may make very meaningful contributions to the Board and the Firm well beyond the age of 72. The Board believes that while refreshmentthe appropriate mix of experience and fresh perspectives is an important consideration in assessing Board composition, and the best interests of the Firm are served by being able to taketaking advantage of all available talent, and the Boardevaluations as to director candidacy should not make determinations with regard to membership basedbe determined solely on age.
Consistent with the director retirement policy described above, twoNone of our director nominees Lee R. Raymond and Laban P. Jackson, Jr., offered not to stand for re-electionwill be 72 or older this year. The Board reviewed the offers of Mr. Raymond and Mr. Jackson, taking into account ongoing succession planning for the Board and the contributions of each of them to the Firm’s governance. This review also took into account the results of the annual Board and Committee self-assessment processes. The Board determined that Mr. Raymond and Mr. Jackson each reflects the capability and judgment the Board looks for in a director, that each has broad experience both within and outside the Firm that has been and continues to be of great value to the Board and that their continued service as directors would be in the interests of the Firm’s shareholders. Mr. Raymond brings strong leadership skills as Lead Independent Director and as Chairman of the Compensation & Management Development Committee. Mr. Jackson is active as Chairman of the Audit Committee and takes a



10    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



leading role in liaising with regulators worldwide. Both are also active in shareholder engagement. Following this review, the Board determined (with the affected director abstaining with respect to himself) that both Mr. Raymond and Mr. Jackson should be re-nominated for election as directors and therefore not accept either offer. For specific information on each of Mr. Raymond’s and Mr. Jackson’s qualifications and their individual contributions to the Board, including their Board Committee roles, please see pages 18 and 17, respectively, of this proxy statement. For a description of the annual Board and Committeecommittee self-assessment process, please see page 26 of this proxy statement24.
As part of planning for director succession, the Governance Committee engages in frequent consideration of potential Board candidates and is assisted in identifying potential Board candidates by a third-party advisor. Of the Board’s 10 independent directors, four have joined the Board since 2011.
Candidates for director may be recommended by current Board members, our management, shareholders or third-party advisors. Shareholders who want to recommend a candidate for election to the Board may do so by writing to the Corporate Secretary at: JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017; or by sending an e-mail to the Office of the Secretary at corporate.secretary@jpmchase.com. The Governance Committee considers shareholder-recommended candidates on the same basis as nominees recommended by Board members, management and third-party advisors.
In addition to the nomination process described above, pursuant to new By-law Section 1.10 adopted in January 2016, shareholders meeting certain minimum ownership requirements now have the right, under specified conditions, to include nominees for director in the Firm’s proxy statement. This right of “proxy access” is described in more detail on page 33 of this proxy statement and was adopted by the Board after consideration of a variety of views on the topic, including views gained through the Firm’s engagement with shareholders.


JPMORGAN CHASE & CO.   2016
182024 PROXY STATEMENT   11


The Board of Directors has nominated the 11 individuals listed below for election as directors. All of the nominees are currently serving as directors and all except the CEO are independent. We recommend you vote FOR each director.
The Board has nominated 11 directors: the 10 independent directors and the CEO
           
NOMINEE AGE PRINCIPAL OCCUPATION DIRECTOR SINCE OTHER PUBLIC COMPANY BOARDS (#) 
COMMITTEE MEMBERSHIP1
Linda B. Bammann 60 
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.2
 2013 0 
Public Responsibility;
Directors' Risk Policy
James A. Bell 67 Retired Executive Vice President of The Boeing Company 2011 3 Audit
Crandall C. Bowles 68 Chairman Emeritus of The Springs Company 2006 1 
Audit;
Public Responsibility (Chair)
Stephen B. Burke 57 Chief Executive Officer of NBCUniversal, LLC 
2004
Director of Bank One Corporation from 2003 to 2004
 1 
Compensation & Management Development;
Corporate Governance & Nominating
James S. Crown 62 President of Henry Crown and Company 
2004
Director of Bank One Corporation from 1991 to 2004
 1 Directors' Risk Policy (Chair)
James Dimon 60 
Chairman and Chief Executive Officer of JPMorgan Chase & Co.

 
2004
Chairman of the Board of Bank One Corporation from 2000 to 2004
 0  
Timothy P. Flynn 59 Retired Chairman and Chief Executive Officer of KPMG 2012 1 
Public Responsibility;
Directors' Risk Policy
Laban P. Jackson, Jr. 73 Chairman and Chief Executive Officer of Clear Creek Properties, Inc. 
2004
Director of Bank One Corporation from 1993 to 2004
 0 Audit (Chair)
Michael A. Neal 63 Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital 2014 0 Directors' Risk Policy
Lee R. Raymond
(Lead Independent Director)
 77 Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation 
2001
Director of J.P. Morgan & Co. Incorporated from 1987 to 2000
 0 
Compensation & Management Development (Chair);
Corporate Governance & Nominating
William C. Weldon 67 Retired Chairman and Chief Executive Officer of Johnson & Johnson 2005 2 
Compensation & Management Development;
Corporate Governance & Nominating (Chair)
1CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Principal standing committees
2
Retired from JPMorgan Chase & Co. in 2005





12    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



DIRECTOR CRITERIA
In selecting candidates for director, the Board looks for individuals with demonstrated expertise and success in one or more specific executive disciplines, and personal attributes and diverse backgrounds.
Director nominees
image_0.jpg
Board governance
image_0.jpg
Executive disciplines
Finance and accounting
Board oversight
image_0.jpg
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 controlsBoard engagement
2. Board governance
Personal attributes
Ability to work collaboratively
Integrity
Judgment
Strength of conviction
Strong work ethic
Willingness to engage and provide active oversight
Strong governance practices
TheOur Board is guided by the Firm’s director criteria are also discussed inGovernance Principles, and we adhere to the Commonsense Corporate Governance Principles document available on our website at jpmorganchase.com, underand the headingInvestor Stewardship Group’s Corporate Governance which is under the About Us tab.
NOMINEES’ QUALIFICATIONS AND EXPERIENCE
Principles for U.S. Listed Companies. 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 17, 2016, and all other biographical information is as of the date of this proxy statement.


sound governance practices include:
image_9.jpg
Annual election of all directors by majority vote
image_9.jpg
100% principal standing committee independence
JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    13image_1.jpg
Robust shareholder engagement process, including participation by our Lead Independent Director and semi-annual Board review of investor feedback



Linda B. Bammann, 60                
Image_102.jpg
Ongoing consideration of Board composition and refreshment, including diversity in director succession and annual review of board leadership structure
image_9.jpg
Lead Independent Director with an independent perspective and judgment as well as clearly-defined responsibilities
Director since 2013
Public Responsibility Committee
Directors’ Risk Policy Committee
Retired Deputy Head of Risk Management of JPMorgan Chase
& Co.image_9.jpg
Limits on directors' board and audit committee memberships
image_101.jpg
Executive sessions of independent directors at each regular Board meeting without the presence of the CEO
Image_106.jpg
DIRECTOR QUALIFICATION HIGHLIGHTS
ExperienceDirect Board access to, and regular interaction 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 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, 67                
image_9.jpg
Annual Board and committee self-assessment guided by Lead Independent Director and review of progress on key action items throughout the year
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, 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.



14    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



Crandall C. Bowles, 68                
image_9.jpg
Director since 2006
Audit Committee
Public Responsibility Committee (Chair)
Chairman EmeritusStrong director attendance: each director attended 75% or more 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, 57                
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 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.


JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    15



James S. Crown, 62                    
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 and the University of 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, 60                    
Director since 2004 and Chairmantotal meetings of the Board of Bank One Corporation from 2000 to 2004
Chairman and Chief Executive Officer of JPMorgan Chase & Co.committees on which he or she served during 2023
image_101.jpg
No poison pill
image_110.jpg
Robust anti-hedging and anti-pledging policies
image_9.jpg
Ongoing director education
image_9.jpg
Stock ownership requirements for directors
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.



Our board’s leadership structure
16    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



Timothy P. Flynn, 59                    
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 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 the school’s Board of Trustees.
Laban P. Jackson, Jr., 73                
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.


JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    17



Michael A. Neal, 63                    
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 is a founder of 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 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, 77 (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.



18    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



William C. Weldon, 67                    
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 2013 and of Exxon Mobil Corporation since 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, 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.



JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    19



Corporate governance
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 are approved by the Board and reflect 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 of the Corporate Governance Principles is posted on our website at jpmorganchase.com, under the heading Governance, which is under the About Us 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 throughout the year to: (i) review and, where appropriate, approve strategy, business and financial planning and performance, risk, control and financial reporting and audit matters, compensation and management development, corporate culture and public responsibility matters; and (ii) provide oversight and guidance to, and regularly assess the performance of, 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 thatappropriately allocate authority and responsibility are effectively allocated between the Board and management.
Based on consideration of the factors described on page 20, our Board has determined that combining the roles of Chair and CEO is the most effective leadership structure for the Board at this time. The Board considers itsbelieves the present structure provides the Firm and the Board with strong leadership, structure frequentlyappropriate independent oversight of management, continuity of experience that complements ongoing Board refreshment, and the ability to communicate the Firm's business and strategy to shareholders, clients, employees, regulators and the public in a single voice.
As required by the Firm’s Governance Principles, when the role of the Chair is combined with that of the CEO, the independent directors appoint a Lead Independent Director. Our Lead Independent Director provides a strong counterbalance to the Chair, including by facilitating independent oversight of management, promoting open dialogue among the independent directors during and in between Board meetings, leading executive sessions at each regular Board meeting without the presence of the CEO, and focusing on the Board's priorities and processes.
In March 2024, the independent directors conducted their annual review of the Board’s leadership structure. This review was conducted first by the Governance Committee, which considered the factors on page 20, the Firm’s governance
practices, which include executive sessions of independent directors as part of its succession planning process foreach regularly scheduled Board meeting and the directors’ frequent and open interactions with senior management, and the Board. effectiveness of the Lead Independent Director role. Following its review, the Governance Committee recommended that the Board continue its current leadership structure and that Stephen B. Burke be re-appointed as Lead Independent Director. The independent directors of the Board then conducted their own review, again taking into account the factors on page 20, the Governance Committee’s recommendation and Mr. Burke’s strong performance in the Lead Independent Director role over the course of the prior year, and determined to maintain the current leadership structure with Mr. Burke serving as Lead Independent Director.
The Board formallymaintains the ability to change its leadership structure at any time should it elect to do so and is not limited to its annual review of leadership structure. The Board has a general policy, upon the next CEO transition, that the Chair and CEO positions shall be separate, subject to the Board's determination of the leadership structure that best serves the Firm and its shareholders at that time. This policy is reflected in the Firm's Governance Principles and reinforces the Board's longstanding commitment to independent oversight while also maintaining the Board's ability to fulfill its fiduciary duty to determine the leadership structure that best serves shareholders.

2024 PROXY STATEMENT19JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
Factors the Board considers in reviewing its leadership structure
The Board reviews its leadership structure not less than annually, as part ofand conducted its self-assessment process.most recent review in March 2024, considering the following factors:
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 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,Chair and Lead Independent Director (see table below for detailed information)
The people currently in the roles of Chair and Lead Independent Director and CEOtheir record of strong leadership and performance in their roles
EvaluationThe current composition of the Board
The policies and practices in place to provide independent Board oversight of management (including Board oversight of CEO performance and compensation; regularly heldcompensation, regular executive sessions of the independent directors;directors, Board input into agendas and meeting materials;materials, and Board self-assessment)
The people currently in leadership roles
The Firm’s circumstances, at the time, including its financial performance
The potential impact of particular leadership structures on the Firm’s performance
The Firm’s ability to attract and retain qualified individuals for Firm and Board leadership positions
The views of our stakeholders, including shareholders
Legislative and regulatory developments regarding board leadership structures
Trends in corporate governance, including practices at other public companies, and academic studies on board leadership structures and the impact of leadership structures on shareholder value
Such other factors as the Board may determinedetermines
We continue to address shareholder views about Board leadership structure in our shareholder outreach programRespective duties and regularly shareresponsibilities of the information gathered through this program with the Board.
Our Board, early in 2016, reviewed its leadership structure, taking into consideration the factors outlined aboveChair and feedback from shareholders, and determined that, at the present time, combining the roles of Chairman and CEO, together with a strong Lead Independent Director role, continues to provide the appropriate leadership for and oversight of the Firm and facilitates effective functioning of both the Board



CHAIR
20    JPMORGAN CHASE & CO.    2016 PROXY STATEMENTimage_7.jpg



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:
callingcalls Board and shareholder meetings
image_7.jpg
presidingpresides at Board and shareholder meetings
image_7.jpg
preparingapproves Board 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:
LEAD
INDEPENDENT
DIRECTOR
image_7.jpg
has the authority to call for a Board meeting (as well asor a meeting of independent directors
image_7.jpg
presides at Board meetings in the Chair’s absence or when otherwise appropriate
image_7.jpg
approves agendas and adds agenda items for Board meetings and meetings of independent directors
image_7.jpg
acts as liaison between independent directors ofand the Board) at any time
Chair/CEO
image_7.jpg
preside over Board meetings when the Chairman is absent or his participation raises a possible conflict
approve Board meeting agendas and add agenda items
presidepresides over executive sessions of independent directors which take place at every regularly scheduled in-person Board meeting
image_7.jpg
meet one-on-oneengages and consults with major shareholders and other constituencies, where appropriate
image_7.jpg
provides advice and guidance to the CEO at every regularly scheduled in-person Board meeting
on executing long-term strategy
image_7.jpg
guideguides the annual performance evaluationreview of the Chairman and Chair/CEO
image_7.jpg
guideadvises the CEO of the Board’s information needs
image_7.jpg
guides the annual independent director consideration of CEO compensation
image_7.jpg
guide fullmeets one-on-one with the Chair/CEO following executive sessions of independent directors
image_7.jpg
guides the Board in its consideration of CEO succession issues
image_7.jpg
guideguides the annual self-assessment of the full Board
facilitate communication between management and the independent directors
be available for consultation and communication with shareholders and other constituencies where appropriate
Committee chairs — The Board has a strong committee structure designed for effective and efficient board operations. All committee chairs are independent and are appointed annually by the Board. See page 23 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


JPMORGAN CHASE & CO.   2016
202024 PROXY STATEMENT   21


CORPORATE GOVERNANCE | ELECTION OF DIRECTORS

Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
Board meetings and attendance
CORPORATE GOVERNANCE STRUCTURE
12
Board Meetings
Communication between
meetings as appropriate
8
Executive sessions of
independent directors
Led by Lead Independent Director
43
Meetings of principal
standing committees
9
Meetings of specific
purpose committees
The Board believes the strong Boardconducts its business as a whole and through a well-developed committee structure as shown in adherence to our Governance Principles. The Board has established practices and processes to actively manage its information flow, set meeting agendas and promote sound, well-informed decisions.
Board members have direct access to management and regularly receive information from, and engage with, management during and outside of formal Board meetings.
In addition, the chart below, enhancesBoard and each committee has the authority and resources to seek legal or other expert advice from sources independent of management.
The full Board met 12 times in 2023. For more information on committees, see below. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served in 2023.
Committees of the board
A significant portion of our Board’s oversight responsibilities is carried out through its five independent, principal standing committees: Audit Committee, CMDC, Governance Committee, Public Responsibility Committee ("PRC") and Risk Committee. Allocating responsibilities among committees allows more in-depth attention devoted to the Board’s oversight of the Firm’s management. The Operating Committeebusiness and other management bodies support and escalate matters toaffairs of the Board and its committees.Firm.



22    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



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. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.
The charter of eachEach principal standing committee is postedoperates pursuant to a written charter. These charters are available on our website at jpmorganchase.com, under the heading Governance, which is under the About Us tab.jpmorganchase.com/about/governance/board-committees. Each charter is reviewed at least annually as part of the Board’s and each respective committee’s self-assessment process. During 2015, amendments toself-assessment.
The Board annually reviews the allocation of responsibility among the committees as part of the Board and committee charters included:self-assessment. For more information about the self-assessment process, see page 24.
In March 2015, adding responsibility to approve the appointment, evaluation, compensationEach committee has oversight of specific activities and succession planning forrisk, and engages with the Firm’s General Auditor tosenior management responsible for those areas.
All committee chairs are appointed at least annually by our Board. Committee chairs are responsible for:
Calling meetings of their committees
Approving agendas for their committee meetings
Presiding at meetings of their committees
Serving as a liaison between committee members and the Audit CommitteeBoard, and between committee members and senior management, including the CEO
Working directly with the senior management responsible for the Firm’s Chief Risk Officer to the Directors’ Risk Policy Committeecommittee mandates
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(Timothy P. Flynn, Michael A. Bell, Crandall C. BowlesNeal, Phebe N. Novakovic and Laban P. Jackson, Jr.Mark A. Weinberger) to be an audit committee financial expert in accordance with the definition established by the SEC1, and that Ms. Bammann, the chair of the Risk Committee, has experience in identifying, assessing and managing risk exposures of large, complex financial firms in accordance with rules issued by the Board of Governors of the Federal Reserve System (“Federal Reserve”).
1    In anticipation of his service on the Audit Committee, the Board has determined that Alex Gorsky 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
SEC.
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
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 to: (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”)
Assists the Board 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



2024 PROXY STATEMENT21
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT    23


Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE


Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
Key oversight responsibilities of the principal standing committees of the Board
BOARD OF DIRECTORS
AuditCMDCRiskPRCGovernance
15 meetings in 2023
Oversees:
The independent registered public accounting firm’s qualifications and independence
The performance of the internal audit function and the independent public accounting firm
Management’s responsibilities to ensure that there is an effective system of controls reasonably designed to:
Safeguard the assets and income of the Firm
Ensure integrity of financial statements
Maintain compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations
Internal control framework
Reputational risks and conduct risks within its scope of responsibility
8 meetings in 2023
Oversees:
Development of and succession for key executives
Compensation principles and practices
Compensation and qualified benefit programs
Operating Committee performance assessments and compensation
Firm’s Business Principles, culture and significant employee conduct issues and any related actions
Reputational risks and conduct risks within its scope of responsibility
7 meetings in 2023
Oversees:
Management’s responsibility to implement an effective global risk management framework reasonably designed to identify, assess and manage the Firm’s risks, including:
Strategic risk
Market risk
Credit and investment risk
Operational risk
Applicable primary risk management policies
Risk appetite results and breaches
The Firm’s capital and liquidity planning and analysis
Reputational risks and conduct risks within its scope of responsibility
5 meetings in 2023
Oversees:
Community investing and fair lending practices
Political contributions, major lobbying priorities and principal trade association memberships related to public policy
Sustainability
Consumer practices, including consumer experience, consumer complaint resolution and consumer issues related to disclosures, fees or the introduction of major new products
Reputational risks and conduct risks within its scope of responsibility
8 meetings in 2023
Oversees:
Review of the qualifications of proposed nominees for Board membership
Corporate governance practices applicable to the Firm
The framework for the Board’s self-assessment
Shareholder matters
Board and committee composition
Reputational risks and conduct risks within its scope of responsibility
For more information about committee responsibilities, see Committee Charters available at: jpmorganchase.com/about/governance/board-committees.
Corporate Governance & Nominating Committee
Assists the Board in its oversight of the governance of the Board, including:
Reviewing and recommending proposed nominations for election to the Board
Evaluating the Board’s Corporate Governance Principles and recommending changes
Approving the framework for Board self-assessment
Public Responsibility Committee
Assists the Board in its oversight of the Firm’s positions and practices regarding public responsibility matters and other public policy issues that reflect the Firm’s values and character and impact the Firm’s reputation, including:
Community investment
Fair lending
Sustainability
Consumer practices
Directors’ Risk Policy Committee (“DRPC”)
Assists the Board in its oversight of management’s responsibilities to assess and manage:
The Firm’s credit risk, market risk, structural interest rate risk, principal risk, liquidity risk, country risk and model risk
The governance frameworks or policies for operational risk, compliance risk including fiduciary risk, and reputational risk
Capital and liquidity planning and analysis and approve the Firm’s Risk Appetite Policy and other policies it designates as Primary Risk PoliciesOther standing committees
The Board has two additional standing committees and may establish additional such committees as needed:committees:
Stock Committee
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
Committee: The committee may exercise all the powers of the Board that lawfully may be delegated, but with the
expectation that it wouldwill not take material actions absent special circumstances.
The Board may establish additional standing committees as needed.
Specific Purpose Committeespurpose committees
The Board establishes committeesSpecific Purpose Committees as appropriate to address specific issues (“Specific Purpose Committees”).issues. The Board currently has fourtwo such committees, to provide requiredthe Markets Compliance Committee and the Omnibus Committee. The Markets Compliance Committee provides oversight in connection with certain regulatory orders (“Consent Orders”) issuedmarkets-related matters, including the Deferred Prosecution Agreement entered into with the U.S. Department of Justice to resolve the Firm's precious metals and U.S. Treasuries investigations and issues related to trading venues and trade surveillance data feeds.
The Omnibus Committee reviews matters delegated by the Board of GovernorsBoard.
As the Firm achieves its objectives in a specific area, the work of the Federal Reserve System (“Federal Reserve”) and the Office of the Comptroller of the Currency (“OCC”):
BSA/AML (Bank Secrecy Act/Anti-Money Laundering) Compliance Committee
FX (Foreign Exchange)/Markets Orders Compliance Committee
Sworn Documents Compliance Committee
Trading Compliance Committee
Eachrelevant Specific Purpose Committee formed to provide Consent Order oversight is comprised of two to four independent directors. They meet to provide oversight for specific aspects of our control agendawill be concluded and to monitor progress under action plans developed by management to address the issues identified under the applicable Consent Order.Committee appropriately disbanded.
Additional Specific Purpose Committees may be established from time to time in the future to address otherparticular issues. The Omnibus Demand Committee is a Specific Purpose Committee established to review shareholder demands made in connection with pending or potential shareholder derivative litigation.
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.    2016 PROXY STATEMENT


Table of Contents

BOARD COMMITTEE MEMBERSHIP
AND 2015 MEETINGS
The following table summarizes the membership of the Board’s principal standing committees and Specific Purpose Committees in 2015, and the number of
meetings that were held during 2015. In 2015, the Board met 11 times. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served.
All 2015 nominees were present at the annual meeting of shareholders held on May 19, 2015.

Board committee membership and 2015 meetings
Director Audit 
Compensation &
Management
Development
 
Corporate
Governance &
Nominating
 
Public
Responsibility
 Directors’ Risk Policy 
Specific Purpose Committees 1
Linda B. Bammann       Member Member D,E
James A. Bell Member         A
Crandall C. Bowles Member     Chair   A
Stephen B. Burke   Member Member      
James S. Crown         Chair C
James Dimon            
Timothy P. Flynn       Member Member E
Laban P. Jackson, Jr. Chair         A,B,C,D,F
Michael A. Neal         Member D
Lee R. Raymond 2
   Chair Member     B,D,F
William C. Weldon   Member Chair     B,E,F
Number of meetings
in 2015
 17 6 6 5 8 54
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 - Sworn Documents Compliance Committee
F - Trading Compliance Committee
2
Lead Independent Director





JPMORGAN CHASE & CO.   2016
222024 PROXY STATEMENT   25


Table of Contents

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
Current board committee membership
DirectorAuditCMDCGovernancePRCRisk
Specific
Purpose1
Stephen B. Burke2
ChairMemberA
BOARD’S ROLE IN RISK MANAGEMENT OVERSIGHTLinda B. BammannMemberChairB
Todd A. CombsMemberChairA
Alicia Boler DavisMember
James Dimon
Timothy P. Flynn3
Chair
Alex Gorsky4
Member
Mellody HobsonChairMemberA
Michael A. Neal5
MemberMemberB
Phebe N. NovakovicMemberMember
Virginia M. RomettyMemberMemberA
Mark A. Weinberger6
Member
1The Board’s Specific Purpose Committees in 2023 were:
A – Markets Compliance Committee
B – Omnibus Committee
2Lead Independent Director
3Mr. Flynn is not standing for re-election when his term expires on the eve of this year's annual meeting
4If elected, Mr. Gorsky will serve on the Audit and Public Responsibility Committees, concluding his service on the Risk Committee
5Mr. Neal is not standing for re-election when his term expires on the eve of this year's annual meeting
6If elected, Mr. Weinberger will serve as the Chair of the Audit Committee
Mr. Weinberger was elected to the Board and appointed as a member of the Audit Committee in January 2024. All other directors of the Firm were elected by shareholders in 2023. All of the directors of the Firm comprise the full Boards of JPMorgan Chase Bank, National Association (the “Bank”) and an intermediate holding company, JPMorgan Chase Holdings LLC (the “IHC”). Mr. Burke is the independent Chair of the Board of the Bank; IHC does not have a Chair of the Board.

2024 PROXY STATEMENT23JPMORGAN CHASE & CO.

Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
Board and committee self-assessment
The Board conducts an annual self-assessment aimed at enhancing its effectiveness. Through this practice, including an assessment of its policies, procedures and performance, the Board identifies areas for further consideration and improvement. In assessing itself, the Board takes a multi-year perspective. The Board self-assessment is guided by the Lead Independent Director and is conducted in phases.
Self-assessment framework
The Governance Committee reviews and provides feedback on the annual self-assessment process.
Image_144.jpg
Board and Committee assessments
The Board reviews the actions taken in response to the previous year’s self-assessment and reviews the Board’s performance against regulatory requirements, including its responsibilities under the Office of the Comptroller of the Currency's “Heightened Standards” for large national banks, as well as the Federal Reserve's Supervisory Guidance on Board of Directors' Effectiveness.
Topics addressed in the Board assessment generally include: strategic priorities; Board composition and structure; how the Board spends its time; oversight of and interaction with management; oversight of culture; diversity and talent, and related risk controls framework; committee effectiveness; and specific matters that may be relevant.
Each principal standing committee conducts a self-assessment that includes a review of performance against committee charter requirements and focuses on committee agenda planning and the flow of information received from management. Committee discussion topics include committee composition and effectiveness, leadership, and the content and quality of meeting materials.
Image_145.jpg
One-on-one discussions
The directors hold private individual discussions with the General Counsel using a discussion guide that frames the self-assessment.
The General Counsel and Lead Independent Director review feedback from the individual discussions.
Image_146.jpg
Action items
The General Counsel and Lead Independent Director report the feedback received to the Board.
Appropriate action plans are developed to address the feedback received from the Board and committee assessments. Throughout the year, the Board and committees partner with management to execute and evaluate progress on action items.
Director education
Our director education program focuses on incorporating key strategic and important cross-business issues and is designed to assist Board members in fulfilling their responsibilities. The director education program commences with an orientation program when a new director joins the Board. Ongoing education for all directors is conducted throughout the year through “deep dive” presentations from LOBs, discussions and presentations by subject matter experts and other events. In 2023, directors participated in programs on a number of subjects, including:
deep dive sessions from each LOB covering topics such as products, services, strategy and control environment;
diversity, equity and inclusion ("DEI"), and Racial Equity Commitment;
ESG-related matters, including sustainability and climate risk management;
geopolitical risks;
global philanthropy;
key laws, regulations and supervisory requirements applicable to the Firm;
significant and emerging risks; and
technology, generative AI and large language models, cybersecurity updates and data management.
JPMORGAN CHASE & CO.242024 PROXY STATEMENT

Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
3. Board oversight
The Board is responsible for oversight of the business and affairs of the Firm on behalf of shareholders. It is also responsible for setting the cultural “tone at the top.” Among its core responsibilities, the Board oversees:
Strategy
The Board of Directors oversees the formulation and implementation of the Firm's strategic initiatives and reviews and approves the Firm’s annual strategic plan. Annual strategic plans include evaluation of performance against the prior year’s initiatives, assessment of the current operating environment, refinement of existing strategies and development of new strategic initiatives. Throughout the year, the CEO and senior management provide updates on the Firm’s overall strategic direction, including updates on the opportunities and performance, priorities and implementation of strategies in their respective LOBs and Corporate Functions. These management presentations are the foundation of active dialogue with, and feedback from, the Board about the strategic risks and opportunities facing the Firm and its businesses.
Executive performance, talent management and succession planning
The CMDC reviews the Firm’s performance periodically during the course of the year, and formally, at least annually. The CMDC’s review of the CEO’s performance is presented to the Board in connection with the Board’s review of executive officer annual compensation.
In accordance with our Governance Principles, succession planning is considered at least annually by the non-management directors with the CEO. The CMDC reviews the succession plan for the CEO in preparation for discussion by the Board, with such discussion guided by the Lead Independent Director. These discussions occur with and without the CEO and include consideration of recommendations, evaluations and development plans for potential CEO successors, in addition to ongoing review of the Firm's long-term strategy and analyses of CEO transitions at other companies, among other factors.
The Board is focused on enabling an orderly CEO transition to take place in the medium-term. As part of succession planning, the Board continues to oversee management's development of several Operating Committee members who are well-known to shareholders as strong potential candidates to succeed Mr. Dimon. Individual OC members have been provided with opportunities to gain exposure to different parts of the business and to deepen their leadership experience in new and expanded roles. In January 2024, the Firm announced leadership changes and a streamlined business to continue to position the Firm for the future.
Jennifer Piepszak and Troy Rohrbaugh were named Co-CEOs of the expanded Commercial & Investment Bank, and
Marianne Lake became sole CEO of Consumer & Community Banking ("CCB"). Mary Erdoes remains CEO of Asset & Wealth Management ("AWM"), and Daniel Pinto continues as President and Chief Operating Officer. The Board believes that these senior management changes and new alignment will help the Firm better serve its clients as well as further develop the Firm's most senior leaders. Should the need arise in the near-term, the Board views Mr. Pinto as a key executive who is immediately ready to lead the Firm and fulfill the responsibilities of CEO, as his exceptional leadership capabilities are well-known to our shareholders.
The CMDC also periodically reviews the succession plan for members of the OC other than the CEO to build a robust talent pipeline for specific critical roles. The Board has numerous opportunities to meet with, and assess development plans for, members of the OC and other high-potential senior management leaders. This occurs through various means, including informal meetings, presentations to the Board and its committees, and Board dinners. For further information, see Compensation Discussion and Analysis (“CD&A”) on page 35.
Financial performance and condition
Throughout the year, the Board reviews the Firm’s financial performance and condition, including overseeing management’s execution against the Firm’s capital, liquidity, strategic and financial operating plans.
Reports on the Firm’s financial performance and condition are presented at each regularly scheduled Board meeting. The Firm’s annual Comprehensive Capital Analysis and Review (“CCAR”) submission, which contains the Firm’s proposed plans to make capital distributions, such as dividend payments, stock repurchases and other capital actions, is reviewed and approved prior to its submission to the Federal Reserve. In addition, the Audit Committee assists the Board in the oversight of the Firm’s financial statements and internal control framework. The Audit Committee also assists the Board in the appointment, retention, compensation, evaluation and oversight of the Firm’s independent registered public accounting firm. For further information, see “Risk management and internal control framework" below.
Risk management and internal control framework
Risk is an inherent part of JPMorgan Chase’s business
activities. When the Firm extends a consumer or wholesale loan, advises customers and clients on their investment decisions, makes markets in securities, or offers other products or services, the Firm takes on some degree of risk. The Firm’s overall objective is to manage its businesses,business, and the associated risks, in a manner that balances serving the interests of ourits clients, customers and investors, and protectsprotecting the safety and soundness of the Firm.

2024 PROXY STATEMENT25JPMORGAN CHASE & CO.

Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
The Firm's risk governance framework is managed on a firmwide basis. The Board of Directors providesoversees management’s strategic decisions, and the Board Risk Committee oversees Independent Risk Management (“IRM”) and the Firm’s risk governance framework. Cybersecurity risk is overseen by the full Board, with additional oversight of the relevant risk framework and controls provided by the Audit and Risk Committees. Board committees support the Board’s oversight responsibility by overseeing the risk categories related to such committee’s specific area of focus.
Committee chairs report significant matters discussed at committee meetings to the full Board. Issues escalated to the full Board may be dealt with in several ways, as appropriate, for example: oversight of risk principally throughmay remain with the Directors’ Risk Policy Committee, Audit Committee and, with respect to compensation and other management-related matters, Compensation & Management Development Committee. Eachparticular principal standing committee of the Board, overseesthe Board may establish or direct a Specific Purpose Committee to oversee such matters, or the Board may ask management to present more frequently to the full Board on the issue.
Environmental, social and
governance matters
Oversight of ESG-related matters is an important part of the Board's work in setting the policies and principles that govern our business, including:
the Firm’s governance-related policies and practices;
our systems of risk management and controls;
our investment in our employees;
the manner in which we serve our customers and support our communities; and
how we advance sustainability in our business and operations.
Much of this work is done through the Board's committees. In particular, the PRC provides oversight of the Firm’s positions and practices on public responsibility matters such as community investment, fair lending, consumer practices, sustainability and other public policy issues that reflect the Firm’s values and character and impact its reputation risk issuesamong its stakeholders. Other Board committees consider ESG-related matters within itstheir scope of responsibility.
Directors’ Risk Policy Committee
The DRPC For instance, the CMDC oversees the Firm’s global risk management frameworkFirm's culture, including reviewing employee DEI programs; the Risk Committee considers climate risk; the Governance Committee reviews board diversity and approvesalso considers ESG-related matters raised by shareholders; and 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 itsprovides 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’sFirm's ethical standards, policies, plans and procedures, and with laws and regulations. In addition, the Audit Committee assists thepast year, Board in its oversight of the Firm’s independent registered public accounting firm’s qualifications and independence. committee discussion topics included, among others, sustainability, DEI, Racial Equity Commitment, climate risk management, and reputational risks associated with ESG-related matters.
The independent Internal Audit function at the Firm is headedcommitted to being transparent about our approach to and performance on ESG topics. We publish an annual ESG Report, which provides information on how we are addressing the ESG-related matters that we and our stakeholders view as important to our business. In 2023, we also published a Climate Report, which included extensive disclosure about the Firm's approach to climate-related risks, opportunities and targets. We monitor the evolving disclosure landscape and evaluate which frameworks address our stakeholders' interest. In 2023, our ESG disclosures were informed by the General Auditor, who reports toGlobal Reporting Initiative, Sustainability Accounting Standards Board and the Audit Committee.Task Force on Climate-related Financial Disclosures. The ESG information page on our website is available at jpmorganchase.com/about/governance/esg.

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 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 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: 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 an annual self-assessment. These 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.



26 JPMORGAN CHASE & CO.   2016
262024 PROXY STATEMENT


The Governance Committee periodically appraises the framework for the Board and committee self-assessment processes and the allocation of responsibility among committees.
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
BOARD COMMUNICATION
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
The4. 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, meetsengagement
Our directors meet periodically throughout the year with the Firm’s senior executives, shareholders, employees, regulators, community and organizationsbusiness leaders, and other persons interested in our strategy, performance or business practices.practices, governance, culture and performance. For more information, see the CD&A on pages 35-62.
ShareholderShareholders and other interested parties
We have an active and ongoing approach to 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(e.g., strategy, performance, competitive environment, governance) throughout the year. We interact with 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 shareholderreceive feedback to better tailor the public information we provide to address the interests and inquiries offrom our shareholders and other interested parties. Our shareholder engagement efforts are outlined below.
The Firm interacts and communicates with shareholders 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. We also conduct a formal shareholder outreach program twice a year. This program covers a wide array of topics with a broad group of shareholders and 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 2015, management outreach efforts included the following:
Hosted more than 90 shareholder outreach discussions, covering shareholders representing in the aggregate over 40% of our outstanding common stock - similar to our 2014 outreach program. Topics included:
How we communicate:companyWho we engage:How we engage:
Annual Report
Proxy statement and supplemental filings
SEC filings
Earnings materials
Press releases
Firm website
ESG-related publications, and Firm-hosted events
External events and conferences
Institutional shareholders, including portfolio managers, investment analysts and stewardship teams
Retail shareholders
Fixed income investors and analysts
Sell side and financials-focused analysts
Proxy advisory firms
ESG rating firms
Non-governmental organizations
Industry thought leaders
Community and business leaders
Quarterly earnings calls
Investor meetings and conferences
Shareholder Outreach Program
Annual Meeting of Shareholders
Investor queries to Investor Relations
image_144.jpg
Semiannual Shareholder Outreach Program:
In addition to ad-hoc engagements requested by shareholders, twice a year, we conduct a comprehensive Shareholder Outreach Program focused on topics that include but are not limited to, executive compensation, management succession planning, Board composition and renewal, and shareholder rights. We also discuss and solicit shareholder feedback on the Firm’s approach to technology, including artificial intelligence, cybersecurity and ESG-related matters including climate and DEI
We reached out to more than 200 of our larger shareholders as well as proxy advisory firms to invite them to join engagement sessions with directors, management and other subject matter experts within the Firm. In these meetings, we share information and provide updates on topics of shareholder interest, address shareholder questions and solicit shareholders' perspectives and feedback. Directors participate in these meetings as appropriate
We provide the Board with shareholders' areas of focus and feedback from these engagements sessions
Investor Engagements
Senior Management Engagement
Hosted approximately 28 investor meetings
Presented at approximately 15 investor conferences
Met with shareholders, fixed income holders and other interested parties around the world
Shareholder Engagement
Approximately 200 engagements with 120 shareholders that represented 50% of the Firm's outstanding common stock
Directors participated as appropriate
Frequently discussed topics included:
Board and management succession planning, including recent changes to the Board’s composition and future leadership structure in preparation for CEO succession
The Board's responsiveness to shareholder feedback that led to 89% shareholder support for Say on Pay at the 2023 Annual Meeting
The Firm's sustainability efforts, including its climate strategy and performance
progress
Board composition, skills, diversity and renewal
The Firm’s human capital management, including DEI, and efforts to advance racial equity
The Firm's approach to the dynamic regulatory environment
The Firm's risk management in relation to cybersecurity, geopolitics and macro-economics
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 13 investor conferences in 2015. Members of senior management also held 10 investor trips during 2015 throughout the U.S., as well as international trips to Asia and Europe, during which they met in person with shareholders and other interested parties.
In addition, the Board has endorsed the Shareholder-Director Exchange (SDX) Protocol as a guide for effective, mutually beneficial engagement between shareholders and directors. During 2015, members of the Board met with shareholders to discuss a variety of topics, including the Firm’s strategy, performance, governance and compensation practices.



2024 PROXY STATEMENT27
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT    27


Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE


Director nominees
image_0.jpg
Board governance
image_0.jpg
Board oversight
image_0.jpg
Board engagement
Relationship with regulators
We are committed to transparency and responsiveness in our extensive interactions with our regulators. That means providing them with complete, accurate and timely information and maintaining an open, ongoing dialogue. Our senior leaders, including our Board, continued to commit significant time to meet with our regulators in 2015. Such frequent interaction helps us hear firsthand from regulators and gives us a forum for keeping them well-informed on our businesses.
Our primary U.S. regulators meet with various Board committees and individual Board members to discuss regulators’ expectations on effective Board oversight. In 2015, certain of our independent Board members met with several of our U.S. regulators, including: the Board of Governors of the Federal Reserve System (“Federal Reserve”); the Office of the Comptroller of the Currency (“OCC”); the Federal Deposit Insurance Corporation (“FDIC”), as well as the 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: the Prudential Regulation Authority (“PRA”) and the Financial Conduct Authority (“FCA”) in the United Kingdom; the Hong Kong Monetary Authority (“HKMA”); the China Banking Regulatory Commission (“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.
Communication of our corporate standardsEmployees
The Board has been engaged with managementis committed to maintaining a strong corporate governance culture that instills and enhances a sense of personal accountability on the importancepart of strong corporate standards and the need to reinforce the Firm’s commitment to doing business the right way and to establish a clear and common vocabulary for communicating this commitment.
Our directors frequently engage 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. 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 oversightall of the Firm’s Culture and Conduct programs.employees.
In addition to discussions at Board level engagement on culture and conduct also includes the Audit Committee’s oversight
meetings with senior management about these efforts, our directors participate in events outside of the Code of Conduct programboardroom including meetings with employees that emphasize this commitment. These meetings include employee town halls, LOB and the CMDC’s review and approval of the Firm’s compensation and performance management processes.
Directors also highlight the importance of our corporate standards through participation in less formal settings,leadership team events such as town hallour annual senior leaders’ meetings 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 CommitteeOC and other senior leaders. For more information onIn 2023, members of our Board participated in Regional Director dinners, Firmwide senior leadership events, LOB industry events and Business Resource Groups' ("BRGs") events.
Regulators
Our Board and senior leaders regularly meet with regulators. These interactions help us learn first-hand from regulators about matters of importance to them and their expectations of us. They also provide a forum for the Board and management to keep our regulators well-informed about the Firm’s corporate standards see “Ourperformance and business principles”practices.
Stakeholders
As we strive to deliver value, management engages with our stakeholders, including our customers, suppliers and communities in which we work, on page 32a range of this proxy statement.issues and in a variety of ways. These may include, for example, participation in consumer advisory panels and meetings with policy advocacy groups and nonprofit organizations. We actively seek feedback on key topics to help us better understand what is important to our stakeholders and find ways to deliver value while also navigating financial, legal and regulatory considerations. In recent years, we have engaged in extensive stakeholder outreach pertaining to, among other topics, sustainability and DEI.
ShareholdersManagement shares feedback from these relationships and interested parties who wish to contact ourengagements with the Board, of Directors, anyproviding the Board member, including the Lead Independent Director, any committee chair, or the independent directorswith valuable insights. Board members also participate in engagements with stakeholders through client events, town halls, industry conferences, and shareholder discussions as a group, may mail their correspondence to: JPMorgan Chase & Co., Attention (name of Board member(s)), Office of the Secretary, 270 Park Avenue, New York, NY 10017, or e-mail the Office of the Secretary at corporate.secretary@jpmchase.com.appropriate.
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
282024 PROXY STATEMENT


Table of Contents
CORPORATE GOVERNANCE | DIRECTOR COMPENSATION
Director compensation

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 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, for which Mr. Burke is Chief Executive Officer and a senior executive, respectively; and Henry Crown and Company, for which Mr. Crown is President, and other Crown family-owned entities
Goods and services: 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,recommendations, the Governance Committee annually reviews the Board’s responsibilities and also the compensation practices of peer firms, which include the firms inprimary financial services peer group referenced with respect to the peer groups used by the CMDC for benchmarking as partcompensation of assessing compensation practices and pay levels for Operating Committee members.our NEOs. For more information on these peer groups see “Evaluating market practices” on page 46 of this proxy statement. In addition, the42.
The Board believes ita best practice is desirable thatto link director compensation to the Firm’s performance; therefore, a significant portion of director compensation be linked to the Firm’sis paid in common stock. In 2015, the Board determined that no changes should be made to director compensation.
Annual compensation
For 2015,2023, each non-managementnon-employee director receivedwas entitled to receive an annual cash retainer of $75,000up to $100,000 and, if the non-employee director was on the Board at the time when annual performance year equity awards were granted, an annual grant made when annual employee incentive compensation was paid, of deferred stock units valued at $225,000, on$250,000.
Pursuant to discretion authorized under the dateFirm's Long-Term Incentive Plan approved by shareholders at the 2021 Annual Meeting (the "2021 Plan"), the Governance Committee recommended, and the Board approved, an increase to director compensation to maintain competitive compensation relative to peers. Effective January 1, 2024, the directors' annual cash retainer was increased from $100,000 to $110,000 and the annual grant of grant. Additionaldeferred stock units was increased from $250,000 to $265,000. In addition, the retainer for the Lead Independent Director increased from $30,000 to $35,000; retainers for the Chairs of the Bank Board and the Audit and Risk Committees increased from $25,000 to $30,000; retainers for members of the Bank Board and members of the Audit and Risk Committees increased from $15,000 to $20,000; and retainers for the Chairs of our other principal standing committees increased from $15,000 to $20,000. This is the first increase to the directors' annual retainer since 2017 and other role-based retainers since 2013.
Compensation paid during 2023, including additional cash compensation was paid for certain committeescommittee and other services asservice, is described on page 30 of this proxy statement.in the following tables.
Each deferred stock unit included in the annual grant to directors represents the right to receive one share of the Firm’s common stock and dividend equivalents payable in deferred stock units for any dividends paid. Deferred stock units have no voting rights. In January of the year immediately following a director’s termination of service,retirement from the Board, deferred stock units are distributed in shares of the Firm’s common stock in either a lump sum or in annual installments for up to 15 years as elected by the director.


JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    29


Table of Contents

The following table summarizes the current2023 annual compensation for non-management directors.non-employee directors for service on the Boards of the Firm, the Bank and J.P. Morgan Securities plc ("JPMS plc"). There is no additional compensation paid for service on the Board of IHC.
CompensationAmount ($)
Board retainer$75,000
Lead Independent Director retainer30,000
Audit and Risk Committee chair retainer25,000
All other committees chair retainer15,000
Audit and Risk Committee member retainer15,000
Deferred stock unit grant225,000
CompensationAmount ($)
Board retainer$100,000 
Lead Independent Director retainer30,000 
Audit and Risk Committee chair retainer25,000 
Audit and Risk Committee member retainer15,000 
All other committees chair retainer15,000 
Deferred stock unit grant250,000 
Bank Board retainer15,000 
Bank Board’s chair retainer25,000 
JPMS plc chair retainer
511,1471
1Total compensation stated above is reflective of additional roles as board chair of JPMS plc and chair of each of the JPMS plc Nomination and UK Remuneration committees.
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 “2015“2023 Director compensation table” below.on the next page.



2015
2024 PROXY STATEMENT29JPMORGAN CHASE & CO.

Table of Contents
DIRECTOR COMPENSATION | CORPORATE GOVERNANCE
2023 Director compensation table
The following table shows the compensation for each non-managementnon-employee director in 2015.2023.
Director
Fees earned or
paid in cash ($)1
2023 Stock
award ($)2
Other
fees earned or
paid in cash ($)3
Total ($)
Stephen B. Burke$145,000 $250,000 $62,500 $457,500 
Linda B. Bammann140,000 250,000 15,000 405,000 
Todd A. Combs115,000 250,000 37,500 402,500 
James S. Crown4
65,000 250,000 7,500 322,500 
Alicia Boler Davis81,500 — 11,750 93,250 
Timothy P. Flynn140,000 250,000 571,267 961,267 
Alex Gorsky115,774 250,000 15,000 380,774 
Mellody Hobson118,167 250,000 37,500 405,667 
Michael A. Neal115,000 250,000 15,000 380,000 
Phebe N. Novakovic115,000 250,000 15,000 380,000 
Virginia M. Rometty100,000 250,000 37,500 387,500 
1Includes fees earned, whether paid in cash or deferred, for service on the Board of Directors. For additional information on each director’s service on committees of JPMorgan Chase, see “Committees of the Board” on pages 21-23.
2On January 17, 2023, each non-employee director who was on the Board at the time when annual performance year equity awards were granted, received an annual grant of deferred stock units valued at $250,000, based on a grant date fair market value of the Firm’s common stock of $140.3825 per share. The aggregate number of stock and option awards outstanding at December 31, 2023, for each current director is included in the “Security ownership of directors and executive officers” table on page 74 under the columns “SARs/Options exercisable within 60 days” and “Additional underlying stock units,” respectively. All such awards are vested.
3Includes fees paid to the non-employee directors for their service on the Board of Directors of the Bank or who are members of one or more Specific Purpose Committees. A fee of $2,500 is paid for each Specific Purpose Committee meeting attended (with the exception of the Omnibus Committee). Also includes for Mr. Flynn, $543,849 in compensation paid during 2023, in consideration of his service as a director of JPMS plc, the Firm’s principal operating subsidiary outside the U.S. and a subsidiary of the Bank, which is comprised of $440,644 for serving as chair of the JPMS plc board; $23,501 for serving as chair of its Nomination Committee and $47,002 for serving as chair of its UK Remuneration Committee; and inclusive of $32,702 earned by Mr. Flynn as a result of his service with respect to the aforementioned JPMS plc appointments which began in December 2022. Also includes an additional amount of $12,418 with respect to taxes paid on behalf of Mr. Flynn in connection with certain JPMS plc travel-related expenses.
4Mr. Crown passed away in June 2023.
Director
Fees earned or 
paid in cash ($)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.
2
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.
3
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



Stock ownership: no sales, no hedging, no pledging
As stated in the Corporate Governance Principles, and further described in “No Hedging/Pledging” on page 64 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 theirhis or her service as a Board member for as long as they servehe or she serves on our Board.
Shares In addition, 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 Further information on the Firm’s “Anti-hedging/anti-pledging provisions” can be found on page 75 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”)47. 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 held in margin loan accounts. Crown Personally Held Shares are not and may not be held in margin accounts or otherwise pledged as collateral, nor may the economic risk of such shares be pledged.
Deferred compensation
Each year, non-managementnon-employee 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 from the Board, 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.


JPMORGAN CHASE & CO.   2016
302024 PROXY STATEMENT   31


CORPORATE GOVERNANCE | OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES

Other corporate governance policies and practices
Our business principlesShareholder rights
AsThe Firm’s Certificate of Incorporation and By-laws provide shareholders with important rights, including:
Proxy access, which enables eligible shareholders to include their nominees for election as directors in the Firm’s proxy statement. For further information, see page 112, “Shareholder proposals and nominations for the 2025 annual meeting”
The ability to call a Firm we have workedspecial meeting by shareholders holding at least 20% of the outstanding shares of our common stock (net of hedges)
The ability of shareholders holding at least 20% of the outstanding shares of our common stock (net of hedges) to strengthen ourseek a corporate culture, includingaction by rededicating ourselveswritten consent without a meeting on terms substantially similar 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 senseterms applicable to call special meetings
Majority election 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.directors
It is important that corporate standards be clearly articulated so that they may be fully understood by every person at the Firm. To that end,No “poison pill” in addition to the Culture and Conduct program work, our Firm’s standards are documentedeffect
No super-majority vote requirements in our Business Principles, CodeCertificate of Conduct (“Code”)Incorporation or By-laws
The Firm’s Certificate of Incorporation and Code of Ethics for Finance Professionals, each of which is described in detail below.
Business Principles
We 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 Do Business — The Report,” which is postedBy-laws are available on our website at jpmorganchase.comjpmorganchase.com/about/governance.
Delinquent section 16(a) reports
Our directors and executive officers filed reports with the SEC indicating the number of shares of any class of our equity securities they owned when they became a director or executive officer and, after that, any changes in their ownership of our equity securities. They must also provide us with copies of these reports. These reports are required by Section 16(a) of the Securities Exchange Act of 1934. We have reviewed the copies of the reports that we have received and written representations from the individuals required to file the reports. Based on this review, we believe that during 2023 each of our directors and executive officers has complied with applicable reporting requirements for transactions in our equity securities. One late filing was made in April 2024 to report one transaction involving a gift of 222 shares in 2019 to a trust controlled by Stephen B. Burke.
Policies and procedures for approval of related party transactions
The Firm has adopted a written Transactions with Related Persons Policy (“Related Persons Policy”), which sets forth the Firm’s policies and procedures for reviewing and approving transactions with related persons — our directors, executive officers, their respective immediate family members and 5% shareholders. The transactions covered by
the Related Persons Policy include any financial transaction, arrangement or relationship in which the Firm is a participant, and the related person has or will have a direct or indirect material interest.
After becoming aware of any transaction which may be subject to the Related Persons Policy, the director or executive officer involved in such transaction is required to report all relevant facts with respect to the transaction to the General Counsel of the Firm. Upon determination by the General Counsel that a transaction requires review under the Investor Relations tab.Related Persons Policy, the material facts of the transaction and the related person’s interest in the transaction are provided to the Governance Committee. The transaction is then reviewed by the disinterested members of the Governance Committee, who determine whether approval or ratification of the transaction shall be granted. In reviewing a transaction, the Governance Committee considers facts and circumstances that it deems relevant to its determination, such as: management’s assessment of the commercial reasonableness of the transaction; the materiality of the related person’s direct or indirect interest in the transaction; whether the transaction may involve an actual, or the appearance of, a conflict of interest; and, if the transaction involves a director, the impact of the transaction on the director’s independence.
Certain types of transactions are pre-approved in accordance with the terms of the Related Persons Policy. These principles provideinclude transactions in the road map for how all employees atordinary course of business involving financial products and services provided by, or to, the Firm, including loans, provided such transactions are in compliance with the Sarbanes-Oxley Act of 2002, Federal Reserve Board Regulation O and other applicable laws and regulations.
Transactions with directors, executive officers and 5% shareholders
Our directors and executive officers, and some of their immediate family members and affiliated entities, and BlackRock, Inc. and affiliated entities ("BlackRock") and The Vanguard Group and affiliated entities ("Vanguard"), beneficial owners of more than 5% of our outstanding common stock, were customers of, or had transactions with or involving, JPMorgan Chase areor our banking or other subsidiaries in the ordinary course of business during 2023. Additional transactions may be expected to behavetake place in their workthe future.
Any outstanding loans to the foregoing persons and will continueentities and any other transactions involving the Firm’s financial products and services (such as banking, brokerage, investment, investment banking and financial advisory products and services) provided to guidesuch persons and entities: (i) were made in the ordinary course of business, (ii) were

2024 PROXY STATEMENT31JPMORGAN CHASE & CO.

Table of Contents
OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES | CORPORATE GOVERNANCE
made on substantially the same terms (including interest rates and collateral (where applicable)), as those prevailing at the time for comparable transactions with persons and entities not related to the Firm (or, where eligible with respect to executive officers, immediate family members and affiliated entities, on such terms as are available under our employee benefits or compensation programs) and (iii) did not involve more than the normal risk of collectibility or present other unfavorable features.
The fiduciary committees for the JPMorgan Chase Retirement Plan and for the JPMorgan Chase 401(k) Savings Plan (each, a “Plan”) entered into agreements with BlackRock giving it discretionary authority to manage certain assets on behalf of each Plan. Pursuant to these agreements, fees of approximately $5.1 million were paid by the Plans to BlackRock in 2023. The JPMorgan Chase UK Retirement Plan paid BlackRock approximately £490,000 (approximately $617,5002) for the portfolio management services provided to its Trustee, JPMorgan Pension Trustees Limited. Subsidiaries of the Firm have subscribed to information services and received consulting services from BlackRock, including and related to select market data, analytics and modeling, and paid BlackRock approximately $330,000 in 2023 for those services. JPMorgan Chase paid BlackRock approximately $6.9 million in 2023 to access and utilize its Aladdin® platform.
Certain J.P. Morgan mutual funds and subsidiaries entered into a sub-transfer agency agreement with Vanguard and paid Vanguard approximately $290,000 in 2023 for services rendered, primarily accounting, recordkeeping and administrative services.
In December 2020, the Firm approved co-investment of up to $200 million on a deal-by-deal basis alongside the Project Black Fund (the “Co-Invest Program”). Project Black is a private equity initiative of Ariel Alternatives, LLC, an affiliate of Ariel Investments, LLC, of which director Mellody Hobson is Co-CEO and President. The purpose of the Co-Invest Program is to facilitate co-investments by the Firm in middle market companies that are private or will be made private upon acquisition by the Project Black Fund. Ariel seeks to position the portfolio companies to serve as leading suppliers to Fortune 500 companies increasing the number of minority business enterprises in this sector. In connection with the Co-Invest Program, the Firm will neither receive fees from nor pay fees to Ariel Investments, LLC or any of its affiliates. The Co-Invest Program is not material to Ms. Hobson or Ariel Investments, LLC.
Compensation & management development committee interlocks and insider participation
The members of the CMDC are listed on page 23. No member of the CMDC is or ever was a JPMorgan Chase officer or
employee, other than Linda B. Bammann, who previously served as an officer of JPMorgan Chase 15 years before joining the CMDC and 8 years before joining the Board. No JPMorgan Chase executive officer is, or was during 2023, a member of the board of directors or compensation committee (or other committee serving an equivalent function) of another company that has, or had during 2023, an executive officer serving as a member of our Board or the CMDC. All of the members of the CMDC, and/or some of their immediate family members and affiliated entities, were customers of, or had transactions with or involving, JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during 2023. Additional transactions may be expected to take place in the future. Any outstanding loans to the directors serving on the CMDC and their immediate family members and affiliated entities, and any transactions involving other financial products and services provided by the Firm to such persons and entities, were made in accordance with the standards stated above for transactions with directors, executive officers and 5% shareholders.
Political activities and lobbying
JPMorgan Chase believes that responsible corporate citizenship demands a commitment to a healthy and informed democracy through civic and community involvement. Our business is subject to extensive laws and regulations at the international, federal, state and local levels, and changes to such laws can significantly affect how we move forward.operate, our revenues and the costs we incur. Because of the potential impact public policy can have on our businesses, employees, communities and customers, we engage with policymakers in order to advance and protect the long-term interests of the Firm.
The PRC oversees the Firm’s significant policies and practices regarding political contributions, major lobbying priorities and principal trade association memberships that relate to the Firm’s public policy objectives.
The Firm’s policies and practices related to political activities:
prohibit the use of corporate funds to support candidates, political party committees and political action committees ("PACs");
provide that the Firm restrict U.S. trade organizations and groups organized under Section 501(c)(4) of the Internal Revenue Code of which it is a member from using the Firm’s dues payments for any election-related activity;
prohibit corporate funds from being used to make contributions to SuperPACs and political committees organized under Section 527 of the Internal Revenue Code to promote the election or defeat of candidates for office; and
prohibit the use of corporate funds to make independent political expenditures, as defined by the rules of the
2     Conversion to dollar amount is as of March 22, 2024
JPMORGAN CHASE & CO.322024 PROXY STATEMENT

Table of Contents
CORPORATE GOVERNANCE | OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES
Federal Election Commission, including electioneering communications.
The Firm discloses on its website contributions made by the Firm’s PACs and contributions of corporate funds made in connection with ballot initiatives.
For further information regarding the Firm’s policy engagement, political contributions and lobbying activity, view our Political Engagement and Public Policy Statement on our website.
Code of Conduct
The Code of Conduct is our core conduct policy document and isa collection of principles designed to provideassist employees and directors in making decisions about their conduct in relation to the direction for essential elements of the Business Principles road map. All new hiresFirm’s business.
Employees and directors receive regular conduct training. They must complete Code training shortly after their start date with the Firm. All employeesalso affirm that they have read, understand, and are required to complete additional Code training and provide a new affirmationof theirin compliance with the Code of Conduct annually.
Employees canand directors are required to raise concerns about misconduct and report any knownpotential or suspectedactual violations of the Code of Conduct, any internal Firm policy, or any law or regulation applicable to the Firm’s business. The Code of Conduct prohibits intimidation or retaliation against anyone who raises an issue or concern in good faith or assists with an investigation.
Employees and directors can report potential or actual violations of the Code of Conduct to management, Human Resources ("HR"), Global Security, the Office of the General Counsel, or via the Code ReportingJPMorgan Chase Conduct Hotline ("Hotline"), either by phone, web, e-mail, mailonline or fax.mobile. The Hotline is anonymous, except in certain non-US jurisdictions where laws prohibit anonymous reporting, andpermitted by law. It is available 24/7 globally, with translation services. ItThe Hotline is maintained by an outsidea third-party service provider to enhance employee confidentiality.provider.
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 guidelines to employeesEmployees in our Human Resources,HR and Global Investigations and Legal departments regarding the review and treatment ofSecurity follow specific procedures when handling employee-initiated complaints, including the proper escalation of suspected or knowncomplaints. Suspected violations of the Code other Firm policy or the law.
Suspected violations of the Code,Conduct, Firm policy, or the law are investigated by the Firm and may result in an employee being cleared of the suspected violation or in an escalating range of actions, including termination of employment, depending upon the facts and circumstances. A Chief Compliance Officer and a Human Resources executive annuallyHR report periodically to the Audit Committee on the Code of Conduct programprogram. The CMDC periodically reviews reports from management regarding significant conduct issues and review the record of compliance.any related employee actions.
Code of Ethics for Finance Professionals
The Code of Ethics for Finance Professionals ("Code of Ethics"), a supplement to the Code of Conduct, applies to the Chairman, CEO, CFO, Controllerand Principal Accounting Officer, and all other finance professionals of the Firm worldwide serving in a finance, accounting, line of business treasury, tax, or investor relations role. The purpose of our Code of Ethics is to promote honest and ethical conduct and complianceadherence with the law in connection
with the maintenance of the Firm’s financial books and records and the preparation of our financial statements.External Financial Reporting. It also addresses the reporting of actual or apparent conflicts of interest and actual or potential violations of the Code of Ethics or other matters that would compromise the integrity of the Firm’s External Financial Reporting.
Supplier Code of Conduct
The Supplier Code of Conduct outlines the Firm’s expectation that suppliers demonstrate the highest standards of business conduct, integrity, and adherence to the law. The Supplier Code of Conduct applies to our suppliers, vendors, consultants, agents, contractors, temporary workers, and other third parties working on behalf of the Firm, as well as to the owners, officers, directors, employees, consultants, affiliates, contractors, and subcontractors of these organizations and entities. The Supplier Code of Conduct provides specific guidance regarding suppliers’ responsibility to comply with all applicable laws and regulations and to have policies ensuring such compliance, their duty to escalate concerns, handle information properly and maintain accurate records, address potential conflicts of interest, and operate responsibly with respect to laws governing competition, corruption, political activities, as well as environmental, human rights, and other matters.
How to contact our board
The Board actively manages its information flow through a variety of means and requires management to provide the Board with the appropriate information to assist the Board in meeting its core responsibilities, as described in this Corporate Governance section.
To contact our Board of Directors, any Board member, including the Lead Independent Director, any committee chair, or the independent directors as a group, email correspondence to the Office of the Secretary at corporate.secretary@jpmchase.com, or mail to: JPMorgan Chase & Co., Attention (name of Board member(s)), Office of the Secretary, 383 Madison Avenue, 39th Floor, New York, New York 10179.




2024 PROXY STATEMENT33
32
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


Certain key governance policies
SPECIAL SHAREHOLDER MEETINGS AND ACTION BY WRITTEN CONSENT

The Firm’s By-laws permit shareholders holding at least 20% of the outstanding shares (net of hedges) of our common stock to call special meetings. In addition, the Firm’s Certificate of Incorporation permits shareholders holding at least 20% of the outstanding shares of our common stock to act by written consent on terms substantially similar to the terms applicable to call special meetings.

PROXY ACCESS

New in 2016 - In January 2016, the Board amended the Firm’s By-laws by adding Section 1.10 to provide for a right of proxy access. This right enables eligible shareholders to include their nominees for election as directors in the Firm’s own proxy statement. The By-law amendment was adopted following extensive discussions with our shareholders and reflects their expressed desire to have additional access to the director nomination process. The terms of the proxy access By-law permit a shareholder to nominate up to 20% of the Board (but in any event at least two directors) and include a shareholder ownership threshold requirement of 3% for at least 3 consecutive years. In addition, the By-law allows up to 20 shareholders to form a group to reach the required threshold. The complete text of new By-law Section 1.10 is available on our website at jpmorganchase.com, under the heading Governance, which is under the About Us tab.

PUBLIC POLICY ENGAGEMENT

Our business is subject to extensive laws and regulations at the international, federal, state and local levels. Changes in such laws can significantly affect how we operate, our revenues and the costs we incur. Because of the potential impact public policy can have on our businesses, employees, communities and customers, we engage in the political process regularly to advance and protect the long-term interests of the Firm. Information about our approach, policies and procedures regarding political and legislative activities is posted on our website at jpmorganchase.com/policyengagement.
Our political activities are subject to oversight by the Board’s Public Responsibility Committee, which provides guidance to the Board and management on
Executive Compensation

significant policies and practices regarding political activities, including major lobbying priorities, and principal trade association memberships that relate to the Firm’s public policy objectives. The Global Government Relations department implements these policies and manages all political activities conducted by the Firm. The department reports to the Head of Corporate Responsibility and prepares an annual review for the Board’s Public Responsibility Committee. This leadership provides a continued focus on the public policy issues that are most relevant to the long-term interests of our business, clients and shareholders.
Our policies prohibit contributions of corporate funds to candidates, political party committees or political action committees (“PACs”). Contributions by the Firm’s PACs are supported entirely by voluntary contributions made by employees and are used to support candidates, parties or committees whose views on specific issues are consistent with the Firm’s priorities. The Firm’s PACs contribute to candidates and political committees on a bi-partisan basis and do not make contributions in connection with U.S. presidential elections. Contributions made by the PACs are subject to legal disclosure requirements and are reported in filings with the Federal Election Commission and the relevant state or local election commissions, and are publicly available on our website.
We may, from time to time, use corporate funds to support or oppose state or local ballot initiatives that affect our business. No corporate funds are used to make contributions to broad-based groups organized under Section 527 of the Internal Revenue Code. The Firm’s PACs may make contributions to ballot committees and 527 groups; however, contributions to 527s are primarily membership dues and are not used to support the election of any specific candidate or for the purpose of funding specific expenditures or communications. We voluntarily provide information about these contributions on our website at jpmorganchase.com/policyengagement.
We may occasionally support groups organized under Section 501(c)(4) of the Internal Revenue Code on public policy matters, but not for electoral purposes. When we do support such groups on public policy matters, we will seek to disclose that information.
We do not use corporate funds to make independent political expenditures, including electioneering communications. In addition, we restrict the trade associations to which we belong from using our funds for any election-related activity.



JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    33






34    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT















Proposal 2:
Advisory resolution to approve
executive compensation





Approve the Firm’s compensation practices and principles and their implementation for 2015 for the compensation of the Firm’s Named Executive Officers as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in this proxy statement.
RECOMMENDATION:
Vote FOR approval



JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    35



Proposal 2 — Advisory resolution to approve executive compensation
Approve the Firm’s compensation practices and principles and their implementation for 2023 for the compensation of the Firm’s Named Executive Officers as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in this proxy statement.
image_4.jpg
RECOMMENDATION:
Vote FOR approval of this advisory resolution to approve executive compensation
EXECUTIVE SUMMARY
As discussed in the Compensation Discussion and Analysis section of the proxy statement on pages 37-64, the Board of Directors believes that JPMorgan Chase’s long-term success as a premier financial services firm depends in large measure on the talents of our employees, and a proper alignment of their compensation with performance and sustained shareholder value. The Firm’s compensation system plays a significant role in our ability to attract, retain and properly motivate the highest quality workforce. The principal underpinnings of our compensation system are an acute focus on performance within a well controlled environment, shareholder alignment, sensitivity to the relevant marketplace, and a long-term orientation.

ADVISORY RESOLUTION
PROPOSAL 2 – ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
As required by Section 14A of the Securities Exchange Act of 1934, as amended, thiswe currently provide our shareholders with an annual advisory vote to approve the compensation of our Named Executive Officers. This proposal seeks a shareholder advisory vote to approve the compensation of our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K through the following resolution:
“Resolved, that shareholders approve the Firm’s compensation practices and principles and their implementation for 20152023 for the compensation of the Firm’s Named Executive Officers as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in this proxy statement.”
Because this is anThis advisory vote it will not be binding upon the Board of Directors. However, the Compensation & Management Development Committee (“CMDC”) will take into account the outcome of the vote when considering future executive compensation arrangements. We will include an advisory vote on executive compensation on an annual basis at least until the next shareholder advisory vote on the frequency of such votes, to be held not later than 2017.
The Board of Directors recommends a vote
FOR this advisory resolution to approve executive compensation.





36 JPMORGAN CHASE & CO.   2016
342024 PROXY STATEMENT


Compensation discussion and analysis
SUMMARY: OUR
EXECUTIVE COMPENSATION PROCESS
| COMPENSATION DISCUSSION AND ANALYSIS
We designCompensation Discussion and Analysis
INTRODUCTION
Our compensation philosophy promotes a fair and well-governed, long-term approach to compensation, including pay-for-performance practices that are designed to attract and retain top talent from all backgrounds, to be responsive to and aligned with shareholders, to mitigate excessive risk-taking, and to encourage a culture that supports our executivePurpose, Values, Business Principles and strategic framework.
The Board believes that JPMorgan Chase’s long-term success as a premier financial services firm depends in large measure on the talents of our employees and a proper alignment of their compensation programwith performance and sustained shareholder value. The Firm’s compensation programs play a significant role in our ability to attract, retain and properly motivate the talent necessaryhighest quality workforce.
2023 Performance and Annual Compensation Determination for the CEO
In assessing Mr. Dimon's performance in the context of the Firm's 2023 business results, the CMDC recognized the Firm's continued focus on serving our clients and customers around the world amid ongoing, growing geopolitical tensions, economic uncertainty, elevated inflation and higher rates, while investing in and executing on long-term strategic initiatives. The Firm experienced growth across all of our market-leading lines of business, achieved record financial results and maintained a fortress balance sheet.
The CMDC recognized that the Firm achieved managed revenue1 of $162.4 billion, which was a record for the sixth consecutive year, as well as record net income of $49.6 billion, or $16.23 per share, with ROTCE1 of 21%. The Firm increased its quarterly common dividend from $1.00 to $1.05 per share. In addition, the Firm successfully navigated and supported our clients and customers through the regional bank turmoil, and completed our acquisition of First Republic Bank.
The Board continues to recognize that the Firm is in a uniquely fortunate position to be led by such a highly talented and experienced executive in Mr. Dimon, and in determining annual compensation for 2023, considered his holistic performance across financial and non-financial performance dimensions, including his continued exemplary leadership of the Firm. In light of the continued absolute and relative strength of the Firm’s performance, the Board determined Mr. Dimon's annual pay of $36 million.
Succession Planning and Recent Leadership Changes
One of the Board’s top priorities is succession planning for Mr. Dimon, which is focused on enabling an orderly CEO transition to take place in the medium-term. As part of succession planning, the Board continues to oversee management's development of several Operating Committee members who are well-known to shareholders as strong potential candidates to succeed Mr. Dimon. Individual OC members have been provided with opportunities to gain exposure to different parts of the business and to deepen their leadership experience in new and expanded roles. In January 2024, the Firm announced leadership and organizational changes. Jennifer Piepszak and Troy Rohrbaugh were named Co-CEOs of the expanded Commercial & Investment Bank, and Marianne Lake became sole CEO of Consumer & Community Banking. Mary Erdoes remains CEO of Asset & Wealth Management, and Daniel Pinto continues as President and Chief Operating Officer. Should the need arise in the near-term, the Board views Mr. Pinto as a key executive who is immediately ready to lead the Firm and fulfill the responsibilities of CEO, as his exceptional leadership capabilities are well-known to our shareholders.
Shareholder Engagement
We highly value engaging with our shareholders and have a demonstrable history of being responsive to their feedback. We engage extensively each year, and shareholder feedback continues to inform our Board and CMDC in their decisions. We received strong support for the 2023 Say on Pay proposal, and shareholders expressed their continued deep support for the management team, the Firm’s strategy, long-term performance and pay-for-performance compensation program and practices.
In the discussion that follows, we review the philosophy, key features and process of our businesses in achieving their key goalsexecutive compensation program as well as how our Board and drive sustained shareholder value. TheCMDC make pay decisions. This CD&A is organized around the following factors for shareholders to consider:
Compensation Discussion and& Analysis ("CD&A") is organized around five key considerations that we believe shareholders should focusOverview (pages 35 - 38)
How We Think About Pay Decisions (pages 39 - 49)
How We Performed Against our Business Strategy (pages 50 - 54)
How Performance Determined Pay in 2023 (pages 55 - 61)
1Managed Revenue and ROTCE are each non-GAAP financial measures; refer to Note 1 on in their evaluationpage 113 for a further discussion of our “Say on Pay” proposal.these measures.

2024 PROXY STATEMENT35JPMORGAN CHASE & CO.

Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
CD&A RoadmapOVERVIEW
1HOW WE THINK ABOUT PAY DECISIONS
Pages 39 - 49
Evaluating Performance
The Firm's Business Principles and strategic framework guide our OC members in determining their annual strategic priorities. The CMDC assesses OC members' performance against those strategic priorities, as well as four broad financial and non-financial performance dimensions in a balanced and holistic way in accordance with the Firm's compensation philosophy. To determine OC compensation, the CMDC considers both what progress has been made against long-term strategic priorities, and how that progress has been achieved. The CMDC applies:
~50% weighting to its consideration of absolute and relative business results (what they have accomplished)
~50% weighting to its qualitative consideration of risk, controls & conduct; client/customer/stakeholder; and teamwork & leadership (how they have accomplished results)
While there is no single performance dimension in isolation that determines compensation, a significant shortcoming in any one dimension may result in downward adjustments to OC members' variable compensation, without limits.
04_426713-1_gfx_Four Broad.jpg
Determining Total Compensation
After considering OC members' performance throughout the year and over the long-term, the CMDC first determines their respective total compensation levels and then their pay mix — a combination of fixed pay (salary), and variable pay (cash awards and long-term equity). Pay mix is weighted toward long-term equity, and for PSUs, ROTCE performance drives the ultimate payout.
The CMDC also considers competitive market practices, referencing our primary financial services peer group of American Express, Bank of America, Citigroup, Goldman Sachs, Morgan Stanley and Wells Fargo.
Pay Mix
To determine the appropriate pay mix, the CMDC considers the fixed and variable components of each OC member's pay. The salary portion of total compensation has already been paid, and the variable portion can include a cash award that is paid immediately, plus long-term equity in the form of restricted stock units ("RSUs") and at-risk PSUs.
The chart below illustrates the components of our OC members' 2023 pay mix.
04_426713-1_gfx_Paymix_Approximate.jpg
04_426713-1_gfx_Paymix_04_426713-1_gfx_Paymix_Performance.jpg
Mr. Dimon receives all of his equity in at-risk PSUs, comprising ~86% of his variable compensation, which is a higher proportion than any of our peer firms' CEOs.
In 2022, the CMDC introduced a policy that caps Messrs. Dimon and Pinto's annual cash award at 25% of their respective annual total compensation. The CMDC retains the flexibility to grant less than the cash award cap each year. For 2023, the CMDC determined to maintain a lower cash award of $5 million for both Messrs. Dimon and Pinto. Mr. Dimon's cash compensation is consistently among the lowest, and in 2023, well below the $10 million median of the total cash amounts paid to peer CEOs.

JPMORGAN CHASE & CO.   2016
362024 PROXY STATEMENT   37


SUMMARY: SHAREHOLDER ENGAGEMENT AND CHANGES TO OUR COMPENSATION PROGRAM


38    JPMORGAN CHASE & CO.    2016 PROXY STATEMENTEXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS



Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
STRONG RESULTS AGAINST BROAD PERFORMANCE CATEGORIES
1.Business Results: Delivered strong financial results reflecting solidimage_0.jpg
How performance across our four major businesses, while maintaining our fortress balance sheet and meeting or exceeding our capital and expense targets for 2015
2.Risk & Control: Further strengthened our control environment, including enhancing our technology infrastructure, addressing issues that resulteddetermined pay in supervisory and enforcement actions, investing in training, and rededicating ourselves to the Firm’s Business Principles to further strengthen our culture
3. Customer & Clients: Enhanced our clients’ experiences by investing in our businesses and leveraging innovative technologies, which further strengthened the market leadership of our franchises
4.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
2023
2HOW WE PERFORMED AGAINST OUR BUSINESS STRATEGY
Pages 50 - 54
2023 Business Results
In assessing OC members' performance in the context of the Firm's 2023 business results, the CMDC recognized the Firm's continued focus on serving our clients and customers around the world amid ongoing, growing geopolitical tensions, economic uncertainty, elevated inflation and higher rates, while investing in and executing on long-term strategic initiatives. The Firm:
Experienced growth across all of our market-leading lines of business
Maintained a fortress balance sheet
Achieved strong results - among other metrics, the CMDC considered that the Firm achieved:
Managed revenue1 of $162.4 billion — a record for the sixth consecutive year
Pre-tax income ex. LLR1 of $69.0 billion
Record net income of $49.6 billion, or $16.23 per share
ROTCE1 of 21%, which is among the highest of our peers
$162.4B ↑23%
RECORD REVENUE1
$69.0B ↑29%
PRE-TAX INCOME EX. LLR1
$49.6B ↑32%
RECORD NET INCOME
21% ↑3% pts
ROTCE1
In addition, the Firm successfully navigated and supported our clients and customers through the regional bank turmoil as well as completed the acquisition of First Republic Bank. Excluding the impact of First Republic Bank2, the Firm achieved managed revenue1 of $154.2 billion (up 17%), pre-tax income ex. LLR1 of $63.2 billion (up 19%), net income of $45.4 billion (up 21%), or $14.84 per share, and ROTCE1 of 19%.
A summary of the qualitative factors the CMDC considered in assessing OC members' 2023 performance is provided below.
Risk, Controls & Conduct
Continued to focus on:
Maintaining a satisfactory risk and controls environment as well as strong risk discipline across the organization
Investing significantly in our cyber defense capabilities and strengthening partnerships to enhance our defenses
Conducting deep dives into top risk areas, including those associated with geopolitical tensions, sustained inflation and regional bank failures
Setting the highest standards of leadership and expectations to drive the Firm’s culture, consistent with our Business Principles
Client/Customer/Stakeholder
Continued building products and services that serve the needs of our clients and customers
Uplifted our communities to help build a sustainable and inclusive global economy, including through financing and facilitating $675 billion of our 2030 Sustainable Development Target of $2.5 trillion
Drove inclusive economic growth for our employees, customers, clients and communities — reporting nearly $31 billion of progress toward objectives identified in our 2025 Racial Equity Commitment of $30 billion
Examples of external recognition3 we received across our leading franchises in 2023 include:
CCB
#1 U.S. Retail Deposit Market Share
CIB
#1 Total Markets and Global IB fees
CB
#1 multifamily lender
AWM
#1 Total Client Asset Flows
Teamwork & Leadership
Continued executing our long-term succession planning strategy for the Firm’s senior leadership; recently announced leadership and organizational changes
Fostered a culture of respect and inclusion to promote innovation, creativity and productivity, enabling leaders and their teams to grow and succeed
Enhanced programs and policies that support the needs of our employees and their families
1Managed Revenue, Pre-Tax Income (ex. LLR) and ROTCE are each non-GAAP financial measures; refer to Note 1 on page 113 for a further discussion of these measures.
2Refer to Note 9 on page 2.
3For recognition sources for CCB, CIB and AWM, refer to pages 57-60. CB recognition from Home Mortgage Disclosure Act Data as of FY2023.

2024 PROXY STATEMENT37JPMORGAN CHASE & CO.

Table of Contents
1. HIGHLIGHTS OF 2015 BUSINESS RESULTS1,2COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
We delivered
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
3
HOW PERFORMANCE DETERMINED PAY IN 2023
Pages 55 - 61
Pay decisions are based on current year and long-term performance, which is driven by the Firm's ongoing investments
In addition to considering 2023 performance, including the factors on the prior page, the CMDC continues to assess long-term performance as part of its balanced and holistic review. The CMDC considered, in part, the following factors:
Exceptional Performance: the Firm's sustained strong relative outperformance compared to its peers
Scope: our larger size, scale, complexity and global reach
Pay-for-Performance Alignment: Mr. Dimon's annual compensation continues to demonstrate strong pay-for-performance alignment
Below are examples of the long-term performance factors the CMDC considered as part of its determination of Mr. Dimon's 2023 annual compensation of $36 million.
05_426713-1_photo_directors_2.jpg
James Dimon
Exceptional ROTCE1 Performance
Strong Shareholder Returns
In the past 10 years, achieving reported ROTCE1 of 18% has been rare. JPMorgan Chase achieved it 4 times and our 10 PSU peers combined have only achieved it 6 times2.
An investment made in JPMC 10 years ago would have significantly outperformed that of the S&P Financials and KBW Bank indices by 125 and 204 percentage points, respectively.
Years of Exceptional (≥18%) ROTCE1 Performance
Total Shareholder Returns ("TSR")3
04_426713-1_gfx_performance determined_ROTCE.jpg
04_426713-1_gfx_performance determined_annual CEO pay.jpg
Substantial Size & ScaleLeading CEO Pay-for-Performance Alignment
Our revenue & market capitalization2 continue to exceed that of our primary peers, demonstrating our significantly larger size and scale.
Our relative annual CEO pay-for-performance alignment has been consistently stronger than our primary peers, reflected by our more efficient annual CEO pay allocation ratio.
3-Year Average Revenue & Market Cap vs. Peers (2021-2023)
3-Year Average Annual CEO Pay as a % of Profits (2021-2023)2,4
03_426713-1_bar_3yearavgrevenue.jpg
04_426713-1_gfx_performance determined_annual CEO pay.jpg

1ROTCE is a non-GAAP financial measure; refer to Note 1 on page 113 for a further discussion of this measure.
2Peer ROTCE, Revenue, Net Income, and CEO Compensation based on public disclosures (Form 10-K, Form 8-K, Annual Proxy Filings); Market Capitalization from S&P CapIQ database.
3TSR shows the actual return of the stock price, with dividends reinvested.
4Annual compensation comprises base salary, cash bonus paid and long-term incentive compensation (target value) in connection with the performance year, which may be different from amounts reported in the Summary Compensation Table. Refer to Note 1 on tangible common equity (“ROTCE”)page 55 for further information. The percentage of 13%, achieved recordprofits paid is equal to three-year average annual CEO compensation divided by three-year average net income and record earnings per share (“EPS”), and improved or maintained our leading market share positions in each of our core businesses notwithstanding continued revenue headwinds from the low interest rate environment and increased capital requirements.income. Excludes special awards.

JPMORGAN CHASE & CO.   2016
382024 PROXY STATEMENT   39


EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Overview
LONG-TERM FINANCIAL PERFORMANCE
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
The Firm has generated strong ROTCE while growing its capital base overOn pages 39-62, we provide a long-term horizon. Since 2008, the Firm has more than doubled its average tangible common equity (“TCE”) from $80 billion to $170 billion — a compound annual growth ratein-depth discussion of 11% and an increase of $90 billion. Over the same period, the Firm has generated nearly $140 billion of cumulative net income and an average ROTCE of 12%. In 2015, the Firm generated ROTCE of 13%, flat to 2014, but on $9 billion higher average TCE, which reflects higher net income, higher common dividends and higher share repurchases. The exhibit below sets forth our ROTCE and average TCE over the 2008–2015 period.executive compensation program.
1
How we think about pay decisions
The Firm’s Business Principles and strategic framework form the basis of our OC members’ strategic priorities. The CMDC references those strategic priorities and the Firm’s compensation philosophy to assess OC members’ performance and to determine their respective total compensation levels and pay mix.
Business Principles
In addition to our Purpose and Values, the Firm’s Business Principles and culture are fundamental to our success in how we do business over the long-term.
Exceptional
Client Service
A Commitment to
Integrity, Fairness
and Responsibility
Operational
Excellence
Great Team and
Winning Culture
Strategic Framework
STRONG ROTCE ON INCREASING CAPITAL

Guided by our Business Principles, our strategic framework provides holistic direction for the Firm and ultimately focuses on four primary strategic tenets listed below.
Each year, the Operating Committee reviews the strategic framework, which is approved by the Board. In 2023, the CMDC approved the Firm’s strategic framework as the priorities of the CEO, including the 15 strategic priorities listed below.
Exceptional
Client Franchises
Customer centric and easy to do business with
Comprehensive set of products and services
Focus on safety and security
Powerful brands
Unwavering Principles
Fortress balance sheet
Risk governance and controls
Culture and conduct
Operational resilience
Long-Term
Shareholder Value
Continuously investing in the future while maintaining expense discipline
Focus on customer experience and innovation
Employer of choice for top talent from all backgrounds
Sustainable Business Practices
Investing in and supporting our communities
Integrating environmental sustainability into business and operating decisions
Serving a diverse customer base
Promoting sound governance
Our businesses develop strategic initiatives that map to the strategic framework and are designed to reinforce the Firm’s operating principles to be complete, global, diversified and at scale. Execution of our strategy forms the basis of what we achieve through our current and multi-year business results.
Compensation Philosophy
Also guided by our Business Principles, the Firm's compensation philosophy is fundamental to our goals of attracting, retaining and motivating our workforce in a competitive market. Our compensation philosophy provides the guiding principles that drive compensation-related decisions. The key tenets of our compensation philosophy are listed below.
Paying for performance
and aligning with
shareholders’ interests
Encouraging a shared
success culture
Attracting and
retaining top talent from all backgrounds
Integrating risk
management and
compensation
No special perquisites
and non-performance
based compensation
Maintaining strong
governance
Transparency with
shareholders

The Firm has also delivered consistently strong growth in both Tangible Book Value Per Share (“TBVPS”) and EPS over a sustained period of time. We increased our TBVPS from $22.52 to $48.13 — an 11% compound annual growth rate from December 31, 2008, through December 31, 2015. Over the same period, we also substantially increased diluted EPS each year, achieving a compound annual growth rate of 24%. The exhibit below sets forth our TBVPS and EPS over the 2008–2015 period.
2024 PROXY STATEMENT39
SUSTAINED GROWTH IN BOTH TBVPS AND EPS


40 JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Overview
TOTAL SHAREHOLDER RETURN
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
We delivered 8% TSR1 in 2015, following a TSROur pay practices and governance process
Our pay-for-performance compensation program is designed to align the long-term interests of 10% in 2014our employees with those of our shareholders by emphasizing sustained value and 37% in 2013, for a combined three year TSR of 63%. The exhibitreinforcing personal accountability. Highlighted below showsare pay practices that are integral to our TSR expressed as cumulative return to shareholders since December 31, 2007. As illustrated in the exhibit, every $100 invested in JPMorgan Chase as of December 31, 2007 would be valued at $183 as of December 31, 2015, significantly outperforming the financial services industry over the period, as measured by the S&P Financial Index and the KBW Bank Index. The exhibit below also shows our strong relative TSR performance over a one-year, three-year, and five-year period, relative to the S&P Financial Index and the KBW Bank Index.
SUSTAINED SHAREHOLDER VALUE (“TSR”)
1 Total shareholder return (“TSR”) assumes reinvestment of dividends
2. SUSTAINED PROGRESS IN REINFORCING OUR CONTROL ENVIRONMENT AND OUR CULTURE
Because we believe that a strong and sustainable control environment is vital to minimizing legal, regulatory and control issues, it continues to be a priority for the Firm. We have continued to focus on addressing outstanding regulatory and litigation matters including, among others, those pertaining to the December 2015 resolution concerning written client disclosures,compensation program, as well as other resolutionscertain pay practices that we chose not to implement.
WE ADOPT SOUND PAY PRACTICES
image_2.jpg
Principles-based compensation philosophy– Guiding principles that drive compensation-related decision-making
image_2.jpg
Competitive benchmarking – We evaluate pay levels and pay practices against relevant market data
image_2.jpg
Robust anti-hedging/anti-pledging provisions– Strict prohibition on unvested awards and shares owned outright
image_2.jpg
Responsible use of equity – We used less than 1% of weighted average diluted shares in 2023 for employee compensation
image_2.jpg
Strongclawback provisions– Enable us to cancel, reduce or require repayment, if appropriate
image_2.jpg
Risk, controls and conduct factors – We consider material issues as part of performance and pay decisions when appropriate
image_2.jpg
Majority of variable pay is in deferred equity– Most of OC annual variable compensation is deferred in PSUs and RSUs
image_2.jpg
Strong share holding requirements – OC members required to retain significant portion of net shares to increase ownership
image_2.jpg
Performance-based pay– OC variable pay is based on performance linked to shareholder value and safety & soundness
image_2.jpg
Robust shareholder engagement – Each year the Board receives feedback on our compensation programs and practices
image_2.jpg
No new special awards for the current CEO and President & COO
image_2.jpg
Direct performance conditions for any rare future special awards to NEOs
WE AVOID POOR PAY PRACTICES
image_4.jpg
No golden parachute agreements – We do not provide additional payments or benefits as a result of a change-in-control event
image_4.jpg
No guaranteed bonuses – We do not provide guaranteed bonuses, except for select individuals at hire
image_4.jpg
No special severance– We do not provide special severance. All employees, including OC members, participate at the same level of severance, based on years of service, capped at 52 weeks with a maximum credited salary
image_4.jpg
No special executive benefits
No private club dues or excessive tax gross-ups for benefits
No 401(k) Savings Plan matching contribution
No special health or medical benefits
No special pension credits
GOVERNANCE RESPONSIBILITIES OF THE CMDC
The CMDC oversees our compensation programs throughout the year, which enables the Committee to be proactive in its compensation planning to address both current and emerging developments or challenges. Key committee responsibilities related to compensation programs include:
Periodically reviewing and approving a statement of investigationsthe Firm’s compensation philosophy, principles and practices
Reviewing the Firm’s compensation practices and the relationship among risk, risk management and compensation (including safety and soundness and avoiding practices that could encourage excessive risk-taking)
Adopting pay practices and approving any necessary formulas, performance metrics or pool calculations in compliance with applicable U.S. and global regulatory, statutory or governance requirements
Reviewing and approving overall incentive compensation pools (including equity/cash mix)
Reviewing the business-aligned incentive compensation plan governance, design and evaluation framework
Reviewing over multiple meetings and approving compensation for our OC and, for the CEO, making a compensation recommendation to the Board for consideration and ratification by the independent directors
Reviewing compensation for employees who are material risk-takers identified under Federal Reserve standards (“Tier 1 employees”), U.K. and/or litigation involving foreign exchange tradingEuropean Union standards (“Identified Staff”) or other similar standards, collectively “Designated Employees”
Reviewing and losses suffered in 2012 byapproving the Chief Investment Office.
Since 2011, our total headcount associated with controls has gone from 24,000 people to 43,000 people,design 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 have also implemented training and education programs that have touched allterms of our approximatelycompensation awards, including recovery/clawback provisions
235,000 employees throughoutThe CMDC continues to retain the Firm, working in more than 60 countriesdiscretion to make awards and nearly 2,100 U.S. cities.
To enhance the Firm’s defense capabilities, we have increased cybersecurity spending from approximately $250 million in 2014 to approximately $500 million in 2015,pay amounts that may not qualify as there is no investment more important than protecting the data and assets of the Firm, and our customers and clients. Worldwide, thousands of employees are focused on cybersecurity working across the Firm and with many partners to maintain our defenses to enhance our resilience against cyber threats.tax deductible.
Further Strengthening Our Culture
Over the past few years, we have undertaken a significant effort to examine how we can more rigorously and consistently adhere to the high ethical standards that our shareholders, regulators and others expect of us and that we expect for ourselves. This includes clearly articulating business principles, promoting sound governance and the right tone from the top, having in place strong leadership and management processes, and providing a management development and compensation framework that properly incents appropriate behaviors. We have


JPMORGAN CHASE & CO.   2016
402024 PROXY STATEMENT   41


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. 
Actions taken in 2015 included rolling out a global, firmwide Culture and Conduct Program, which leverages what we learned from a pilot program undertaken in the EMEA region and the Corporate & Investment Bank. We 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 embed culture and conduct throughout the Firm. So that the Culture and Conduct program remains a 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.
In addition, we have focused our attention on embedding our standards throughout the employee life cycle, starting with the recruiting and onboarding process and extending to training, compensation, promoting and disciplining employees.
EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Overview
3. ENHANCING THE CUSTOMER EXPERIENCE TO DELIVER SUSTAINED PERFORMANCE
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
Our performance reflects our commitment to invest in our businessesassessment process starts with planning and further strengthen the market leadership of our franchises. We believe that our future success rests on our ability to continually improve upon our clients’ and customers’ experience. The following are examples of actions taken by our LOBs during 2015 to enhance our clients’ and customers’ experience:

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 PaySM and our announcement of Chase Pay.
Corporate & Investment Bank (“CIB”) — We made major investments in electronic trading technology, particularly within the fixed income business; a good example is our enhancements to our FX trading capabilities on J.P. Morgan Markets, including mobile execution launched for FX spot and 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 any branch, through any channel, at any time through our ACCESS platform.
Commercial Banking (“CB”) We developed 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 were in one of our specialized industry groups.
Asset Management (“AM”) — We 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, process reengineering, product innovation and intellectual capital helped us to continue to improve our service to institutional and individual clients in over 130 countries around the world.



42    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



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 believe 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
From the moment employees join the Firm and throughout their careers, it is our responsibility to provide opportunities to help them build their knowledge, skills and experience. We spend approximately $300 million per year on learning programs. Programs range from entry-level to experienced skills to management, with courses tailored to individual functions, lines of business or geographic regions.
Leadership development
Throughout the organization, we work to develop a steady pipeline of strong leaders through 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 leadership and management learning programs rooted in the Firm’s Business Principles (see page 32 of this proxy statement). Leadership Edge is designed to 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 to managers and leaders 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 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 having a pipeline of leaders for the immediate and long term future. To achieve this objective, the Board and management take a proactive approach.
The CMDC reviews the succession plan for the CEO 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, which is then discussed by the Board 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.


JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    43



Similar processes, led by the relevant management team, occur within each of the Firm’s lines of business and functions.
Diversity
Diversity and inclusion are 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 being critical to our ability to hire, train and retain great and diverse employees whose unique perspectives help us realize our business objectives.
We continue to invest significant time and effort 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 review the Firm’s progress 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.



44    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



PAY-FOR-PERFORMANCE PRACTICES
Proactive and balanced approach to assessing performance against priorities enables the CMDC and Board to make informed decisions
Assessments of performance, over a multi-year period, against four broad performance categories that drive sustained shareholder value
• 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 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 the Operating Committee, as well as all other employees at the Firm.priority-setting
The CMDC uses a disciplined pay-for-performance framework to make executivedecisions about the compensation decisionsof our OC members, so that their compensation is commensurate with the overall performance of the Firm, line of business (“LOB”), function,their respective businesses and their individual performance, while considering other relevant factors, including market practices.
PERFORMANCE ASSESSMENT FACTORS
In determining Operating Committee members’ compensation, the CMDC uses a balanced approach to assess performance against four broad categories:
1.Business and financial results
2.Risk and control objectives
3.Customer and client goals
4.People management and leadership objectives
These performance categories appropriately consider short-, medium- and long-term goals that drive sustained shareholder value, while accounting for risk and control 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 Operating Committee members against these categories is discussed in detail on pages 52-56 of this proxy statement.
PERFORMANCE 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 reviewassessment process includes the following key features:
The Board regularly reviews Firm and LOBstarts with strategic plans, budgets and business plans
The CEO and other Operating Committee members establish individual performance priorities which are reviewedbeing established at those same levels, with the CMDC
Throughout the year, the Board and CMDC 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 reviews and related compensation
Feedback from the Firm’s risk and control professionals
In parallel with the performance review process, the CMDC engagesengaging in regular discussions with the CEO and the DirectorHead of Human Resources on Operating Committee("HR") about individual OC members’ performance throughout the year. The CMDC believes that this proactive process (vs.year, as appropriate.
This approach (rather than determining pay levels during a single year-end process) results inenables the CMDC to make balanced and informed OC member pay decisions that are aligned with long-term performance against four broad dimensions, which consider short-, medium- and long-term priorities that drive sustained shareholder value.
BALANCED AND HOLISTIC APPROACH FOR ASSESSING PERFORMANCE
In determining OC compensation, the CMDC considers both what progress has been made against long-term strategic priorities, and how that progress has been achieved. For example, consistently strong revenue, net income and ROTCE performance over the long-term are more commensurate with performance.important than any short-term fluctuations in business results.
The CMDC applies an approximately 50% weightingto its consideration of absolute and relative business results against the Firm's strategic priorities over multiple years, i.e., "the what," and an approximately 50% weighting to its qualitative consideration of risk, controls & conduct, customer/client/stakeholder and teamwork & leadership, i.e., "the how."
No single performance dimension in isolation determines total compensation; however, it is possible for a single significant shortcoming in any performance dimension to have a downward impact on variable compensation without limitation. The CMDC has historically exercised this kind of downward discretion by making significant reductions to OC member compensation related to risk & control matters — and it will continue to do so in the future if appropriate. For example, in the past, the CMDC reduced Mr. Dimon's pay by 50% due to the "London Whale" trading incident despite the Firm achieving record earnings that year.


This assessment of performance, illustrated in the chart below, includes considerations of ESG-related factors that comprise responsible leadership, thoughtful governance and sustainability where applicable:
Business Principles
Strategic Framework
Balanced and holistic assessment of results against long-term strategic priorities and other qualitative considerations, with significant shortcomings in any performance dimension having unlimited downward potential
~50% weighting on "the what"
~50% weighting on "the how"
Business ResultsRisk, Controls & ConductClient/Customer/StakeholderTeamwork & Leadership
Drive high performance, the right way
Fortress balance sheet
Operational resilience
Comprehensive set of products and services
Growing powerful brands
Disciplined investment in the future
Current & multi-year financial performance, including but not limited to:
Managed Revenue
Pre-tax income ex. LLR
Net Income
ROTCE
Sound governance and controls
Culture & conduct
Focus on safety & security, including cyber
Active management of control environment
Embedding sustainable business practices
Focus on customer experience
Serving a diverse customer base
Customer centric and easy to do business with
Open and transparent dialogue
Investing in and supporting our communities
Delivery on external DEI commitments
Integrating environmental sustainability into business decisions
Creating an open, respectful, inclusive culture
Active attraction, retention, promotion and upskilling of talent
Employer of choice for top talent from all backgrounds
Delivery on internal DEI initiatives
Partnerships with internal stakeholders
The CMDC also considers other relevant factors such as market practices in their overall assessment of performance.

2024 PROXY STATEMENT41JPMORGAN CHASE & CO.   2016 PROXY STATEMENT    45


COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Overview
EVALUATING MARKET PRACTICES
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023

Pay determination and pay mix
EVALUATING MARKET PRACTICES
In order to effectively attract, properly motivate and retain our senior executives, the CMDC regularlyperiodically reviews market data relating to both pay levels, pay mix and pay practices.
Given the diversity of the Firm’s businesses,In evaluating market data for OC members, the CMDC developed a set of peers that includes both Financial Services companies and General Industry companies. The Financial Services peers are comprisedbenchmarks against our primary financial services peer group, which consists of large financial services companies with which the Firm directly competes for both talent and business. The General Industry peers are comprisedfollowing companies comprise our primary financial services peer group, which remains unchanged from last year:
American Express
Bank of America
Citigroup
Goldman Sachs
Morgan Stanley
Wells Fargo
Given the diversity of the Firm’s businesses, the CMDC may also periodically reference the pay plans and practices of other financial services companies as well as leading large, global leadersfirms across multiple industries. In evaluating market practices and pay levels for Operating Committee members, theThe CMDC uses market data from both peer groups, and considers the size, presence, brand and reputation of the firmscompanies, and the nature and mix of their businesses in using this data.
Specific factors considered in determining These companies for inclusion ininclude some or all of 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 peer groups.
The CMDC also references other financial firms for comparison, includingfollowing: 3M, Alphabet, Amazon, Apple, AT&T, Barclays, BlackRock, BNY Mellon, BlackRock,Boeing, Capital One Financial, Credit Suisse,Chevron, Coca-Cola, Comcast, CVS Health, Deutsche Bank, ExxonMobil, General Electric, HSBC, IBM, Johnson & Johnson, Merck, Meta, Microsoft, Oracle, PayPal, PepsiCo, Pfizer, Procter & Gamble, Raytheon, UBS, Verizon, Walmart and UBS.
To illustrate the reasonableness of the CMDC’s peer selection, the following table provides a summary of the financial attributesWalt Disney. Although these reference companies are not part of our Financial Servicesprimary financial services peer group, we believe that their practices can provide a relevant point of reference for maintaining a competitive talent and General Industry peers, and our relative positioning based on these attributes.compensation program.
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

DISCIPLINED PROCESS TO DETERMINE TOTAL COMPENSATION



46    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT


DETERMINING PAY LEVELS
Pay level
In determining total compensation levels for Operating Committeeindividual OC members, the CMDC considersevaluates various pay scenarios in light of the following factors in an effortconsiderations to make pay commensurate with sustained performance,inform their judgment:
Performance, based on the four broad assessment dimensions and to attract and retain top talent:discussed on pages 50-54
Performance, including risk and control objectives, as detailed above
Value of the position to the organization and shareholders over time (i.e., “value of seat”)
Leadership, including setting anThe example they set for others by acting with integrity and strengthening ourthe Firm’s culture, Purpose and Values
External talent market (i.e., market data)
Internal equity among Operating Committee members, as appropriate
While market data provides the CMDC with useful information regarding our competitors, the CMDC
does not target specific positioning (e.g., 50thpercentile), 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 asand the CMDC’s assessment of 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.

DETERMINING PAY MIX
Pay mix
Once the CMDC determines Operating Committee members'OC members’ total incentive compensation, the CMDCit then establishes the appropriate pay mix between an annual cash incentivesaward and long-term equity, (includingincluding PSUs and RSUs). RSUs.
For Mr. Dimon,U.S. OC members other than the current CEO and President & COO, the CMDC deferred 80%continued to apply the Firm’s standard cash/equity incentive mix formula to each of histheir 2023 incentive compensation in PSUs (withawards. Per the remaining 20% in cash incentives) in order to 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. ForFirm’s formula, the remaining Operating CommitteeOC members the CMDC deferredwere awarded 60% of Operating Committee members'their incentive compensation intoin long-term equity (30% in PSUs and 30% in RSUs), with the remaining 40% paid in cash incentives. 1.The CMDC determined that a 50%/50% mix of time-based RSUs and at-risk PSUs continues to provide an appropriate balance to their equity exposure.
The CMDC believes that this 60% equity/ 40% cashsignificant weighting of pay mix encourages Operating Committeeto equity is aligned with the interests of shareholders by encouraging OC members to focus on the long-term success of the Firm while avoidingmitigating excessive risk-taking, and provides a competitive annual cash incentive opportunity.
Messrs. Dimon and Pinto's annual cash incentive awards are subject to a cap of 25% of their respective total compensation, with PSUs comprising 100% of the equity portion of their incentive compensation. The CMDC determined to not award the maximum amount allowed by their respective caps in 2023, but to maintain a lower cash award of $5 million each for both Messrs. Dimon and Pinto.

1The CMDC has established a different pay mix for OC members in the U.K. due to local regulations for Identified Staff.
JPMORGAN CHASE & CO.422024 PROXY STATEMENT

FORMULA USED IN DETERMINING ULTIMATE NUMBER OF PERFORMANCE SHARE UNITS EARNED AT VESTING
EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
Summary of pay elements
Our compensation program provides for an appropriate mix between base salary, cash and equity incentives that vest over time. The table below summarizes the elements of compensation for the 2023 performance year.
% of Variable
ElementsCEOPresident& COO
Other
NEOs
DescriptionVesting Period
Subject to Clawback1
Fixed
SalaryN/AN/AN/A
Fixed portion of total pay that enables us to attract and retain talent
Only fixed source of cash compensation
N/A
N/A
Variable
Cash
Award
~14%~18%40%
Provides a competitive annual cash award opportunity
Payout determined and awarded in the year following the performance year
Represents less than half of variable compensation
Immediately vested
 checks-greycircles.jpg 
RSUs0%0%30%
RSUs serve as a strong retention tool
Dividend equivalents are paid on RSUs at the time actual dividends are paid
RSUs and PSUs do not carry voting rights, and are subject to protection-based vesting and the OC stock ownership/retention policy
RSUs and PSUs provide a competitive mix of time-based and performance-conditioned equity awards that are aligned with long-term shareholder interests as the value of payout fluctuates with stock price performance
PSUs reinforce accountability through objective targets based on absolute and relative ROTCE
PSU goals are the same for the entire award term
PSU payout of 0–150% is settled in shares
Dividend equivalents accrue on PSUs and are subject to the same vesting, performance and clawback provisions as the underlying PSUs
Generally over three years:
50% after two years, with the remaining 50% after three years
 checks-greycircles.jpg 
PSUs~86%~82%30%
Combined period of approximately five years prior to transferability/sale:
Award cliff-vests at the end of the three-year performance period
Subject to a two-year hold after vesting
 checks-greycircles.jpg 
1Additional information on recovery and clawback provisions is provided on page 49.
2024 Operating Committee Salary Update
As part of its overall compensation evaluation, the CMDC reviews the current market practices and pay mix of our peers annually. Following its review of pay mix in 2023, the CMDC considered that OC member salaries continue to be generally lower than our peers, and that increasing OC salaries would be appropriate based on their current market position.
In January 2016,2024, the CMDC approved asalary increases for U.S.-based OC members, excluding Messrs. Dimon and Pinto, of $250,000, from $750,000 to $1,000,000, effective January 1, 2024. It considered that the new long-term incentivesalary would continue to reflect our compensation program – philosophy of providing competitive compensation for top talent, and result in an appropriate pay mix, with the majority of compensation continuing to be delivered through variable compensation in the form of cash and equity. This increase is related to how the CMDC considers pay mix decisions, and total compensation will not be impacted for the forthcoming year as the CMDC will perform its balanced and holistic review of performance to determine total compensation.

2024 PROXY STATEMENT43JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
Performance Share Units (“PSUs”), which introduces a formula-based component into the determinationshare unit program
As part of the leveldesign of compensation ultimately received by Operating Committee members. Specifically, while the grant value of PSUs is based on our discretionary approach in assessing performance,PSU program, the ultimate number of PSUs earnedpaid out at vesting is determined by a pre-established formula set at the time of the award based on a formula usingthe Firm’s absolute and relative ROTCE performance over the subsequent three years, with the value of the 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 control. PSUs are also subject to risk and control features. The value upon vesting of PSUs is also directly tied to the Firm’s performance through its stock price, similar to RSUs. The CMDC believes that the PSU design continues to appropriately incentivize strong performance by our OC members, does not encourage excessive risk-taking and is aligned with long-term shareholder interests. Since PSUs were first introduced in 2015, we have received positive shareholder support for this aspect of our executive compensation program.
UPDATES TO THE PSU PROGRAM
The CMDC reviews and approves the key features of the PSU program each year. For the 2023 PSU awards granted in January 2024, the CMDC maintained the key structure of the design, with select updates to address external factors and enhance the rigor of the PSU program.
PSU Peers: In 2023, Credit Suisse (a PSU peer company) was acquired by UBS (also a PSU peer company). In response, the CMDC reviewed several potential peer alternatives for both new and outstanding awards, and approved removing Credit Suisse without a replacement, which results in 10 companies used for evaluating relative performance. The current PSU Peers continue to reflect large financial services companies with at least 30% of JPMorgan Chase's revenue mix.
PSU relative Payout Scale: In conjunction with the removal of Credit Suisse, the CMDC approved an updated relative Payout Scale, where rank #11 payout is now 0% (compared to 40% previously).
Common equity Tier 1 (“CET1”) capital ratio1 hurdle: Given increased capital requirements since the introduction of this risk-based hurdle in 2017, the CMDC approved increasing the hurdle by 50 basis points, from 7.5% to 8%.
The above program updates are applicable to PSU awards granted in January 2024, and the PSU Peers and relative Payout Scale updates also apply to outstanding awards granted in January 2021, 2022, and 2023, to maintain the intended rigor and economics of the awards. Please see the following page for additional information on our key PSU program features, including cancellation based on protection based vesting, as well as recovery pursuantthe PSU Peers, relative Payout Scale and our CET1 capital ratio1 hurdle features.


















1The CET1 ratio is a key regulatory capital measure; refer to our clawback provision. Additional details on the PSUs are providednotes, Note 1, on page 49 of114, for additional information on this proxy statement.measure.



JPMORGAN CHASE & CO.   2016
442024 PROXY STATEMENT   47


EXECUTIVE COMPENSATION 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’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 Firm as a whole
PAY ELEMENTS
EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
The table below provides a summary for each element of compensation for the 2015 performance year.1
Overview
1 image_0.jpg
The CMDC views compensation awarded for 2015 differently from how compensation is reportedHow we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay 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 in connection with 2015 see page 57.
2
Due to local U.K. regulations, Mr. Pinto received a fixed allowance payable in semi-annual installments, did not receive a cash bonus, and his RSUs are subject to an additional 6 month hold after vesting. U.K. regulators review compensation structure for Identified Staff annually and may impose or request future adjustments.
3
Additional information on recovery and clawback provisions 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
2023


our 2023 PSU program are substantially unchanged and are summarized below:
NEW FOR 2015: PERFORMANCE SHARE UNIT PROGRAM
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 relative goals. PSU awards are 100% at risk; will result in no payout unless the Firm achieves a threshold performance level. Maximum payout is capped at 150%.
Plan FeaturePerformance Year 2023 PSU Award Description
Vehicle
Value of units moves with stock price during performance period; units are settled in shares at vestingvesting.
Time Horizon
3-year cliff vesting,Three-year cliff-vesting, plus an additional 2-yeartwo-year holding period (for a combined 5-yearfive-year holding period). Due to local U.K. regulations, PSUs are subject to an extended seven-year vesting period commencing ratably on the third anniversary of the grant for OC members in the U.K.
Performance MeasuresMeasure
After evaluation, theThe CMDC selected ROTCE,1, as it is a fundamental measure of financialcomprehensive performance metric that reflectsmeasures the Firm’s profitabilitynet income applicable to common equity as a percentage of average tangible common equity. ROTCE is used by the Firm, as well as its capital base, thereby incorporating bothinvestors and analysts, in assessing the income statement and the balance sheet. It measures how well management is usingearnings power of common shareholders’ equity to generate profit. Itcapital and is a primary measure by which we manage our business and investors and analysts use it to assess our performance relative touseful metric for comparing the profitability of the Firm with that of competitors.
Payout Scale
Payout under this 3-yearthe PSU plan will beis calculated annuallyat the end of the three-year performance period based on achievement against both absolute ROTCE and relative average ROTCE1, per the formulaic payout gridscale below. The CMDC believes havinguse of both absolute and relative ROTCE helps ensurepromote a fair and balancedreasonable outcome for both shareholders and participants.
Payout Grid
 • In January 2016, For the 2023 PSU award, the CMDC set the absolute ROTCE thresholds as follows: (1) 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 value18% or greater; and should yield a(2) zero payout at less than 6%.
04_426713-1_gfx_payoutscale.jpg
PSU Peers
In determining companies to include in the top of the grid.
 • In making this determination,relative ROTCE scale, 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: closeselected competitors with business activities that overlap with at least 30% of ourthe Firm’s revenue mix2mix. These include Bank of America, Barclays, Capital One Financial, Citigroup, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, UBS and Wells Fargo. Our PSU Peers previously included Credit Suisse, which was removed following its acquisition by UBS in 2023.
Minimum
Risk-based Hurdle
If the Firm’s CET1 capital ratio2 is less than 8% at any year-end, then up to one-third of unvested PSUs will be subject to downward adjustment by the CMDC for each such year. This was updated from the previous hurdle of 7.5%.
Narrow Adjustment Provision
The CMDC may only make adjustments (up or down) for the specific purpose of maintainingto maintain the intended economics of the award in light of changed circumstances (e.g., change in accounting rules/policies or changes in capital structure). The awardCMDC may also make additional downward adjustments in relation to PSUs granted to OC members in the U.K., including Mr. Pinto’s historically granted PSUs (refer to Note 1 on page 49).
OUR PSU PROGRAM SPANS A 5-YEAR TIME HORIZON
psu arrow pointing left.jpg
PSU goal is alsoset at beginning of performance period
psu arrow pointing right.jpg
Performance Year3-Year Post-Grant Performance Period (cliff-vest)
pg_icon-plus.jpg
2-Year Additional Hold on Fully Vested Awards
202320242025202620272028
Award is determinedPayout is calculated based on average ROTCE over the 3-year performance period
pg49_icon-equal.jpg
Ultimate number of units earned
Awards subject to reduction/cancellation/clawback based on risk, and control features.& conduct features (including protection-based vesting)


1Average ROTCE is calculated over the three-year post-grant performance period using unadjusted reported data as set forth in public financial disclosures.
2The CET1 ratio is a key regulatory capital measure; refer to Additional notes, Note 1, on page 114, for additional information on this measure.

2024 PROXY STATEMENT45JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
DETERMINING ABSOLUTE AND RELATIVE PSU PERFORMANCE GOALS
Each year, in determining the absolute ROTCE goal and minimum ROTCE threshold for that year’s PSU awards, the CMDC reviews the Firm’s historical performance and a reasonable range of possible net income and capital outcomes over the next three years. For the 2023 PSU awards granted in January 2024, these outcomes were considered in the context of (among other things) the expected impacts of: regulatory capital requirements, annual stress tests, interest rates, and the U.S. / global economic and geopolitical environment, all of which affect the range of ROTCE outcomes in the medium-term.
The CMDC calibrated the upper ROTCE goal of the 2023 PSUs, representing exceptional financial performance over the 3-year performance period, at 18% or more; and the lower ROTCE threshold, representing weak financial performance over the same period, at below 6%. To this end, the CMDC believes that it has set upper and lower absolute performance thresholds that are sufficiently rigorous compared to the Firm’s current ROTCE outlook over the next 3 years.
In setting the relative ROTCE performance goals for the 2023 PSU awards, the CMDC limited above-target payout to instances in which the Firm outperforms the majority of its competitors on a relative basis, with below-target payout occurring in instances of underperformance. Median relative performance results in below target payout, outstanding relative performance results in a payout of 150% and requires a top ranking, and bottom relative performance pays out at 0%.
1
As reflected by the chart to the right, the Firm's consistent relative outperformance of our ten PSU peers is demonstrated in particular by the strength of our 3-year average ROTCE is calculatedoutperformance over the last 10 years.
Of the 3-year performance periods for each yearthe Firm and our PSU peers in the Performance Period using unadjusted publiclylast 10 years, only 3 times have our PSU peers achieved ROTCE of >18%, demonstrating the rigor of our upper PSU goal.
Our PSU peers have collectively reported data as set forth in published financial disclosures. For additional details, please refer3-year average ROTCE of <6% for 18% of the time during that period, demonstrating the rigor of our lower absolute PSU threshold.
3-year average ROTCE of the Firm relative to PSU peers over the Terms and Conditions in Exhibit 10.22, filed with the SEC on February 23, 2016.
past 10 years1,2
2 03_426713-1_bar_3yr ROTCE.jpg
Based on companies referenced on page 46 of this proxy statement.ROTCE Range
PSUS AWARDED FOR PERFORMANCE YEARS 2020, 2021, AND 2022

The Firm reported ROTCE1 of 23%, 18%, and 21% in 2021, 2022, and 2023 respectively, resulting in a 3-year average ROTCE of 21%, outperforming the absolute threshold for the 2020 PSU awards granted in January 2021. On March 25, 2024, the 2020 PSU awards vested at 150%. For the 2021 and 2022 PSU awards, the payout will be calculated once the performance period ends on December 31, 2024 and December 31, 2025 respectively, based on the Firm's absolute and relative three-year average ROTCE performance.

















1ROTCE is a non-GAAP financial measure; refer to Note 1 on page 113 for a further discussion of this measure.
2Peer ROTCE based on public disclosures (Form 10-K).
JPMORGAN CHASE & CO.   2016
462024 PROXY STATEMENT   49


EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Overview
MR. DIMON’S 2015 COMPENSATION REFLECTS EXCEPTIONAL MULTI-YEAR PERFORMANCE
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
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.Strong ownership & accountability provisions
STOCK OWNERSHIP GUIDELINE AND RETENTION REQUIREMENTS
The Board recognizedCMDC believes it is important to align 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 5interests 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)
ConcurrentOC members 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 leadershipthose 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 independentshareholders. To meet this objective, OC 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

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


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


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 2015 and related compensation are provided below.
MR. DIMON’S PAY-FOR-PERFORMANCE
2015 Performance
 • 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 Leadership Edge, a firmwide program designed to help develop outstanding leaders at all levels of the Firm, across each of our lines of business and regions
2015 Compensation
80% of variable compensation awarded in PSUs

SUMMARY OF 2015 KEY ACHIEVEMENTS
Business ResultsRisk & Control
 • 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 & ClientsPeople 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


52    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT


MARIANNE LAKE: CHIEF FINANCIAL OFFICER
Ms. Lake was appointed Chief Financial Officer on January 1, 2013. She previously served as the CFO of our Consumer & Community Banking business from 2009 through 2012. Ms. Lake served as the Investment Bank’s Global Controller in the Finance organization from 2007 to 2009 and was previously in the Corporate Finance group managing global financial infrastructure and control programs. Ms. Lake’s key achievements in 2015 and related compensation are provided below.
MS. LAKE’S PAY-FOR-PERFORMANCE
2015 Performance
 • Priorities for Ms. Lake as she entered her third year as CFO were focused on improving and solidifying our Global Finance organization to help the Firm navigate the changing financial/regulatory landscape more effectively; enhancing our overall risk and control governance; improving relationships with our regulators, particularly with regards to reporting, Comprehensive Capital Analysis and Review (“CCAR”), and Recovery and Resolution; strengthening investor engagement; and leading certain people initiatives.
 • The CMDC considered Ms. Lake’s key achievements (highlighted below), as well as her growth in the role, her compensation relative to comparable CFOs and other NEOs, and her standing among high caliber CFOs in our industry. Ms. Lake was awarded total compensation of $11 million, up from $10 million in 2014.
2015 Compensation

SUMMARY OF 2015 KEY ACHIEVEMENTS
Business ResultsRisk & Control
 • Continued guiding the Firm to achieve targeted capital ratios, adapt to new rules, and optimize against multiple binding constraints
 • Enhanced strategic processes and architecture, including furthering the Finance and Risk Roadmap vision and establishing a single data sourcing platform that will be used to maintain one data set across Finance, Risk and Capital
 • Improved the Firm’s capital stress testing framework along with the capital planning and adequacy process
Enhanced the Firm’s control environment and governance:
 • Established firmwide Data Governance organization, and launched firmwide Data Quality Issue Management process and tool-set
 • Continued execution on OCC Heightened Standards requirements for our national bank subsidiaries
 • Defined and implemented a legal entity simplification strategy and execution framework
 • Continued to make meaningful progress on Recovery and Resolution planning and Volcker metrics reporting
Customer & ClientsPeople Management & Leadership
 • Strong engagement with investors through multiple forums — including conferences, speaking engagements, group meetings and investor road shows
 • Improved and simplified earnings disclosure, launching a more succinct format of the earnings press release
 • Enhanced relationship with regulators through active engagement and regular dialogue
 • Established a robust diversity strategy for Finance, including the launch of a Black and Hispanic Advisory Council, while continuing to support firmwide initiatives as a senior sponsor of Women on the Move and the Women's Interactive Network ("WIN") Business Resource Group
 • Launched VP leadership program for diverse top talent

JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    53


MARY CALLAHAN ERDOES: CEO ASSET MANAGEMENT
Ms. Erdoes was appointed Chief Executive Officer of Asset Management (“AM”) in September 2009. She previously served as CEO of the J.P. Morgan Private Bank from 2005 to 2009. Ms. Erdoes’ key achievements in 2015 and related compensation are provided below.
MS. ERDOES’ PAY-FOR-PERFORMANCE
2015 Performance
 • Ms. Erdoes’ priorities were to deliver strong financial performance, including top line expansion, continue to achieve superior investment performance for clients, and further invest in talent, technology and controls to position AM for continued success.
 • In 2015, Ms. Erdoes led the AM business to once again deliver record revenue, continuing an impressive trend of strong top-line growth. Under the leadership of Ms. Erdoes, AM achieved yet another year of exceptional investment performance over the long-term while maintaining a client-focused, fiduciary culture, and addressing supervisory and enforcement matters, including written client disclosures. The CMDC considered her consistent execution against business priorities, and AM’s leadership positions for both Global Wealth Management and Global Investment Management, in determining that an increase in her total compensation from $16.5 million to $18 million was appropriate.
2015 Compensation

SUMMARY OF 2015 KEY ACHIEVEMENTS
Business ResultsRisk & Control
Achieved strong financial results despite weaker markets:
 • Net Income of $1.9 billion on record revenue of $12.1 billion with 21% ROE and 27% pretax margin
 • Assets under management (“AUM”) of $1.7 trillion and client assets of $2.4 trillion
 • Net long-term AUM inflows of $16 billion and net long-term Client Assets inflows of $28 billion
 • Record average loan balances of $107.4 billion, up 8% from 2014
Continued focus on independent risk management and strong controls infrastructure:
 • Increased overall controls-related spending, adding over 650 new employees and investing in technology
 • Evaluated culture and conduct through focus groups in an effort to ensure alignment with firmwide standards
 • Implemented globally consistent standards for the bank’s fiduciary obligations
 • Successfully implemented first stage of Volcker rules for covered funds
Customer & ClientsPeople Management & Leadership
Continued to deliver sustained value to customers through outstanding performance:
 • 80% of mutual fund AUM ranked in the 1st or 2nd quartiles over five years
 • Record of 231 mutual funds ranked as 4 or 5 stars
 • Named #1 North America Private Bank by Euromoney
Executed on several key talent initiatives:
 • Effective retention, including 95% of senior top talent
 • Continued investment in talent by actively promoting mobility; 1,400 employees transferred internally during 2015
 • Continued sponsorship and support of a significantly expanded firmwide workforce Re-Entry program with 2015 placements across the Firm’s businesses, regions and functions


54    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT


DANIEL PINTO: CEO CORPORATE & INVESTMENT BANK
Mr. Pinto was appointed Chief Executive Officer for the Corporate & Investment Bank (“CIB”) in March 2014, after previously serving as Co-CEO. Mr. Pinto has also been Chief Executive Officer of the Firm’s EMEA region since June 2011. Mr. Pinto’s key achievements in 2015 and related compensation are provided below.
MR. PINTO’S PAY-FOR-PERFORMANCE
2015 Performance
 • Mr. Pinto’s priorities were to continue to deliver strong financial performance and maintain or strive for CIB’s leadership positions across the full suite of CIB products. He was expected to continue to execute on business simplification efforts, achieve efficiency targets, and advance the Firm’s reputation with clients.
 • Mr. Pinto delivered strong results in a challenging environment; maintained CIB’s market-leading positions in most of the key business segments and made significant progress in areas where CIB was not yet a top player; largely completed business simplification and made progress on the multi-year cost reduction target; and continued to address supervisory and enforcement matters, including foreign exchange trading.
 • Mr. Pinto also successfully restructured his management team, retained and cultivated key talent, and reinforced a culture focused on doing what’s right for clients. The CMDC took into account these achievements when determining that an increase in his total compensation from $17 million to $18.5 million was appropriate.
2015 Compensation
For Mr. Pinto, the terms and composition of his compensation reflect the
requirements of local U.K. regulations (see page 67 for additional details).

SUMMARY OF 2015 KEY ACHIEVEMENTS
Business ResultsRisk & Control
 • Achieved revenues of $33.5 billion despite headwinds on internal and external fronts
 • Net income of $8.1 billion, up 17%; ($9.2 billion excluding legal expense and business simplification)
 • ROE of 12%; (14% excluding legal expense and business simplification)
 • IB fees increased 3% to $6.7 billion, with advisory fees increasing 31% to $2.1 billion
 • Delivered a $1.6 billion expense reduction on our previously stated $2.8 billion target for 2017
Mr. Pinto helped lead the Firm’s efforts to enhance the risk and control environment, including:
 • Instituted a global cross-border program, including a library of country-specific rules, controls and monitoring processes, solutions and training designed to identify and mitigate cross-border risk
 • Examined culture and conduct from a top-down and bottom-up approach, which led to enhancements around leadership, face-to-face training, communications, hiring, and talent development
Customer & ClientsPeople Management & Leadership
 • #1 in Markets revenue with 16% market share
 • CIB participated in six of the top ten fee-generating IB transactions in 2015 (per Dealogic)
 • #1 in Global IB fees with 7.9% wallet share
 • Further strengthened the Firm’s reputation with clients, demonstrated by the Firm’s market positions:
— #1 in IB fees in North America and EMEA
— #1 in Equity Capital Markets wallet share
— #1 in Prime Brokerage by Institutional Investor
 • Restructured the CIB management team to provide
expanded roles for top performers to help drive sustained performance
 • Drove diversity initiatives across the organization, including a revamped global marketing strategy to specifically target untapped candidates; broadened efforts to promote and attract students to Winning Women and Launching Leaders programs; continued focus on early talent

JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    55


MATTHEW ZAMES: CHIEF OPERATING OFFICER
Mr. Zames was appointed Chief Operating Officer for the Firm in April 2013, after previously serving as Co-COO since July 2012. In this role, he oversees a number of critical firmwide functions and works closely with the lines of business and corporate functions to achieve the Firm’s strategic priorities, including management of the Firm’s liquidity, funding and structural interest rate risk through the Treasury and the Chief Investment Office. He also manages several strategic firmwide functions including Global Technology, Operations, Corporate Strategy, Global Real Estate, Oversight & Control, Compliance, Global Security & Military Affairs, Regulatory Affairs, Mortgage Capital Markets, Private Investments, Intelligent Solutions, Global Supplier Services, and Investigations, Global Services, and Global Business & Document Services. Mr. Zames’ key achievements in 2015 and related compensation are provided below.
MR. ZAMES’ PAY-FOR-PERFORMANCE
2015 Performance
 • Mr. Zames’ priorities were to continue to manage a broad portfolio of firmwide functions and to deliver firmwide strategic initiatives: build-out world class technology and cybersecurity capabilities, enhance conduct and culture programs, firmwide resource and expense optimization, and remediation of key regulatory issues. Mr. Zames was also accountable for key aspects of the Firm’s balance sheet including liquidity and interest rate risk management; GSIB optimization; and preparing the Firm for changes in Federal Reserve monetary policy.
 • The CMDC recognized Mr. Zames’ significant progress (highlighted below) against these priorities, the critical nature of his role and his compensation relative to pay for comparable executives and other NEOs in awarding him an increase in his total compensation from $17 million to $18.5 million.
2015 Compensation

SUMMARY OF 2015 KEY ACHIEVEMENTS
Business ResultsRisk & Control
Successfully led key firmwide initiatives, including:
 • Implemented firmwide Intraday liquidity (“IDL”) framework, including real-time IDL management and reduction of IDL facilities by nearly $1 trillion
 • Introduced a comprehensive firmwide balance sheet framework designed to optimize business activities
 • Delivered on efforts to reduce non-operating deposits
 • Enhanced portfolio pricing that drove average core loan growth of $39 billion in mortgage banking
 • Implemented risk mitigating measures for funding and investment securities portfolio activities as required by the Volcker rule
 • Implemented Compliance Risk and Control metrics for key compliance risks
 • Built strong senior relationships with regulators and policy makers internationally through a consistent, comprehensive, issues-based coverage model
 • Converted substantially all enterprise-wide programs focused on top control issues to standard business operations
Customer & ClientsPeople Management & Leadership
 • Established a five-year real estate plan to fund $4.6 billion in capital investments, optimizing our real estate footprint
 • Drove technology innovations in digital, next generation cloud development, and big data and analytics
 • Established three cybersecurity operations centers, providing 24/7 monitoring capabilities
 • Increased control and governance of international defined benefit and defined contribution plans
 • Sponsored roll-out of firmwide Culture and Conduct Program generating feedback from over 16,000 focus group participants and business-led action plans
 • Drove hiring of 1,757 veterans, added 32 new companies to the Veterans Jobs Mission and awarded 113 homes to veterans
 • Appointed a number of key internal talent to expanded roles, while achieving additional efficiencies


56    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT


2015 NAMED EXECUTIVE OFFICER COMPENSATION
The table below sets forth compensation awarded to our NEOs in connection with 2015, including salary and performance-based compensation paid in 2016 for 2015 performance. The table also contains compensation for the years 2013 and 2014, as applicable, for our NEOs whose compensation is reported in the Summary Compensation Table (“SCT”) for those years.
  ANNUAL COMPENSATION (FOR PERFORMANCE YEAR)
Name and
principal position
  INCENTIVE COMPENSATION 
YearSalaryCashRSUsPSUsTotal
       
James Dimon2015$1,500,000
$5,000,000
$
$20,500,000
$27,000,000
Chairman and Chief
Executive Officer
20141,500,000
7,400,000
11,100,000

20,000,000
20131,500,000

18,500,000

20,000,000
       
       
Marianne Lake2015750,000
4,100,000
3,075,000
3,075,000
11,000,000
Chief Financial Officer2014750,000
3,700,000
5,550,000

10,000,000
 2013750,000
3,100,000
4,650,000

8,500,000
       
       
Mary Callahan Erdoes2015750,000
6,900,000
5,175,000
5,175,000
18,000,000
Chief Executive Officer Asset Management2014750,000
6,300,000
9,450,000

16,500,000
2013750,000
5,700,000
8,550,000

15,000,000
       
       
Daniel Pinto 1
20156,884,250

5,807,875
5,807,875
18,500,000
Chief Executive Officer Corporate &
Investment Bank
20147,415,796

9,584,204

17,000,000
2013750,000
8,125,000
8,125,000

17,000,000
       
       
Matthew Zames2015750,000
7,100,000
5,325,000
5,325,000
18,500,000
Chief Operating Officer2014750,000
6,500,000
9,750,000

17,000,000
2013750,000
6,500,000
9,750,000

17,000,000
      

1
Additional information on the composition of Mr. Pinto’s compensation is on page 67 of this proxy statement.
Interpreting 2015 NEO compensation
The table above is presented to show how the CMDC and Board viewed compensation awarded for 2015. It differs from how compensation is reported in the SCT on page 66, which is required by the Securities and Exchange Commission (“SEC”), and is not a substitute for the information required by the SCT. There are two principal differences between the SCT and the table above:
1.The Firm grants both cash and equity incentive compensation after a performance year is completed. In both the table above and the SCT, cash incentive compensation paid in 2016 for 2015 performance is shown as 2015 compensation. The table above treats equity awards (restricted stock units and performance share units) similarly, so that equity awards granted in 2016 for 2015 performance are shown as 2015 compensation. The SCT reports the value of equity awards in the year in which they are made. As a result, awards granted in 2015 for 2014 performance are shown in the SCT as 2015 compensation.
2.The SCT reports the change in pension value and nonqualified deferred compensation and all other compensation. These amounts are not shown above.


JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    57


PAY PRACTICES SUPPORT SHAREHOLDER INTERESTS
•  Sound compensation philosophy drives compensation program and related decision-making at every level of the Firm
•  Executives do not receive any special benefits, special severance, golden parachutes, or guaranteed bonuses
•  Strong stock ownership guidelines and retention requirements create long-term alignment with shareholders
COMPENSATION PHILOSOPHY
Our compensation philosophy provides guiding principles that drive compensation-related decision-making across all levels of the Firm. We believe that a well-established and clearly communicated compensation philosophy drives fairness and consistency across the Firm. The table below sets forth a summary of our compensation philosophy.
KEY TENETS OF COMPENSATION PHILOSOPHY
Tying pay to performance and aligning with shareholders’ interests
Ÿ In making compensation related decisions, we focus on long-term, risk-adjusted performance (including assessment of performance by the Firm’s risk and control professionals) and reward behaviors that generate sustained value for the Firm. This means compensation should not be overly formulaic, rigid or focused on the short term.
ŸA majority of NEO incentive compensation should be in equity that vests over multiple years.
Encouraging a shared success culture
ŸTeamwork should be encouraged and rewarded to foster a “shared success” culture.
ŸContributions should be considered across the Firm, within business units, and at an individual level when evaluating an employee’s performance.
Attracting and retaining top talent
ŸOur long-term success depends on the talents of our employees. Our compensation system plays a significant role in our ability to attract, properly motivate and retain top talent.
ŸCompetitive and reasonable compensation should help attract and retain the best talent to grow and sustain our business.
Integrating risk management and compensation
Ÿ  Risk management, compensation recovery, and repayment policies should be robust and disciplined enough to deter excessive risk-taking.
Ÿ  HR control forums should generate honest, fair and objective evaluations and identify individuals responsible for meaningful risk-related events and their accountability.
ŸRecoupment policies include recovery of cash and equity compensation.
Ÿ  Our pay practices must comply with applicable rules and regulations, both in the U.S. and worldwide.
No special perquisites and non-performance based compensation
ŸCompensation should be straightforward and consist primarily of cash and equity incentives.
ŸWe do not have special supplemental retirement or other special benefits just for executives, nor do we have any change in control agreements, golden parachutes, merger bonuses, or other special severance benefit arrangements for executives.
Maintaining strong governance
ŸOur CMDC is comprised entirely of independent directors. We believe independent director oversight of the Firm’s compensation practices and principles and their implementation fosters proper governance and regulatory compliance.
Ÿ  The CMDC defines the Firm’s compensation philosophy, reviews and approves the Firm’s overall incentive compensation pools, and approves compensation for our Operating Committee, including the terms of compensation awards; CEO compensation is subject to Board ratification.
Transparency with shareholders
Ÿ  We believe that transparency to shareholders relating to our executive compensation program is essential. In order to provide shareholders with enough information and context to assess our program and practices, and their effectiveness, we disclose all material terms of our executive pay program, and any actions on our part in response to significant events, as appropriate.


58    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT


PAY PRACTICES ARE ALIGNED WITH COMPENSATION PHILOSOPHY
We believe the effectiveness of our compensation program is dependent upon the alignment of our pay practices with our compensation philosophy. The table below illustrates this strong alignment and further underscores our commitment to maintaining an executive compensation program that is consistent with best practice.
STRONG ALIGNMENT WITH SHAREHOLDERS (WHAT WE DO)
ü

Compensation philosophy
We believe our compensation philosophy promotes a best practice approach to compensation, including: (i) tying pay to performance and aligning with shareholder interests; (ii) attracting, retaining, and properly motivating top talent; (iii) integrating risk with compensation; (iv) maintaining strong governance; and (v) transparency.
ü

Hedging/pledging policy
Operating Committee members and directors are prohibited from any hedging or pledging of our shares, including: short sales; unvested RSUs/PSUs; unexercised options or stock appreciation rights (“SARs”); and hedging of any shares personally owned outright or through deferred compensation.
ü

Pay at risk
The majority of Operating Committee compensation is “at-risk” and contingent on achievement of business goals that are integrally linked to shareholder value and safety and soundness.
ü

Strong clawback policy
Comprehensive recovery provisions enable us to cancel or reduce unvested awards, or require repayment of cash or equity compensation already paid. In 2015, the CMDC adopted a mandatory disclosure policy for clawbacks taken against any of the Firm’s Operating Committee Members or the Firm’s Corporate Controller.
ü

Majority of variable compensation in deferred equity
The majority of Operating Committee members’ variable compensation is deferred in JPMorgan Chase common stock (in the form of PSUs and RSUs) that vests over a
3-year period. Value of equity at vesting is based on stock price at that time (in addition to achievement against pre-established goals for PSUs).
ü

Competitive benchmarking
To make informed decisions on pay levels and pay practices, we benchmark ourselves against our peer groups. We believe external market data is an important component of maintaining pay practices that will attract and retain top talent, while driving shareholder value.
ü

Risk events impact pay
In making pay decisions, we consider material risk and control issues, at both the Firm and line-of-business levels, and make adjustments to compensation, when appropriate.
ü

Responsible use of equity
We manage our equity program responsibly, using only approximately 1% of weighted average diluted shares in 2015. In addition, our share buyback program significantly reduces shareholder dilution.
ü

Strong share ownership guidelines
Operating Committee members, including NEOs, are required to own a minimum of 200,000 to 400,000 shares of our common stock; the CEO must own a minimum of 1,000,000 shares.
ü

Shareholder outreach
Each year, we solicit feedback from our shareholders on our compensation programs and practices. The CMDC considers this feedback when making compensation decisions.
SOUND GOVERNANCE PRACTICES (WHAT WE DON’T DO)
x
No golden parachute agreements
We do not provide additional payments or benefits in connection with a change-in-control event.
x


No guaranteed bonuses
We do not provide guaranteed bonuses, except for select individuals at hire, for one year
x


No special severance
We do not provide special severance. All employees, including NEOs, participate at the same level of severance, based on years of service, capped at 52 weeks up to a maximum credited salary.
x


No special executive benefits
– No private club dues, financial planning or tax
   gross-ups for benefits
– No special health or medical benefits
– No 401(k) Savings Plan matching contribution
– No special pension credits


JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    59


OWNERSHIP GUIDELINES AND RETENTION REQUIREMENTS
Operating Committee members, including our NEOs, are subject to botha stock ownership guidelinesguideline and holding requirements.
Ownership Guidelinesretention policy.
While on the Operating Committee, each member is required to own aaccumulate either:
A minimum of between 200,000 toand 400,000 shares (1 million shares for the CEO); or
A minimum fixed dollar value of shares of between $10 million and $30 million ($75 million for the Firm’s common stock, withCEO).
In 2023, this represented 13x to 40x of OC member base salary, or 50x for the CEO required to own a minimum
Shares credited for purposes of 1,000,000 shares. Shares that count towardsatisfying the requiredabove ownership levels include shares owned outright, andas well as 50% of unvested RSUs and PSUs, (butbut do not include stock optionsappreciation rights ("SARs") or stock appreciation rights). Operating Committee members haveoptions.
The stock ownership guideline must be met within six years fromof the later of the effective date of the policy (or, if later, their date ofor appointment to the Operating Committee) to meet their required ownership guideline.
Retention Requirements
In addition toCommittee. If the stock ownership guidelines Operating Committeeare subsequently increased, the higher ownership guideline must be satisfied within six years of such revision, unless otherwise determined by the CEO and CMDC.
Prior to reaching their designated share ownership guideline, OC members are required to holdretain 75% of theall net shares received from equity awards granted after they receivejoin the Operating Committee. Once they have met their ownership guideline, the policy requires OC members to continue retaining 50% of all net shares received from awards until they achieve
their respective ownership guideline, and 50% thereafter (75% for the CEO). This policy is designed as summarized below:
Retention Requirement
Before Guideline MetAfter Guideline Met
75% of net shares until
stock ownership guideline is met
50% of net shares for the
duration of their service on the
Operating Committee
(75% for the CEO)
Because OC members are required to increasecontinue accumulating shares even after having met their share ownership above required levels for long-tenured membersguideline, the resulting increase of our Operating Committee, thusshare ownership over time further aligningstrengthens the alignment of their interests with those of our shareholders. The policy was updated in 2015 to clarify that the retention requirements do not apply to shares received in connection with employment pre-dating appointment to the Operating Committee (applicable only to executives who joined the Operating Committee in 2013 or later). Any exceptions are subject to approval by the General Counsel.
Mr. Dimon not only complies with all of these ownership guidelines and retention requirements, but has not sold a single share of JPMorgan Chase common stock or, prior to the merger, Bank One Corporation common stock, whether acquired as part of his compensation or on the open market,Notably, since he became CEO, Mr. Dimon has acquired a substantial amount of Bank One in March of 2000.stock through compensation and purchases on the open market.

ANTI-HEDGING/ANTI-PLEDGING PROVISIONS
All employees are prohibited from hedging or pledging unvested RSUs and PSUs, and unexercised stock appreciation rights or stock options. In addition:


Our Retention Requirements Create Strong Alignment with Shareholders
1
Share ownership includes shares owned outright + 50% of unvested RSUs and PSUs.
2
Assumes individual has achieved minimum ownership requirement of 300K shares, otherwise must retain 75% of shares vesting (37.5K shares).


60    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT


Shares owned outright or through deferred compensation by an OC member may not be hedged
Table of ContentsShares held directly by an OC or Board member1 may not be held in margin accounts or otherwise pledged

EXECUTIVEINTEGRATING RISK WITH COMPENSATION IS LINKED WITH RISK & CONTROL
•  Review processes to evaluate risk and control behaviors and to hold executives accountable
•  Active engagement, transparency and assessments of risk and control issues by control function heads, leaders and subject matter experts across the Firm
•  Cancellation and clawback provisions cover all forms of incentive compensation combined with formal and disciplined processes for review and determinations
•  New for 2015, Board approved clawback disclosure policy to further enhance our transparency
GOVERNANCE PROCESS
The CMDC oversees our firmwide compensation programs. Key responsibilities ofholds an annual joint session with the CMDC relatingRisk Committee to compensation include:
Defining the Firm’s compensation philosophy
Reviewingreview Firmwide HR and approving overall incentive compensation pools (including percentage paid in equity/cash)
Reviewing and approving compensation for our Operating Committee and, for the CEO, making a recommendation to the Board for consideration and ratification by the independent directors
Reviewing and approving the terms of compensation awards, including recovery/clawback provisions
Reviewing the Firm’s compensation practices, as they relateincluding:
How we integrate risk, controls and conduct considerations into key HR practices including performance development, compensation and promotion
Compensation features and elements designed to riskdiscourage imprudent risk-taking (e.g., multi-year vesting, clawbacks, prohibition on hedging, etc.)
Annual incentive pool processes for LOBs and control (including the avoidance offunctions
Regulatory updates which have impacted or may impact HR practices that could encourage imprudent and excessive risk taking)
Adopting pay practices that comply with applicable rules and regulations, both in the U.S. and worldwide
Approving the formula, pool calculation and performance goals for the shareholder approved Key Executive Performance Plan (“KEPP”) as required by Section 162(m)(1) of the U.S. Internal Revenue Codefuture
The CMDC performs the aforementioned rolescommittees are also provided with information on an ongoing basis so that our compensation program is proactive in addressing both currentperformance development process, a summary of risk, controls and emerging challenges. In addition, we have Control Forums facilitated by Human Resources at the Firm, line of businessconduct feedback, and regional levels (“updates regarding HR Control Forums”), the outcomes of which are factored into our compensation decisions. These processes are further discussed below.
Forum issues.
RISK & CONTROL REVIEW PROCESS
STRONG ACCOUNTABILITY AND RECOVERY PROVISIONS
Our executive compensation program is designed to hold executives accountable, when appropriate, for meaningful actions or issues that negatively impact business performance or the Firm’s reputation in current or future years.
The Firm conducts reviews throughIssues that may warrant recovery determinations can be raised at any time, including in HR Control Forums, annual assessments of employee performance and when Designated Employees resign or their employment is terminated by the Firm. Under the Firm’s process to discuss meaningfulgovern these determinations:
We have established a process for reviewing compensation or other employee actions following a determination that the cause and materiality of a risk-related loss, issue or other set of facts and circumstances warrants such a review of accountability for actual or potential misconduct.
The CMDC is responsible for determinations involving OC members (determinations involving the CEO are subject to ratification by independent members of the Board). The Firm has a framework that identifies and assesses employee risk and drives consistent management decisions and discipline. For more material risk and control issues, that may have surfaced in other committees (e.g., Risk Committees and Business Control Committees), and review potential individual accountability and discuss any attendant group, people or proposed compensation pool impact.the HR Control Forums are conductedForum process described on a quarterly basis in a number of regions and at various levels of the Firm and geographies including:
Line of Business/Corporate Control Forums — Each line of business (“LOB”) and Corporate reviews meaningful risk and controlfollowing page explains how issues related to its specific line of business and firmwide that may have potential individual or group accountability.
Regional Control Forums — Issues that arise in a given geography (both within and across LOBs/Corporate) are also identified and assessed in Regional Control Forum meetings. Issues are referred to LOB/Corporate forums or escalated to the firmwide forums, as appropriate.
Firmwide Control Forums — Aggregate findings, including actions recommended or taken by LOB, Corporate, and Regional Forums, are reviewed and the CMDC is provided a summary of overall items and receives more detailedimpacts are recommended.
1    For information on significant items.the hedging/pledging restrictions applicable to our directors, please see “Director compensation” on pages 29 and 30.



2024 PROXY STATEMENT47
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT    61


Performance management reviews for Designated Employees
In addition to the HR Control Forums, the Firm also conducts performance management reviews for all material risk takers (including Operating Committee members), identified under Federal Reserve and/or European Union standards — a group we refer to as “Designated Employees.” We solicit feedback directly from the Firm’s risk and control professionals who independently assess employees’ risk and control behavior. This feedback is used to assess whether our Designated Employees are meeting our risk/control behavior expectations and to hold individuals accountable for this aspect of their performance. The feedback from the risk and control process is critical in helping to identify individuals responsible for significant risk and control behavior or conduct issues, supervisory issues (e.g., failure to supervise, anticipate a material issue, or take appropriate action when the issue arose), and other risk and control related issues that impact the Firm. This input is used in managers’ evaluations of Designated Employees’ performance and is considered in determining annual compensation, and when appropriate, any recovery or clawback actions taken by the Firm. Components of the independent risk and control evaluation apply to over 15,000 employees of the Firm in an effort to more formally assess risk and control behaviors. We also conduct online training for risk and control reviewers and training for managers in order to further strengthen the process.
COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Overview
HOLDING INDIVIDUALS ACCOUNTABLE
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
HOLDING INDIVIDUALS ACCOUNTABLE
To hold individuals responsible for taking risks inconsistent with the Firm’s risk appetite and to discourage future imprudent behavior, the Firm has policies and procedures that enable usit to take prompttimely and proportionate actions with respect to accountable individuals, including:
I.Reduce or altogether eliminate annual incentive compensation;
II.Cancel unvested awards (in full or in part);
III.Clawback/Recover previously paid incentive compensation (cash and/or equity);
SUMMARY OF REASONS FOR CANCELLATIONS & CLAWBACKS
TriggerVestedUnvested
1.RestatementReduction of annual incentive compensation (in full or in part);
üü
2.MisconductCancellation of unvested awards (in full or in part);
üü
3.Risk-relatedRecovery of previously paid compensation (cash and/or equity); and
üü
4.Protection-basedTaking appropriate employment actions (e.g., termination of employment, demotion, negative performance rating).ü
IV.Demotion, negative performance rating or other appropriate employment actions; and
V.Termination of employment.
The Firm has a framework in place that provides for recommended impacts to drive consistency. However, the precise actions we take with respect to accountable individuals, which may also include coaching and training in addition to the above, are based on the relevant circumstances, including the nature of their involvement, the magnitude of the event and the impact on the Firm.
CLAWBACK DISCLOSURE
During 2023, we did not take any action to recover or clawback any incentive compensation from the OC members or Firmwide Controller.
RISK, CONTROLS & CONDUCT REVIEW PROCESS
A descriptionsummary of our recovery provisions (#2the review processes we maintain to evaluate and #3 above)provide feedback on risk, controls and conduct matters and to identify individuals who may be subject to remedial actions such as impacts to performance assessment, additional training, compensation and/or termination is provided in the following section.below:
1Enhanced performance reviews2Employee conduct matters
}   Employees in roles which could expose the Firm to greater risks (including OC and other Designated Employees) are subject to a more disciplined evaluation process, including certain compensation terms and conditions as a mechanism to balance the greater risk
}   This enhanced performance process is used by managers to help assess whether these employees are meeting our expectations through formal Risk & Control feedback from Control Function partners and additional Risk & Controls reports
}   All other employees are evaluated by their managers against the Firm’s four performance dimensions, which include the Risk, Controls & Conduct dimension
}   We have an enterprise-wide framework to assess employee conduct-related matters, and we review trends that may expose the Firm to material financial, reputational, compliance and other operating risks
}   Actual or potential misconduct for matters that create material risk and control concerns are escalated to our HR Control Forum process, as described below
Escalation by Control Committees and other sources
image_2.jpg
LOB, function, and regional HR Control Forums
image_2.jpg
Firmwide HR Control Forum reviews outputs from and provides feedback to LOB/function/regional forums and provides constructive challenge
OC member self-assessments are shared with the Board
image_2.jpg
image_2.jpg
Compensation & Management Development Committee
}The CMDC reviews a summary of outcomes of HR Control Forums, including those that may have resulted in incentive compensation impacts
3Designated Employees exit reviews
Certain Designated Employees are subject to an enhanced exit process prior to separating from the Firm to determine the circumstances surrounding the employee's termination, including seeking feedback from senior Control Function employees to see if they are associated with any known or potential emerging risk, controls and conduct issues that may warrant current or potential future monitoring for forfeiture or clawback of an award
JPMORGAN CHASE & CO.482024 PROXY STATEMENT

CLAWBACK/RECOVERY PROVISIONS
EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
CLAWBACK/RECOVERY PROVISIONS
We maintain clawback/recoupmentrecovery provisions on both cash incentives and equity awards which enable us to reduce or cancel unvested awards and recover previously paid compensation in certain situations. IncentiveWhile incentive awards are intended and expected to vest according to their terms, butthe Firm’s strong recovery provisions permit recovery of incentive compensation awards in appropriate circumstances.
The following table provides details on the clawback provisions that apply to our Operating Committee MembersOC members and the Firm’s Corporate Controller (including the NEOs).
In 2015, the CMDC formally adopted a clawback disclosure policy that requires the Firm to disclose whether or not there has been any recoupment or recovery of previously paid compensation from a senior executive, so long as the underlying event has already been publicly disclosed in an SEC filing or similar public communication. During 2015, we did not take any actions to recover or clawback any incentive compensation from an Operating Committee member or the Firm’s CorporateFirmwide Controller.

EQUITY CLAWBACK REVIEW PROVISIONS1











Award Type
CategoryTriggerVestedUnvested
Restatement
In the event of a material restatement of the Firm’s financial results for the relevant period
checkmark1.jpg
checkmark1.jpg
62    JPMORGAN CHASE & CO.    2016 PROXY STATEMENTThis provision also applies to cash incentives



Misconduct
If the employee engaged in conduct detrimental to the Firm that causes material financial or reputational harm to the Firm, or engaged in knowing and willful misconduct related to employment
checkmark.jpg
checkmark.jpg
1
Unexercisable SARs may be cancelled or deferred ifIf the CEO determines that such action is appropriateaward was based on a set of determination factors, including net income, net revenue, return on equity, earnings per share and capital ratios ofmaterial misrepresentation by the Firm, both on an absolute basis and, as appropriate, relative to peer firms.
employee
checkmark.jpg
checkmark.jpg
2If the employee is terminated for cause
Provisions apply
checkmark.jpg
checkmark.jpg
Risk-related
and Other
If the employee improperly or with gross negligence failed to PSUsidentify, raise or assess, in a timely manner and as reasonably expected, issues and/or concerns with respect to RSUs grantedrisks material to the Firm
checkmark.jpg
checkmark.jpg
If the award was based on materially inaccurate performance metrics, whether or not the employee was responsible for the inaccuracy
checkmark.jpg
checkmark.jpg
Protection-Based Vesting2
If performance in 2012 and afterrelation to membersthe priorities for their position, or the Firm’s performance in relation to the priorities for which they share responsibility as a member of the Operating Committee, and may result has been unsatisfactory for a sustained period of time
checkmark.jpg
If awards granted to participants in cancellation of up to a total of 50% ofLOB for which the award.Operating Committee member exercised responsibility were in whole or in part cancelled because the LOB did not meet its annual LOB financial threshold
checkmark.jpg
If, for any one calendar year during the vesting period, pre-tax pre-provision income is negative, as reported by the Firm
checkmark.jpg
If, for the three calendar years preceding the third year vesting date, the Firm does not meet a 15% cumulative ROTCE
checkmark.jpg

UK clawbackIn 2023, the Firm adopted a new Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation to comply with the applicable rules of The New York Stock Exchange Listed Company Manual and Rule 10D-1 of the Securities Exchange Act, which includes provisions that apply to the Firm's executive officers and operates in addition to the recovery provisions in the table above. The Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation is filed as Exhibit 97 of the Firm's 2023 Form 10-K.
The Prudential Regulation Authority (“PRA”)



1Since 2015, the Firm has maintained a local Malus and Financial Conduct Authority (“FCA”) require that discretionaryClawback Policy in accordance with E.U. and U.K. regulations which operates in addition to the recovery provisions in the table above. Under the policy, the Firm is able to cancel and/or recover incentive compensation for relevant Identified Staff (including Mr. Pinto's prior awards made by regulated firms togranted when he was in the U.K.) in certain employees identified under local regulations as material risk takers ("Identified Staff"), including Mr. Pinto, are subject to potential clawback/recoverycircumstances for a minimum period of seven years following the date of the award.
2Provisions apply to PSUs, RSUs and SARs granted to the Operating Committee and may result in cancellation of up to a total of 50% of the award. For the SARs granted to Messrs. Dimon and Pinto in 2021, the cumulative ROTCE threshold is 20% for the four calendar years preceding the fifth-year exercisable dates.

2024 PROXY STATEMENT49JPMORGAN CHASE & CO.

Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
2
How we performed against our business strategy
We continued to deliver strong multi-year financial performance, invest in our future, strengthen our risk and control environment, and reinforce our culture and values, including our long-standing commitment to serve our customers, employees and communities, and conduct business in a responsible way to drive inclusive growth.
In accordance with these rules,assessing the Firm’s performance in 2023, the CMDC considered the following factors in the context of the Firm’s Business Principles and strategic framework:
Business ResultsRisk, Controls & ConductClient/Customer/StakeholderTeamwork & Leadership
Business Results
2023 KEY HIGHLIGHTS
The Firm continued its focus on serving our clients and customers amid ongoing, growing geopolitical tensions, economic uncertainty, elevated inflation and higher rates, while investing in and executing on long-term strategic initiatives. The Firm experienced growth across all of our market-leading lines of business, achieved record financial results, and maintained a fortress balance sheet.
JPMORGAN CHASE & CO.
REVENUEPRE-TAX INCOMENET INCOMEROE
ROTCE2
$158.1B
$162.4B
$61.6B
$69.0B
$49.6B
17%
21%
REPORTED
MANAGED1,2
REPORTED
Ex. LLR1,2
EPSBVPS
TBVPS2
MARKET CAPITALIZATION
NET CAPITAL DISTRIBUTIONS3
$16.23
$104.45
$86.08
$489.3B
$19.8B
CONSUMER &
COMMUNITY BANKING
CORPORATE &
INVESTMENT BANK
COMMERCIAL
BANKING
ASSET & WEALTH
MANAGEMENT
REVENUE1
PRE-TAX INCOME ex. LLR1,2
REVENUE1
PRE-TAX INCOME1
REVENUE1
PRE-TAX INCOME ex. LLR1,2
REVENUE1
PRE-TAX INCOME1
$70.1B
$30.0B
$48.8B
$20.1B
$15.5B
$9.9B
$19.8B
$6.9B
NET INCOMEROENET INCOMEROENET INCOMEROENET INCOMEROE
$21.2B
38%
$14.1B
13%
$6.1B
20%
$5.2B
31%
#1 market share in U.S. retail deposits4
#1 market share in Card, based on U.S. sales and outstandings
#1 primary bank for U.S. small businesses
#1 banking platform in the U.S.4
#1 in Global IB fees for 15 consecutive years, with 8.8% wallet share5
#1 in Markets revenue5
#1 in USD payments volume6
#3 custodian globally by revenue6
Record revenues overall and in MMBSI of $7.4B, CCBSI of $4.8B and CRE of $3.3B
Record average loans of $268.3B (up 20%)
Strong credit performance with a net charge-off ratio of 12bps
Pre-tax margin of 35%
Long-term AUM flows of $140B, top 2 rank in Client Asset Flows7 over a 5-year period
Average deposits of $216.2B (down 17%); record average loans of $220.5B (up 2%)
Excluding the impact of First Republic Bank8, the Firm hasachieved managed revenue1,2 of $154.2 billion, pre-tax income ex. LLR1,2 of $63.2 billion, net income of $45.4 billion, or $14.84 per share, and ROTCE2 of 19%; CCB achieved managed revenue1 of $66.9 billion, pre-tax income ex. LLR1,2 of $27.9 billion, net income of $20.0 billion and ROE of 38%; CB achieved managed revenue1 of $14.6 billion, pre-tax income ex. LLR1,2 of $9.0 billion, net income of $6.0 billion and ROE of 20%; AWM achieved managed revenue1 of $18.7 billion, pre-tax income1 of $5.9 billion, net income of $4.5 billion and ROE of 27%.
1The Firm reviews the results of the Firm and the lines of business on a Clawback Policymanaged basis. Refer to Note 2, on page 113 for relevant Identified Staff that enables usa definition of managed basis.
2Managed Revenue, Pre-Tax Income (ex. LLR), ROTCE and TBVPS are each non-GAAP financial measures; refer to cancel and/or recover incentive compensation in certain circumstances, including when: (1) an individual participated in or was responsibleNotes 1 and 2 on page 113 for conduct which resulted in significant loss(es)a further discussion of these measures.
3Reflects common dividends and common stock repurchases, net of common stock issued to the Firm; (2) an individual failedemployees.
4Refer to meet appropriate standards of fitnessNotes 2 and propriety set down by the FCA and/or PRA for regulatory purposes; (3) there is reasonable evidence of misbehavior or misconduct, or material error that would justify, or would have justified, termination of employment for cause; and/or (4) any LOB in which the individual is employed (or for which the individual is responsible) suffers a material failure of risk management by reference3 on page 59.
5Refer to the Firm’s risk management standards.Notes 2 and 3 on page 57.
Incentive compensation awards made6Refer to relevant Identified StaffNotes 6 and 7 on or after January 1, 2015, including Mr. Pinto’s incentive compensation awards in January 2016, are subjectpage 2.
7Refer to the aforementioned Clawback Policy in additionNote 2 on page 58.
8Refer to the recovery provisions in the table above.Note 9 on page 2.

JPMORGAN CHASE & CO.   2016
502024 PROXY STATEMENT   63


UK Individual Accountability Regime
The PRA and the FCA have introduced a new Individual Accountability Regime for certain UK regulated firms, which includes Senior Manager and Certification Regimes.
Under the Senior Manager Regime, firms are required to seek approval for employees (and senior non-executives) to hold certain senior management functions. Those “senior managers” are then subject to a statutory duty to demonstrate that they took reasonable steps to prevent or address regulatory issues, with the possibility of criminal and civil sanctions if they failed to do so. Under the Certification Regime, employees with a greater number of roles must be internally certified by the Firm as fit and proper to undertake that role.
Both Regimes require firms to undertake ongoing assessment of the fitness and propriety of the in scope employees, impose prescribed Conduct Rules on those individuals, and introduce referencing and reporting requirements.
EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Overview
RECOVERY PROCEDURES
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
Issues that may require recovery determinations can be raised at any time, including in meetings
Risk, Controls & Conduct
Risk management is an inherent part of the Firm’s risk committees, HR Control Forums, annual assessmentsFirm's business activities, and we believe a strong control environment is fundamental to the success of employee performance and when material risk-takers resign or their employment is terminated by the Firm. Our well-defined processThe Firm manages its business and the associated risks in a manner that balances serving the interests of its clients, customers and shareholders, and protecting the safety and soundness of the Firm. We continue to govern these determinationsinvest in strengthening our controls and infrastructure and improving how we serve our customers and clients. Additionally, as digital solutions continue to evolve and play a role in financial services and the economy as a whole, the risk of cyberattacks and other threats to information security continues to evolve and grow, and we continue to invest in enhancing our cyber defense capabilities.
CYBERSECURITY AND DATA PRIVACY
Cybersecurity risk is as follows:
A formal compensation review would occur following a determinationan important and continuously evolving focus for the Firm, and significant resources are devoted to protecting and enhancing the security of computer systems, software, networks, storage devices and other technology. The Firm’s security efforts are designed to protect against, among other things, cybersecurity attacks that can result in unauthorized access to confidential information, the cause and materialitydestruction of a risk-related loss, issuedata, disruptions to or degradations of service, the sabotaging of systems or other setdamage. The Firm continues to strengthen its partnerships with the appropriate government and law enforcement agencies and other businesses in order to understand the full spectrum of factscybersecurity risks in the operating environment, enhance defenses and circumstances warranted suchimprove resiliency against cybersecurity threats.
As a review.global financial institution, the Firm collects, processes, uses, shares and dispositions personal and financial information every day, and we have processes designed to manage that data in accordance with the laws, rules and regulations of the jurisdictions in which we operate. We continue to take a multi-faceted approach to addressing privacy and data protection risks, including maintaining and evolving our internal controls, establishing policies covering all stages of the data lifecycle and deploying appropriate technology.
CONTINUED FOCUS ON CULTURE AND CONDUCT
We continue to reinforce our culture and remain focused on managing employee conduct. Our Business Principles are embedded throughout the employee lifecycle, starting with the onboarding process and extending to ongoing training, compensation, promoting and rewarding employees; and our performance development and compensation processes are designed to hold employees accountable for their conduct, where appropriate. We recognize our employees are a key driver of our success and that it is through their service, heart, curiosity, courage and excellence that we are able to deliver for our customers, communities and shareholders. We continue to foster a strong culture through our Purpose and Values which further promote engagement with our employees.
We strive to clearly and frequently communicate our expectations that all employee conduct must adhere to the highest ethical standards encompassed by our Business Principles, including through town hall meetings and senior leadership messages, business conduct training, and by including culture and conduct related questions in our employee listening and engagement surveys.
The CMDC is responsible for determinations involving Operating Committee members (determinations involving the CEO are subjectFirm endeavors to ratification by independent members of the Board). The CMDC has delegated authority for determinations involving other employees to the Head of Human Resources, who facilitates determinations involving all other employees based on reviews and recommendations made by a committee generally comprised of the Firm’s senior Risk, Human Resources, Legal, Compliance, Audit and Financial officers and the Chief Executive Officer of the line of business for which the review was undertaken.
INTEGRATING RISK WITH THE COMPENSATION FRAMEWORK
To encouragepromote a culture of riskrespect that allows every employee to feel safe and empowered at work. To that end, the Firm has in place employee training and protocols for preventing, reporting and addressing sexual, discriminatory or other misconduct and prohibits retaliation against an individual who reports a concern in good faith or assists with any inquiry or investigation. We have continued to make enhancements to current listening strategies that enable the Firm to more effectively measure how employees are experiencing the company. Across the Firm, we have also created forums for employee engagement, initiatives to advance inclusion and share diverse views, and education and training programs designed to identify ways that all of our employees can contribute to a dynamic and inclusive culture.
We remain focused on our anti-harassment, anti-discrimination, and culture of respect efforts across the company and continue to take a holistic approach to reinforce our culture by increasing awareness and personal accountability, we approach our incentive compensation arrangementseducation through an integrated risk, finance, compensationengagement, communication and performance management framework. Employee conduct that gives risetraining while adhering to risks that may impact the Firm’s performance in either the current year or future years are considered by the CMDC in determining bonus pools. In addition, significant governmentalpolicy and regulatory actions ordinarily have a negative impact on relevant incentive compensation pools insofar as the determinationrequirements. Managers are expected to drive culture activities and initiatives that are consistent with our Business Principles and to escalate issues when appropriate. Conduct training is regularly assigned to active employees.
The actual or potential misconduct of such pools, while not formulaic, involves consideration of financial performance (including settlement payments and fines), as well asindividuals involved in matters that create material risk and control issues. Matters that have been considered inconcerns is escalated and reviewed through the determination of incentive compensation pools in recent years include, among others, the December 2015 resolution between the U.S. Securities and Exchange Commission and certain of the Firm’s subsidiaries concerning written client disclosures, as well as resolutions of investigations and/or litigation involving foreign exchange trading and losses suffered in 2012 by the Chief Investment Office.HR Control Forum process, discussed on page 48.

NO HEDGING/PLEDGING
All employees are prohibited from the hedging of unvested restricted stock units and performance share units, and unexercised options or stock appreciation rights. In addition:
The hedging by an Operating Committee member of any shares owned outright or through deferred compensation is prohibited
Shares held directly by an Operating Committee member or director may not be held in margin accounts or otherwise pledged
For additional information on the hedging/pledging restrictions applicable to our directors, please see “Director Compensation” on page 29 of this proxy statement.



2024 PROXY STATEMENT51
64
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
Client/Customer/Stakeholder
Our performance reflects our ongoing commitment to invest in our employees and businesses, further strengthen the market leadership of our franchises, generate long-term value for our shareholders, and help strengthen the broader economy. The Firm continued to serve our clients and customers amid growing geopolitical tensions, the regional banking turmoil, and continued to invest in our communities, making further progress on our longer-term commitment to drive inclusive economic growth.
The Firm's future success is driven by our commitment to meet or exceed expectations; deal fairly and ethically with our suppliers as good partners to help us meet our missions; support the communities in which we work; and protect the environment by enhancing sustainable practices across our businesses.
ENHANCING OUR CUSTOMER AND CLIENT EXPERIENCE
Exceptional Client Service is one of our Business Principles. We strive to deliver value by offering our customers and clients choice, through a full set of products and services; security through processes designed to protect their data and transactions; ease of doing business in a fast and simple way; personalization through tailored customer solutions and integrated experiences; and continued investments in technology. Our LOBs are able to leverage the unique scale advantage of our Firm in order to benefit our customers and clients. For more information about our lines of businesses, please see our 2023 Form 10-K.
INVESTING IN OUR COMMUNITIES
We endeavor to help build a sustainable and inclusive global economy and advance equity for our employees, customers, clients and communities. Highlights of our work include:
Sustainable Development Target: Building off prior initiatives, in 2021, we set a Sustainable Development Target to finance and facilitate $2.5 trillion by the end of 2030 to help advance long-term climate solutions and contribute to sustainable development across three objectives:
Green: Aiming to support climate action, clean energy, and sustainable resource management, with a focus on accelerating the deployment of solutions for cleaner sources of energy and facilitating the transition to a low-carbon economy. We are targeting $1 trillion toward this objective by the end of 2030.
Development Finance: Working to support sustainable development in emerging economies, with a focus on mobilizing capital to advance the United Nations Sustainable Development Goals ("SDGs").
Community Development: Striving to advance economic inclusion in developed markets, with a focus in the U.S. on Low-to-Moderate Income individuals and communities and closing the racial wealth gap among Black, Hispanic and Latino individuals and communities. This includes the actions we are taking as part of our Racial Equity Commitment.
Driving inclusive economic growth: The Firm continues to advance solutions that create economic opportunities for our customers, employees and the communities we serve. Our efforts are focused where we believe we can leverage our business and expertise to create meaningful impact, including through:
Building careers and skills: Increasing access to rewarding careers and opportunities within our workforce and beyond through supporting inclusive hiring; skills training, learning and credentialing; and employee well-being
Fueling business growth and entrepreneurship: Helping businesses of all sizes access tools and resources to achieve their goals and prosper in their communities, with a focus on capital, customers and connections
Catalyzing community development: Improving housing affordability and expanding access to homeownership; supporting institutions that assist in community wealth building and in creating inclusive communities
Strengthening financial health and wealth creation: Helping individuals build wealth through better access to financial services and credit, along with managing cash flow
Promoting environmental sustainability within our communities: Contributing to a more sustainable future by supporting an orderly energy transition
Advancing racial equity: By the end of 2023, we reported nearly $31 billion of progress toward our five-year $30 billion Racial Equity Commitment to help close the racial wealth gap and advance economic inclusion among historically underserved communities in the U.S., including Black, Hispanic and Latino customers and communities. The Firm is committed to continuing work beyond the five-year timeframe identified in our original commitment to complete the 18 individually identified sub-commitments.
JPMORGAN CHASE & CO.522024 PROXY STATEMENT

Table of Contents
EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
Teamwork & Leadership
Our employees’ effectiveness, career development and ability to adapt to a changing landscape enables continued delivery of sustained shareholder value. In order to attract and retain the highest quality talent, we develop key talent and succession plans, invest in Firmwide diversity, equity and inclusion initiatives, and provide well-paid jobs with strong benefits and wellness programs.
SUCCESSION PLANNING
Succession planning is a priority for the Board and the Firm’s senior leadership, with the objective of having a pipeline of the best executives who lead inclusively for today and the future. We have implemented a disciplined executive talent management and succession planning process that includes LOBs and Functions holding talent review discussions within their management teams and identifying potential successors for key leadership roles.
One of the Board’s top priorities is succession planning for Mr. Dimon, which entails enabling an orderly CEO transition to take place in the medium-term. As part of succession planning, the Board continues to oversee management's development of several Operating Committee members who are well-known to shareholders as strong potential candidates to succeed Mr. Dimon. As noted on page 35 of the CD&A, in January 2024, the Firm announced leadership and organizational changes.
The Board has well-developed processes in place to support proper governance. This includes the CMDC reviewing the succession plan for the CEO, and the Lead Independent Director regularly leading succession discussions with the non-executive directors of the Board. The CMDC also reviews the succession plan for members of the Operating Committee other than the CEO, which is also discussed by the full Board of Directors. This is in addition to Board discussions of talent management, which occur frequently throughout the year.
DIVERSITY, EQUITY AND INCLUSION
Having an inclusive workforce that is reflective of diverse backgrounds and perspectives is important to the work we do. We remain focused on maintaining a culture of respect and inclusion and believe that all individuals should have the opportunity to succeed. This starts with taking a broad lens when sourcing talent, and building and fostering an inclusive work environment where our employees are respected, trusted and encouraged to bring their authentic and most productive selves to work. We are focused on being an employer of choice for all talent, where employees feel like they belong.
An important part of our efforts include the Firm's Business Resource Groups ("BRGs"), which serve as networks for employees to connect with colleagues and grow professionally, while advancing the Firm's DEI strategies. In addition to the BRGs, the Firm has Global DEI Centers of Excellence that play an important role in taking a coordinated and intersectional approach to identify and provide equitable pathways to opportunities for employees, customers and communities to grow and thrive.
Our senior leaders are accountable for building and fostering an inclusive work environment within their businesses and across the Firm. The Accountability Framework drives feedback for our senior leaders, including OC members, on inclusive leadership behaviors, practices and progress on the Firm's DEI priorities as part of the year-end performance review.

2024 PROXY STATEMENT53JPMORGAN CHASE & CO.

Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
EMPLOYEE GROWTH
We are dedicated to a culture that enables employees and leaders to grow and succeed throughout their careers while encouraging them to uphold a standard of excellence. To do so, we make substantial investments in learning content, tools and training programs to help employees build their knowledge, skills and experience, and to guide their career advancement. In 2023, we continued to invest in our employees' development through a robust suite of training, upskilling and reskilling and leadership development programs.
EMPLOYEE WELL-BEING
We are committed to providing programs and policies that support the needs of our employees and their families. We continually invest in and explore ways to improve health outcomes and strengthen our benefits offerings. We offer a comprehensive benefits and wellness package to employees and their families, including healthcare coverage, retirement benefits, life and disability insurance, on-site health and wellness centers, employee assistance programs, competitive vacation and leave policies, backup child care arrangements, tuition reimbursement programs, counseling and resources related to mental health and financial coaching.
Highlights include:
Health & Wellness Programs: Over the past two years, the Firm invested an additional $170 million in the U.S. Medical Plan for employees and their families, further enhancing our health and wellness benefits through updates to the Plan, as well as expedited access to an expanded network of professionals for free mental health counseling and coaching
Supporting Families: The Firm provides family building assistance to help U.S. employees with the high costs of adoption, surrogacy and fertility expenses, and continues enhancing paid time off for employees to handle personal and family needs, which includes expanded bereavement paid time off as well as critical caregivers paid time off
Financial Health: The Firm offers a wide range of benefits and programs to help employees with their financial health, including educational sessions, financial wellness assessments and one-on-one financial coaching
JPMORGAN CHASE & CO.542024 PROXY STATEMENT

Table of Contents
EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
3
How performance determined pay in 2023
CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 86% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk PSUs for both our CEO and our President & COO. Other NEO pay is also strongly aligned to Firm and LOB performance, with a majority of variable pay deferred into equity, of which 50% is in at-risk PSUs.
The table below sets forth salary and incentive compensation awarded to our NEOs for 2023 performance. The pages that follow summarize the performance of individual NEOs that drove the CMDC’s 2023 pay decisions. Officer position titles within this Proxy Statement reflect current roles and responsibilities as of the record date. Refer to Note 1 on page 5.
NEO annual compensation table
Annual Compensation (For Performance Year)
Incentive Compensation
Name and principal positionYearSalary CashRSUs
PSUs1
Total
James Dimon2
Chairman and Chief Executive Officer
2023$1,500,000 $5,000,000 $ $29,500,000 $36,000,000 
20221,500,000 5,000,000 — 28,000,000 34,500,000 
20211,500,000 5,000,000 — 28,000,000 34,500,000 
Daniel Pinto2,3
President and Chief Operating Officer
Former CEO, Corporate & Investment Bank
20231,500,000 5,000,000  23,500,000 30,000,000 
20221,500,000 5,000,000 — 22,000,000 28,500,000 
20219,055,948 — 9,722,026 9,722,026 28,500,000 
Mary Callahan Erdoes4
Chief Executive Officer, Asset & Wealth Management
2023750,000 10,500,000 7,875,000 7,875,000 27,000,000 
2022750,000 9,900,000 7,425,000 7,425,000 25,500,000 
2021750,000 7,900,000 5,925,000 5,925,000 20,500,000 
Marianne Lake5
Chief Executive Officer, Consumer & Community Banking
Former Co-CEO, Consumer & Community Banking
2023750,000 7,100,000 5,325,000 5,325,000 18,500,000 
2022750,000 6,700,000 5,025,000 5,025,000 17,500,000 
Jennifer Piepszak6
Co-Chief Executive Officer, Commercial & Investment Bank
Former Co-CEO, Consumer & Community Banking
2023750,000 7,100,000 5,325,000 5,325,000 18,500,000 
2022750,000 6,700,000 5,025,000 5,025,000 17,500,000 
2021750,000 6,300,000 4,725,000 4,725,000 16,500,000 
Jeremy Barnum
Chief Financial Officer
2023750,000 5,700,000 4,275,000 4,275,000 15,000,000 
2022750,000 4,500,000 3,375,000 3,375,000 12,000,000 
2021693,750 3,722,500 2,791,875 2,791,875 10,000,000 
1Reflects the grant date fair value. Actual amounts of PSUs received by NEOs upon vesting may range from 0% to 150% of the target shares (excluding accrued dividends), depending upon the Firm’s performance.
2In 2021, the Board and CMDC granted one-time special awards of SARs to Messrs. Dimon and Pinto, which are not reflected in the table above because they were not part of regular annual compensation. Refer to the Summary Compensation Table on page 63 for further information.
3Mr. Pinto's 2022 and 2023 salary of $1,500,000 includes a fee of £100,000 and £96,164 respectively for his service on the J.P. Morgan Securities plc Board. In 2021, he received a salary of £475,000 and a fixed allowance paid in British pound sterling of $8,400,000, in accordance with local regulations.
4Ms. Erdoes's 2021 incentive compensation included a significant reduction related to internal, SEC and CFTC investigations into the Firm's compliance with certain record preservation requirements.
5Ms. Lake was not a NEO in 2021.
6Ms. Piepszak was included as a NEO in the 2021 Proxy Statement due to her role as CFO. She is voluntarily disclosed as a NEO in this year's Proxy Statement due to her role as Co-CEO of CCB, which she shared with Ms. Lake in 2022 and 2023.
INTERPRETING 2023 NEO COMPENSATION
The table above is presented to show how the CMDC and Board viewed compensation awarded for 2023 performance. It differs from how compensation is reported in the “Summary Compensation Table” (“SCT”) on page 63, which is required by the SEC, and is not intended as a substitute for the SCT. There are two principal differences between the SCT and the table above:
1.The Firm grants both cash and equity incentive compensation after a performance year is completed. In both the table above and the SCT, cash incentive compensation paid in 2024 for 2023 performance is shown as 2023 compensation. In the table above, the equity awards (RSUs and PSUs) granted in 2024 for 2023 performance are shown as 2023 compensation. In contrast, the SCT reports the value of equity awards in the year in which they are granted. As a result, awards granted in 2023 for 2022 performance are shown in the SCT as 2023 compensation.
2.The SCT reports the change in pension value and nonqualified deferred compensation and all other compensation. These amounts are not shown in the table above.

2024 PROXY STATEMENT55JPMORGAN CHASE & CO.

Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
2023 CEO annual compensation is aligned with multi-year performance
05_426713-1_photo_directors_2.jpg
James Dimon
CHAIRMAN & CHIEF EXECUTIVE OFFICER
In determining Mr. Dimon’s compensation, independent members of the Board considered his exemplary leadership and achievements across the Firm's four broad performance dimensions. The Board continues to recognize that the Firm is in a uniquely fortunate position to be led by such a highly talented and experienced executive.
03_426713-1_piechart_Dimon.jpg
CEO PERFORMANCE DASHBOARD: Assessment of results against long-term strategic priorities and qualitative considerations
04_426713-1_gfx_performancedashboard_business.jpg
Business Results
2023 financial performance highlights
Record revenue1,2 of $162.4 billion
Pre-tax income of $61.6 billion; Pre-tax income ex. LLR1,2 of $69.0 billion
Record Net Income of $49.6 billion

EPS of $16.23
BVPS of $104.45; TBVPS of $86.082
ROE of 17%; ROTCE2 of 21%
Progress Against our Strategic Framework
CCB: #1 in U.S. retail deposit market share
CIB: #1 in Total Markets and global IB fees
CB: #1 multifamily lender
AWM: #1 Total Client Asset Flows
Fortified our balance sheet with $1.4 trillion in liquid assets; $3.9 trillion in total assets
Continued to efficiently address risk and controls while improving client and customer experience
Successfully navigated and supported our clients and customers through the regional bank turmoil as well as completed the acquisition of First Republic Bank
Continued investment in technology, including the modernization of infrastructure and developer tools
Financed and facilitated $675 billion of our $2.5 trillion Sustainable Development Target
Reported nearly $31 billion of progress toward our 2025 $30 billion Racial Equity Commitment
04_426713-1_gfx_performancedashboard_qualitative.jpg
Risk, Controls & Conduct
Continued to focus on:
Maintaining a satisfactory risk and controls environment as well as strong risk discipline across the organization
Investing significantly in our cyber defense capabilities and strengthening partnerships with government and law enforcement agencies to enhance our defenses
Conducting deep dives into top risk areas including those associated with geopolitical tensions, sustained inflation, and regional bank failures
Setting the highest standards of leadership and manager expectations to drive the Firm’s culture, consistent with our Business Principles
Client/Customer/Stakeholder
Continued to put our customers first by building products and services that deliver value, including enhancing the digital experience and ease of doing business in a fast and simple way
Uplifted our communities to help build a sustainable and inclusive global economy, and advanced racial equity for our employees, customers, clients and communities
Teamwork & Leadership
Continued execution of a long-term succession planning strategy for the Firm’s senior leadership; recently announced leadership and organizational changes with the objective of maintaining a pipeline of top executives to lead for today and the future
Fostered a culture of respect and inclusion to promote innovation, creativity and productivity, enabling leaders and their teams to grow and succeed
Enhanced programs and policies that support the needs of our employees and their families, by investing in ways to improve health outcomes

1The Firm reviews the results of the lines of business on a managed basis. Refer to Note 2, on page 113 for a definition of managed basis.
2Managed Revenue, Pre-Tax Income (ex. LLR), TBVPS and ROTCE are non-GAAP financial measures. Refer to Note 1 on page 113 for further discussion on these measures.
JPMORGAN CHASE & CO.562024 PROXY STATEMENT

Table of Contents
EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
2023 NEO pay-for-performance dashboards
The following pages are summaries of our NEOs’ achievements against the Firm’s four broad performance dimensions, and progress against the Firm's strategic framework.
05_426713-1_photo_directors_Pinto.jpg
Daniel Pinto
PRESIDENT & COO
FORMER CEO: CORPORATE & INVESTMENT BANK
Mr. Pinto became sole President and Chief Operating Officer in January 2022, after serving as Co-President and Co-Chief Operating Officer of the Firm from January 2018. Mr. Pinto previously served as Co-CEO of the CIB starting in 2012 and sole CEO of the CIB since 2014.
03_426713-1_pie_Pinto.jpg
PERFORMANCE DASHBOARD: Assessment of results against long-term strategic priorities and qualitative considerations
04_426713-1_gfx_performancedashboard_business.jpg
Business Results
CIB achieved net income of $14.1 billion on revenue1 of $48.8 billion, with an ROE of 13%
IB fees of $6.6 billion, down 5%; revenues in Payments of $9.3 billion, Fixed Income of $18.8 billion, and Equities of $9.0 billion, up 22%, up 1%, and down 13%, respectively
Ranked #1 in global IB fees for the 15th consecutive year with wallet share of 8.8%2
Ranked #1 in Total Markets with 11.4%3 wallet share (#1 in Fixed Income; #2 in Equities)
Participated in 6 of the top 10 fee paying deals4
Progress Against our Strategic Framework
As President & COO, continued to lead the oversight of Firmwide support functions to drive execution and delivery of functional transformations, work with business leaders across the Firm on execution of strategic priorities, and provide oversight of critical Firmwide initiatives
04_426713-1_gfx_performancedashboard_qualitative.jpg
Risk, Controls & Conduct
Continued to maintain a satisfactory risk and controls environment as well as strong risk discipline across the organization with a focus on addressing issues and strengthening governance, automation, operating model and controls, including for cloud, emerging technologies, privacy and data protection
Continued to make significant progress in addressing regulatory matters affecting the business
Conducted deep dives into top risk areas including those associated with geopolitical tensions, sustained inflation and regional bank failures
Sets the highest standards of leadership and manager expectations to drive the Firm’s culture, consistent with our Business Principles
Client/Customer/Stakeholder
Continued focus on and investment in technologies, efficiency and modernization, implementing optimized client-focused solutions to meet their needs and gain market share, for example, through the acquisition of Aumni, a leading provider of investment analytics software for venture and private investors, complementing products and services launched to provide innovative solutions for companies and investors
Maintained significant attention to synergizing cross line of business initiatives to improve client experiences and returns
Continued support for the Firm's Racial Equity Commitment and related oversight
Teamwork & Leadership
Delivered key CIB DEI initiatives to drive a more inclusive work environment for employees
Continued as OC sponsor of Adelante, our Hispanic and Latino BRG, including leading certain Hispanic Heritage month events
Continued focus on succession, development of top talent, training and hiring in CIB and across the Firm
1The Firm reviews the results of the lines of business on a managed basis. Refer to Note 2, on page 113 for a definition of managed basis.
2Dealogic as of January 2, 2024, excludes the impact of UBS/CS merger prior to the year of the acquisition (2023).
3Coalition Greenwich FY23 Competitor Analytics (preliminary). Market share is based on JPMorgan Chase's internal business structure and revenue. Ranks are based on Coalition Index Banks for Markets.
4Dealogic as of January 2, 2024.

2024 PROXY STATEMENT57JPMORGAN CHASE & CO.

Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
05_426713-1_photo_directors_Erdoes.jpg
Mary Callahan Erdoes
CEO: ASSET & WEALTH MANAGEMENT
Ms. Erdoes has served as Chief Executive Officer of Asset & Wealth Management since September 2009. She previously served as CEO of Wealth Management from 2005 to 2009.
03_426713-1_piechart_Erdoes.jpg
PERFORMANCE DASHBOARD: Assessment of results against long-term strategic priorities and qualitative considerations
04_426713-1_gfx_performancedashboard_business.jpg
Business Results
AWM achieved net income of $5.2 billion on record revenue1 of $19.8 billion (7th year); ROE of 31%; and pre-tax margin of 35%; gained market share overall
AUM of $3.4 trillion and client assets of $5.0 trillion, each up 24% respectively
Positive long-term AUM flows across all channels and regions of $140 billion and total client asset flows of $490 billion; top 2 rank in Client Asset Flows2 over a 5-year period
Average deposits of $216.2 billion (down 17%); record average loans of $220.5 billion (up 2%)
Progress Against our Strategic Framework
Continued innovation and investments to provide clients with personalized products at scale, while maintaining focus on a long-term fiduciary mindset to grow the business and deliver strong performance
04_426713-1_gfx_performancedashboard_qualitative.jpg
Risk, Controls & Conduct
Focused on integration of acquisitions, including ongoing efforts to align standards, culture and controls
Continued to maintain a satisfactory risk and controls environment as well as invest in modernizing platforms and processes to strengthen operational controls, support growth at scale and manage complexity of client needs
Eliminated manual processes and enabled better risk intelligence, leveraging AI capabilities and enhanced workflow tools allowing us to focus on early issue identification
Continued accountability for deepening the Firm’s fiduciary culture, and maintained focus on regulatory matters, change management and navigating market volatility
Client/Customer/Stakeholder
83% of 10-year long-term mutual fund AUM performing in top two quartiles, and 95% of our equities AUM are performing above benchmark
Continued delivery on longer-term operational strategies to optimize efficiency and enhance overall client experiences, resulting in time-to-market improvements and net promoter score increases, while managing larger volumes and helping clients navigate market turmoil
Continued investments to increase client channels and opportunities to provide existing clients with additional services, including through AI
Continued focus on key integration for synergies and solutions from recent acquisitions, including Global Shares, AM China (formerly CIFM), 55ip, Campbell Global, OpenInvest, and First Republic Bank
#1 in total client asset flows, revenue growth and operating income growth2
Best Private Bank in the World (Global Finance); Best Global Private Bank/Wealth Manager Overall (Euromoney); ETF Suite of the Year (Fund Intelligence); Best Active ETF Issuer (ETF Express); #1 China Power Ranking (Broadridge); Best ESG Investment Fund: European Equities (ESG Investing)
Teamwork & Leadership
Retained over 95% of top talent, maintained focus on development
Continued to drive Firmwide programs like ReEntry; executive sponsor of the Sage BRG, successfully rotated and transitioned sponsorship of the NextGEN BRG to new OC sponsors
Continued driving training agenda forward to help upskill workforce, including driving enhanced client skills training; continued interest in engagement and efficiency
1The Firm reviews the results of the lines of business on a managed basis. Refer to Note 2, on page 113 for a definition of managed basis.
2Rankings amongst scaled ($1 trillion+ Assets Under Supervision), publicly traded asset & wealth management competitors.
JPMORGAN CHASE & CO.582024 PROXY STATEMENT

Table of Contents
EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
05_426713-1_photo_directors_Lake.jpg
Marianne Lake
CEO: CONSUMER & COMMUNITY BANKING
FORMER CO-CEO: CONSUMER & COMMUNITY BANKING
Ms. Lake was appointed as CEO of CCB in January 2024, after serving as Co-CEO of CCB since May 2021. She previously served as CEO of Consumer Lending from May 2019, after serving as the CFO for the Firm from January 2013 to April 2019. Ms. Lake served as the CFO of CCB from 2009 through 2012 and as Global Controller for the IB from 2007 to 2009.
03_426713-1_piechart_Lake.jpg
PERFORMANCE DASHBOARD: Assessment of results against long-term strategic priorities and qualitative considerations
04_426713-1_gfx_performancedashboard_business.jpg
Business Results
CCB achieved net income of $21.2 billion on revenue1 of $70.1 billion, with ROE of 38%
Average deposits of $1.1 trillion (down 3%); average loans of $526.4 billion (up 20%)
#1 market share in U.S. retail deposits at 11.3% and #1 in 4 of 5 of the top U.S. Markets2
#1 credit card issuer in the U.S. based on sales and outstandings at 23% and 17% market share respectively, with over $1 trillion in sales volume and gaining approximately 30bps of outstandings share since 2019
#1 primary bank for U.S. small businesses; #1 banking platform in the U.S.3
Progress Against our Strategic Framework
Continued focus on extending share across businesses, growing and optimizing CCB's branch network, enhancing marketing and risk capabilities, and launching new products. Continued investment in product development, technology modernization and data to deliver more to our customer with greater efficiency
Executed the acquisition of First Republic Bank and continue to make progress on integration efforts; having completed the migration of the mortgage portfolio and expect to complete the remaining product migrations in 2024
04_426713-1_gfx_performancedashboard_qualitative.jpg
Risk, Controls & Conduct
CCB has maintained a satisfactory risk and controls environment and approaches business decisions with a consistent, prudent and disciplined approach to risk appetite
Continued to focus on diligent, timely identification and remediation of issues, protection of customer data and cybersecurity, and fighting fraud
Demonstrated focus on driving accountability and the highest standards of culture and conduct consistent with our Business Principles
Client/Customer/Stakeholder
Serve over 82 million consumers and 6.4 million small businesses, adding nearly 3 million consumers and approximately 0.7 million small business customers in 2023
Continued to optimize the branch network, while adding nearly 800 new branches since 2017
Continued momentum of CCB's travel strategy with approximately $10 billion of sales across platforms
Achieved record high customer satisfaction across channels4
Expanded product offerings across segments with the launch of Wealth PlanSM, Ink Business PremierSM and Freedom RiseSM credit cards and the installment lending product Chase Pay in 4SM
Teamwork & Leadership
Continued focus on key priorities for CCB including development, talent pipelines, and working cross-functionally with Commercial & Private Banking clients through the branch network, particularly focused on the First Republic Bank integration
Rotated executive sponsorship from Women on the Move ("WOTM") to Access Ability, the Firm's disability, neurodivergent and caregiver Resource Group, and continued sponsorship for Cycle for Survival; supported and engaged in Firmwide BRG-sponsored and leadership events throughout the year
1The Firm reviews the results of the lines of business on a managed basis. Refer to Note 2, on page 113 for a definition of managed basis.
2Federal Deposit Insurance Corporation (FDIC) 2023 Summary of Deposits survey per S&P Global Market Intelligence. Applies a $1 billion deposit cap to Chase and industry branches for market share. Includes all commercial banks, savings banks, and savings institutions as defined by the FDIC.
3#1 most visited banking portal in the U.S. (Chase.com) based on Similarweb.
4In 2023, we achieved record high satisfaction in our branch and digital channels, which is determined by Overall satisfaction (“OSAT”). OSAT is measured on a scale of 1 to 10 and the score is calculated as share of “9” and “10” responses as a % of total responses. Digital channel includes a weighted average of monthly active users of Chase.com & the Chase Mobile App.

2024 PROXY STATEMENT59JPMORGAN CHASE & CO.

Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
05_426713-1_photo_directors_Piepszak.jpg
Jennifer Piepszak
CO-CEO: COMMERCIAL & INVESTMENT BANK
FORMER CO-CEO: CONSUMER & COMMUNITY BANKING
Ms. Piepszak was appointed Co-CEO of the Commercial & Investment Bank in January 2024, after serving as Co-CEO of CCB since May 2021. She previously served as CFO for the Firm from May 2019 to May 2021. Prior to that, Ms. Piepszak spent 8 years in CCB, serving as the CEO for Card Services, CEO of Business Banking and Mortgage Banking CFO. She spent the first 17 years at JPMC in finance roles in the IB.
03_426713-1_piechart_Piepszak.jpg
PERFORMANCE DASHBOARD: Assessment of results against long-term strategic priorities and qualitative considerations
04_426713-1_gfx_performancedashboard_business.jpg
Business Results
CCB achieved net income of $21.2 billion on revenue1 of $70.1 billion, with ROE of 38%
Average deposits of $1.1 trillion (down 3%); average loans of $526.4 billion (up 20%)
#1 market share in U.S. retail deposits at 11.3% and #1 in 4 of 5 of the top U.S. Markets2
#1 credit card issuer in the U.S. based on sales and outstandings at 23% and 17% market share respectively, with over $1 trillion in sales volume and gaining approximately 30bps of outstandings share since 2019
#1 primary bank for U.S. small businesses; #1 banking platform in the U.S.3
Progress Against our Strategic Framework
Continued focus on extending share across businesses, growing and optimizing CCB's branch network, enhancing marketing and risk capabilities, and launching new products. Continued investment in product development, technology modernization and data to deliver more to our customer with greater efficiency
Executed the acquisition of First Republic Bank and continue to make progress on integration efforts; having completed the migration of the mortgage portfolio and expect to complete the remaining product migrations in 2024
04_426713-1_gfx_performancedashboard_qualitative.jpg
Risk, Controls & Conduct
CCB has maintained a satisfactory risk and controls environment and approaches business decisions with a consistent, prudent and disciplined approach to risk appetite
Continued to focus on diligent, timely identification and remediation of issues, protection of customer data and cybersecurity, and fighting fraud
Demonstrated focus on driving accountability and the highest standards of culture and conduct consistent with our Business Principles
Client/Customer/Stakeholder
Serve over 82 million consumers and 6.4 million small businesses, adding nearly 3 million consumers and approximately 0.7 million small business customers in 2023
Continued to optimize the branch network, while adding nearly 800 new branches since 2017
Continued momentum of CCB's travel strategy with approximately $10 billion of sales across platforms
Achieved record high customer satisfaction across channels4
Expanded product offerings across segments with the launch of Wealth PlanSM, Ink Business PremierSM and Freedom RiseSM credit cards and the installment lending product Chase Pay in 4SM
Teamwork & Leadership
Continued focus on key priorities for CCB including development, talent pipelines, and working cross-functionally with Commercial & Private Banking clients through the branch network, particularly focused on the First Republic Bank integration
Executive sponsor for Advancing Black Pathways, including the Black Executive Forum and the BOLD Business Resource Group; supported and engaged in Firmwide BRG-sponsored and leadership events throughout the year

1The Firm reviews the results of the lines of business on a managed basis. Refer to Note 2, on page 113 for a definition of managed basis.
2Federal Deposit Insurance Corporation (FDIC) 2023 Summary of Deposits survey per S&P Global Market Intelligence. Applies a $1 billion deposit cap to Chase and industry branches for market share. Includes all commercial banks, savings banks, and savings institutions as defined by the FDIC.
3#1 most visited banking portal in the U.S. (Chase.com) based on Similarweb.
4In 2023, we achieved record high satisfaction in our branch and digital channels, which is determined by Overall satisfaction (“OSAT”). OSAT is measured on a scale of 1 to 10 and the score is calculated as share of “9” and “10” responses as a % of total responses. Digital channel includes a weighted average of monthly active users of Chase.com & the Chase Mobile App.
JPMORGAN CHASE & CO.602024 PROXY STATEMENT

Table of Contents
EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Overview
image_0.jpg
How we think about pay decisions
image_0.jpg
How we performed against our business strategy
image_0.jpg
How performance determined pay in 2023
05_426713-1_photo_director_Barnum.jpg
Jeremy Barnum
CHIEF FINANCIAL OFFICER
Mr. Barnum was appointed as the Chief Financial Officer of the Firm in May 2021. Previously, Mr. Barnum served as head of Global Research for CIB and, prior to that, was Chief Financial Officer and Chief of Staff for CIB from 2013 through the beginning of 2021.
03_426713-1_piechart_Barnum.jpg
PERFORMANCE DASHBOARD: Assessment of results against long-term strategic priorities and qualitative considerations
04_426713-1_gfx_performancedashboard_business.jpg
Business Results
Managed the Firm’s balance sheet, capital and liquidity position through a challenging environment due to higher rates, evolving regulatory rules and a complex geopolitical landscape
Led the execution of the First Republic Bank transaction and oversees the ongoing integration efforts, including regulatory reporting
Continued to drive improvements in financial forecasting, reporting processes and expense discipline across the Firm
Provided initial and ongoing analysis and advocacy efforts on the Basel 3 Endgame and Globally Systemic Important Bank ("GSIB") proposals
Continued to advance the Firm's supplier diversity objectives and execute the real estate strategy
Progress Against our Strategic Framework
Ongoing focus on managing the Firm's balance sheet while providing transparency and expertise to a broad range of clients, customers, shareholders and other stakeholders through a challenging and dynamic environment
04_426713-1_gfx_performancedashboard_qualitative.jpg
Risk, Controls & Conduct
Continued to maintain a satisfactory risk and controls environment as well as strong risk discipline across the organization with strong engagement on firmwide issues and firmwide forums
Remains focused on risk identification, mitigation and timely remediation across capital, liquidity, external financial reporting and the firmwide business resiliency program, among others, and contributed to consistent and transparent regulatory engagement
Demonstrated focus on driving accountability and the highest standards of culture and conduct consistent with our Business Principles
Client/Customer/Stakeholder
Participated in over 90 engagements globally, internally and externally, building and strengthening relationships with a broad range of investors, analysts, regulators, clients, and employees
Participated in constructive engagement and advocacy with key regulators on matters important to the Financial Services industry, particularly regulatory capital
Provided oversight of a strong Investor Relations team and contributed to a successful Investor Day, which provides greater transparency to the broader shareholder community
Teamwork & Leadership
Continued to drive a culture of inclusion across the organization
Continued focus on diverse representation, succession planning and cultivating development opportunities for key senior leaders, as well as building a talent pipeline
Ongoing focus on employee development, skill-building including on providing managers with additional tools and guidance, and engagement with employees across the globe

2024 PROXY STATEMENT61JPMORGAN CHASE & CO.

Table of Contents
COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
Compensation & Management Development Committee report
The Compensation & Management Development Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management.
Based on such review and discussion with management, the CMDCCompensation & Management Development Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2015.2023. This report is provided as of March 15, 2016,19, 2024, by the following independent directors, who comprise the Compensation & Management Development Committee:
Lee R. Raymond (Chairman)
Stephen B. Burke (Chair)
William C. WeldonLinda B. Bammann

Todd A. Combs
Virginia M. Rometty
The Compensation Discussion and Analysis is intended to describe our 20152023 performance, the compensation decisions for our Named Executive Officers and the Firm’s philosophy and approach to compensation. The following tables and disclosures on pages 66–7463-75 present additional information required in accordance with SEC rules, including the Summary Compensation Table.Table and the Pay Versus Performance disclosure.


JPMORGAN CHASE & CO.   2016
622024 PROXY STATEMENT   65


EXECUTIVE COMPENSATION | EXECUTIVE COMPENSATION TABLES

Executive compensation tables
I. SUMMARY COMPENSATION TABLE (SCT)
The following table and related narratives present the compensation for our Named Executive Officers in the format specified by the SEC. The table below reflects equity awards made in 20152023 for 20142022 performance. The “NEO Compensation” table of “2015 Named Executive Officer Compensation” on page 57 of this proxy statement55 shows how the CMDC viewed compensation actions.actions for 2023 performance. Officer position titles within this Proxy Statement reflect current roles and responsibilities as of the record date. Refer to Note 1 on page 5.
Name and
principal position
Year
Salary ($)1
Bonus
($)2
Stock
awards ($)3
Option
awards ($)4
Change in pension
value and non-qualified
deferred compensation
earnings ($)5
All other
compensation ($)6
Total ($)
James Dimon
Chairman and CEO
2023$1,500,000 $5,000,000 $28,000,000 $— $40,185 $553,595 7$35,093,780 
20221,500,000 5,000,000 28,000,000 — 29,877 318,729 34,848,606 
20211,500,000 5,000,000 25,000,000 52,620,000 25,486 282,659 84,428,145 
Daniel Pinto8
President and COO;
Former CEO, CIB
20231,500,000 5,000,000 22,000,000 — — 97,037 928,597,037 
20221,500,000 5,000,000 19,444,052 — — 662,401 26,606,453 
20219,055,948 

— 16,259,710 27,862,500 — 151,089 

53,329,247 
Mary Callahan Erdoes
CEO, AWM
2023750,000 10,500,000 14,850,000 — 29,183 5,000 1026,134,183 
2022750,000 9,900,000 11,850,000 — — 5,000 22,505,000 
2021750,000 7,900,000 12,150,000 — — 5,000 20,805,000 
Marianne Lake11
CEO, CCB
Former Co-CEO CCB
2023750,000 7,100,000 10,050,000 — — 75,015 1217,975,015 
2022750,000 6,700,000 9,450,000 — — 70,688 16,970,688 
Jennifer Piepszak
Co-CEO, CIB
Former Co-CEO, CCB
2023750,000 7,100,000 10,050,000 — 20,847 5,000 1317,925,847 
2022750,000 6,700,000 9,450,000 — — 5,000 16,905,000 
2021750,000 6,300,000 6,750,000 — — 5,000 13,805,000 
Jeremy Barnum
Chief Financial Officer
2023750,000 5,700,000 6,750,000 — 16,257 5,000 1413,221,257 
2022750,000 4,500,000 5,583,750 — — 5,000 10,838,750 
2021693,750 3,722,500 2,450,000 — — 5,000 6,871,250 
1Salary reflects the actual amount paid in each year.
2Includes amounts awarded, whether paid or deferred. Cash incentive compensation reflects compensation earned in connection with the performance year shown, which was awarded in January of the following year.
3Includes amounts awarded during the year shown. Amounts are the fair value on the grant date in accordance with applicable accounting guidance (i.e., at target for PSUs awarded in 2023). At the maximum level of performance, the value of PSUs awarded in 2023 would be: $42,000,000 for Mr. Dimon; $33,000,000 for Mr. Pinto; $11,137,500 for Ms. Erdoes; $7,537,500 for Ms. Lake; $7,537,500 for Ms. Piepszak; and $5,062,500 for Mr. Barnum. The Firm’s accounting for employee stock-based incentives is described in Note 9 to the Firm’s Consolidated Financial Statements in the 2023 Annual Report on pages 225 - 226, which may be accessed on our website at jpmorganchase.com, under Investor Relations.
4In 2021, Messrs. Dimon and Pinto were granted special option awards in the form of SARs that were not part of their regular annual compensation and will not be awarded on a recurring basis. The special options were awarded at the fair value on the respective grant dates of each award. The grant date fair value was determined using the Black-Scholes valuation model. The assumptions at the time of grant, and the equivalent values as of December 31, 2021, 2022 and 2023, are reflected in the chart below:
Assumptions
NameAs of dateAward strike priceJPM stock priceRisk free interest rateExpected annual dividend yieldExpected common stock price volatilityRemaining expected life in years
James Dimon7/20/2021$148.73$148.731.23%2.69%27.49%10
12/31/2021$148.73$158.631.52%2.58%26.23%10
12/31/2022$148.73$133.393.88%3.07%29.02%9
12/31/2023$148.73$170.163.88%2.53%24.51%8
Daniel Pinto12/14/2021$159.10$159.101.44%2.51%25.76%10
12/31/2021$159.10$158.631.52%2.54%25.88%10
12/31/2022$159.10$133.393.88%3.01%28.53%9
12/31/2023$159.10$170.163.88%2.48%24.09%8
The Firm’s accounting for employee stock-based incentives (including assumptions used to value employee stock options and SARs) is described in Note 9 to the Firm’s Consolidated Financial Statements in the 2023 Annual Report on pages 225 - 226.
5Amounts for years 2023, 2022, and 2021 are the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit pension plans (including supplemental plans). No NEOs had earnings in excess of 120% of the applicable federal rate on deferred compensation balances where the rate of return is not calculated in the same or in a similar manner as earnings on hypothetical investments under the Firm's qualified plans. The amount of earnings in excess of 120% of the applicable federal rate included in this column is $0 for each of 2023, 2022 and 2021.
6“All other compensation” includes the cost, if any, for a NEO’s spouse to attend business-related events where spousal attendance is expected or customary; and the cost, if any, for assistance with certain travel arrangements. This did not exceed the greater of $25,000 or 10% of the NEO’s total perquisites and personal benefits except as specifically noted in the footnotes that follow.
7The “All other compensation” amount for Mr. Dimon includes: $5,000 in employer non-matching contributions to the U.S. defined contribution plan; $362,226 for personal use of corporate aircraft; $30,400 for personal use of corporate cars; and $150,645 for the cost of residential, personal travel, and related security paid by the Firm, including one-time

Name and principal positionYear 
Salary ($)1

 
Bonus ($)2

 
Stock
awards ($)3

 
Option awards ($)3

 
Change in
pension value
and non-
qualified
deferred
compensation
earnings ($)4

 
All other
compen-
sation ($)

 Total ($)
James Dimon5
2015 $1,500,000
 $5,000,000
 $11,100,000
 $
 $9,253
 $621,060
6 
$18,230,313
Chairman and CEO2014 1,500,000
 7,400,000
 18,500,000
 
 55,816
 245,893
 27,701,709
 2013 1,500,000
 
 10,000,000
 
 
 291,833
 11,791,833
Marianne Lake2015 750,000
 4,100,000
 5,550,000
 
 
 112,350
7 
10,512,350
Chief Financial Officer2014 750,000
 3,700,000
 4,650,000
 
 
 50,713
 9,150,713
2013 729,167
 3,100,000
 1,040,000
 3,268,000
 
 92,221
 8,229,388
Mary Callahan Erdoes2015 750,000
 6,900,000
 9,450,000
 
 
 
 17,100,000
CEO AM2014 750,000
 6,300,000
 8,550,000
 
 61,975
 
 15,661,975
 2013 750,000
 5,700,000
 7,350,000
 2,000,000
 
 
 15,800,000
Daniel Pinto2015 6,884,250
8 

 9,584,204
 
 875
 205,628
9 
16,674,957
CEO CIB2014 7,415,796
 
 8,125,000
 
 
 293,624
 15,834,420
 2013 743,442
 8,125,000
 7,125,000
 1,000,000
 136
 279,543
 17,273,121
Matthew Zames2015 750,000
 7,100,000
 9,750,000
 
 842
 
 17,600,842
Chief Operating Officer2014 750,000
 6,500,000
 9,750,000
 
 17,313
 
 17,017,313
2013 750,000
 6,500,000
 9,150,000
 1,000,000
 
 
 17,400,000
1
Salary reflects the actual amount paid in each year.
2
Includes amounts awarded, whether paid or deferred. Cash incentive compensation reflects compensation earned in connection to performance year 2015, which was awarded in January 2016.
3
Includes amounts awarded during the year shown. Amounts are the fair value on the grant date (or, if no grant date was established, on the award date). The Firm’s accounting for employee stock-based incentives (including assumptions used to value employee stock options and SARs) that have been granted is described in Note 10 to the Firm’s Consolidated Financial Statements in the 2015 Annual Report on pages 231-232. Our Annual Report may be accessed on our website at jpmorganchase.com, under Investor Relations.
4
Amounts for years 2015 and 2014 are the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans (including supplemental plans). For 2015, Ms. Erdoes had a reduction in pension value in the amount of $(8,563); for 2013, the NEOs, other than Ms. Lake and Mr. Pinto, had a reduction in pension value: Mr. Dimon, $(13,930), Ms. Erdoes, $(35,281) and Mr. Zames, $(5,625), respectively. Amounts shown also include earnings in excess of 120% of the applicable federal rate on deferred compensation balances where the rate of return is not calculated in the same or in a similar manner as earnings on hypothetical investments available under the Firm’s qualified plans. For Mr. Pinto this amount is $875 for 2015, $0 for 2014, and $136 for 2013 and for all other NEOs, this amount was $0 for each of 2015, 2014, and 2013.
5
Mr. Dimon’s 2015 compensation is reported lower in the SCT ($18.2 million) than in the annual compensation table on page 57 ($27.0 million) due to a change in his year-over-year pay mix resulting in a significant portion of his performance-based pay for 2015 being delivered in equity. Specifically, for performance year 2015, a significant portion of Mr. Dimon’s compensation (approximately $20.5 million) was delivered in performance share units, which will be reported, in full, in the 2016 SCT (as they were granted in January 2016).  A portion of Mr. Dimon’s performance year 2015 compensation was not awarded in equity ($5 million was awarded in the form of a cash incentive), and is therefore included in the 2015 SCT. Pursuant to SEC rules, equity received for performance year 2014 ($11.1 million), which was granted in January 2015, is included in the 2015 SCT.  
6
The “All other compensation” column for Mr. Dimon includes: $123,873 for personal use of corporate aircraft; $34,828 for personal use of cars; $462,264 for the cost of residential and related security paid by the Firm, the majority of which was one-time expenditures and are not expected to recur in 2016; and $95 for the cost of life insurance premiums paid by the Firm (for basic life insurance coverage equal to one times salary up to a maximum of $100,000, which program covers all benefit-eligible employees). Mr. Dimon’s personal use of corporate aircraft and cars, and certain related security, is required pursuant to security measures approved by the Board.


2024 PROXY STATEMENT63
66
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


Table of Contents
EXECUTIVE COMPENSATION TABLES | EXECUTIVE COMPENSATION

expenditures related to system installations and upgrades. Mr. Dimon’s personal use of corporate aircraft and cars, and certain related security, is required pursuant to security measures approved by the Board. We consider such security measures necessary, and not a personal benefit. Incremental costs are determined as follows:
Aircraft: operating cost per flight hour for the aircraft type used, developed by an independent reference source, including fuel, fuel additives and lubricants; landing and parking fees; crew expenses; small supplies and catering; maintenance, labor and parts; engine restoration costs; and a maintenance service plan.
Cars: annual lease valuation of the assigned cars; annual insurance premiums; fuel expense; estimated annual maintenance; other miscellaneous expense; and annual drivers’ compensation, including salary, overtime, benefits and bonus. The resulting total is allocated between personal and business use based on mileage.
7.
The “All other compensation” column for Ms. Lake includes $26,032 in employer contributions to a non-U.S. defined contribution plan and $86,318 for tax settlement payments made on behalf of Ms. Lake in connection with her international assignment at the Firm’s request and consistent with the Firm’s policy for employees working on international assignments. The Firm’s expatriate assignment policy provides that the Firm will be responsible for any incremental U.S. and state income taxes due on home-country employer-provided benefits that would not otherwise be taxable to the employee in their home country.
8.
Since Mr. Pinto is located in London, the terms and composition of his compensation reflect the requirements of local regulations, including changes that came into effect in 2014 to comply with the Capital Requirements Directive IV. These requirements include that at least 60% of his incentive compensation is deferred, and that his incentive compensation is not more than twice his fixed compensation in respect of any given performance year. Mr. Pinto’s fixed compensation is comprised of salary and a cash fixed allowance payable bi-annually and on account of his role and responsibilities. The CMDC elected to defer 100% of Mr. Pinto’s variable compensation into deferred equity - 50% into RSUs and 50% into PSUs - in order to maintain a comparable deferred equity portion as similarly situated Firm employees. Mr. Pinto’s salary and cash fixed allowance are denominated and paid in Sterling (GBP) and are unchanged from 2014 to 2015. For the purposes of this table, a blended applicable spot rate of 1.53851 U.S. dollars per pound sterling, which was based on a 10-month average spot rate has been used to convert Mr. Pinto’s salary to U.S. dollars for 2015; the fixed allowance was converted to U.S. dollars at 1.55800 and 1.53808 U.S. dollars per pound sterling for July 2015 and January 2016, respectively, based on 5-day average spot rates in July and October 2015, respectively. The blended applicable spot rates used to convert Mr. Pinto’s salary and fixed allowance for 2014 and his salary for 2013 were 1.66647 and 1.56514 U.S. dollars per pound sterling, respectively.
9.
The “All other compensation” column for Mr. Pinto includes $21,693 in employer contributions to a non-U.S. defined contribution plan; $9,050 in tax compliance assistance for non-U.K. business travel; $18,781 for personal use of cars; $35,467 for spousal travel related to business events; and $120,637 for interest accrued on balances from mandatory bonus deferrals prior to 2016. During 2015, the applicable rate of interest on mandatory deferral balances was 1.60% for the first six months and 1.86% for the last six months of 2015.
8Mr. Pinto's 2023 and 2022 salary of $1,500,000 includes a fee of £96,164 for 2023 and £100,000 for 2022 for his service on the J.P. Morgan Securities plc Board. Since Mr. Pinto was located in the U.K. prior to 2022, the terms and composition of his compensation awarded prior to 2022 reflected the requirements of local regulations, including changes that came into effect in 2014 and 2021 to comply with the Capital Requirements Directive IV and V respectively.
9The “All other compensation” amount for Mr. Pinto includes $3,000 in employer non-matching contributions to the U.S. defined contribution plan; $67,586 in tax compliance assistance for business travel and relocation at the Firm's request; and $26,451 for spousal travel related to business events.
10The “All other compensation” amount for Ms. Erdoes includes $5,000 in employer non-matching contributions to the U.S. defined contribution plan.
11Ms. Lake was not a NEO in 2021.
12The “All other compensation” amount for Ms. Lake includes $21,006 in employer contributions to a non-U.S. defined contribution plan and $53,409 for tax settlement payments made on behalf of Ms. Lake in connection with her international assignment at the Firm's request and consistent with the Firm's policy for employees working on international assignments. The Firm's expatriate assignment policy provides that the Firm will be responsible for any incremental U.S. and state income taxes due on home-country employer-provided benefits that would not otherwise be taxable to the employee in their home country.
13The “All other compensation” amount for Ms. Piepszak includes $5,000 in employer non-matching contributions to the U.S. defined contribution plan.
14The “All other compensation” amount for Mr. Barnum includes $5,000 in employer non-matching contributions to the U.S. defined contribution plan.
II. 20152023 GRANTS OF PLAN-BASED AWARDS1
The following table shows grants of plan-based awards made in 20152023. No awards of options or SARs were granted to NEOs in 2023.
Estimated Future Payout Under Equity
Incentive Plan Awards (PSUs)2
Stock awards (RSUs)3
NameGrant dateThreshold (#)Target (#)Maximum (#)
Number of shares of
restricted
stock or units (#)
Grant date
fair value ($)4
James Dimon1/17/2023199,456 299,184 — $28,000,000 
Daniel Pinto1/17/2023156,715 235,072 — 22,000,000 
Mary Callahan Erdoes1/17/2023— — 52,892 7,425,000 
1/17/202352,892 79,338 — 7,425,000 
Marianne Lake1/17/2023— — 35,796 5,025,000 
1/17/202335,796 53,694 — 5,025,000 
Jennifer Piepszak1/17/2023— — 35,796 5,025,000 
1/17/202335,796 53,694 — 5,025,000 
Jeremy Barnum1/17/2023— — 24,042 3,375,000 
1/17/202324,042 36,063 — 3,375,000 
1Equity grants are awarded as part of the annual compensation process and as part of employment offers for new hires. Grants made as part of the 2014 performance year.
NameGrant date 
Approval
date
 Stock awards 
Grant date
fair value ($)

 
Number of
shares of
stock or
units (#)2

 
James Dimon1/20/2015 1/20/2015 198,546
 $11,100,000
Marianne Lake1/20/2015 1/20/2015 99,273
 5,550,000
Mary Callahan Erdoes1/20/2015 1/20/2015 169,032
 9,450,000
Daniel Pinto1/20/2015 1/20/2015 171,433
 9,584,204
Matthew Zames1/20/2015 1/20/2015 174,399
 9,750,000
1
Equity grants are awarded as part of the annual compensation process and as part of employment offers for new hires. In each case, the grant price is not less than the average of the high and the low prices of JPMorgan Chase common stock on the grant date. Grants made as part of the annual compensation process are generally awarded in January after earnings are released. RSUs carry no voting rights; however, dividend equivalents are paid on the RSUs at the time actual dividends are paid on shares of JPMorgan Chase common stock. The Firm does not grant options with restoration rights and prohibits repricing of stock options and SARs.
annual incentive compensation process are generally awarded in January after fourth quarter earnings are released. RSUs and PSUs carry no voting rights. On January 19, 2016,16, 2024, the Firm awarded RSU and PSU awards as part of the 20152023 annual incentive compensation. Because these awards were granted in 2016,2024, they do not appear in this table, which is required to include only equity awards actually granted during 2015.2023. These 20162024 awards are however reflected in the “2015 Named Executive Officer Compensation” table“NEO annual compensation table" on page 5755.
2PSUs vest on March 25, 2026, and are subject to a two-year holding period post-vesting. Each PSU represents the right to receive one share of this proxy statement. No SARs were awardedcommon stock on the vesting date. The ultimate number of PSUs that will vest will be determined by the Firm’s performance over the three-year performance period and will include any accumulated reinvested dividend equivalent shares. The dividend equivalent shares, if any, will be based on: (1) the number of PSUs earned at vesting; and (2) on dividends that would have been paid on the Firm’s common stock during the vesting period as of each dividend payment date, if any.
3RSUs vest in 2016, 2015two equal installments on January 13, 2025 and 2026. Each RSU represents the right to receive one share of common stock on the vesting date and non-preferential dividend equivalents, payable in cash, equal to any dividends paid on the Firm’s common stock during the vesting period.
4The grant date fair value for RSUs and PSUs is based on the average of the high and the low prices of JPMorgan Chase common stock on the grant date multiplied by the number of units granted (for RSUs) or 2014 with respect to 2015, 2014 and 2013 compensation, respectively.target number of PSUs.
2
For all Named Executive Officers, the RSUs vest in two equal installments on January 13, 2017 and 2018. Under rules applicable in the U.K., for Mr. Pinto, these RSUs are subject to a six-month holding period post-vesting. Each RSU represents the right to receive one share of common stock on the vesting date and non-preferential dividend equivalents, payable in cash, equal to any dividends paid on the Firm’s common stock during the vesting period.



JPMORGAN CHASE & CO.   2016
642024 PROXY STATEMENT   67


Table of Contents
EXECUTIVE COMPENSATION | EXECUTIVE COMPENSATION TABLES

III. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 20152023
The following table shows the number of shares of the Firm’s common stock underlying (i) exercisable and unexercisable stock options and SARs and (ii) RSUs and PSUs that had not yet vested held by the Firm’s Named Executive Officers on December 31, 2015.
2023.
 Option awards Stock awards
Option awards
Name
Name
Name 
Option/stock award
grant date1
 
Number of securities underlying unexercised options: # exercisable1,2
  
Number of
securities
underlying
unexercised
options: #
unexercisable1, 2
  
Option
exercise
price ($)

 
Option
expiration
date

 
Number of shares or units of stock that have not vested1

 
Market value
of shares or
units of stock
that have not
vested ($)
2

James Dimon               
 1/22/2008  2,000,000
 
a 
 $39.83
 1/22/2018
 
 
 2/3/2010  563,562
 
b 
 43.20
 1/20/2020
 
 
 2/16/2011  293,901
 73,476
b 
 47.73
 2/16/2021
 
 
 1/18/2012  337,458
 224,972
b 
 35.61
 1/18/2022
 
  
 1/17/2013  
 
 
 
 107,343
c 
 

 1/22/2014  
 
 
 
 319,655
c 
  
 1/20/2015  
 
 
 
 198,546
c 
  
James Dimon
James Dimon
1/19/2021
1/19/2021
1/19/2021
7/20/2021
7/20/2021
7/20/2021
1/18/2022
1/18/2022
1/18/2022— — — — 289,147 a
1/17/20231/17/2023— — — — 305,574 a
Total awards (#)   3,194,921
 298,448
     625,544
 $41,304,670
Market value of
in-the-money options ($)
   $80,909,981
 $8,188,259
     
  
Market value ($)5
Market value ($)5
Market value ($)5
Daniel Pinto
Daniel Pinto
Daniel Pinto
1/17/2017
1/17/2017
1/17/2017
1/17/2017
1/17/2017
1/17/2017
1/16/2018
1/16/2018
1/16/2018— — — 39,047 d— 

1/16/2018
1/15/2019
1/15/2019
1/15/2019
1/15/2019
1/15/2019
1/15/2019
1/21/2020
1/21/2020
1/21/2020
1/21/2020
1/21/2020
1/21/2020
1/19/2021
1/19/2021
1/19/2021
1/19/2021
1/19/2021
1/19/2021
12/14/2021
12/14/2021
12/14/2021
1/18/2022
1/18/2022
1/18/2022— — — 74,774 d113,444 d
1/17/20231/17/2023— — — — 

240,093 a
Total awards (#)
Market value ($)5
Market value ($)5
Market value ($)5
Mary Callahan Erdoes
Mary Callahan Erdoes
Mary Callahan Erdoes
1/19/2021
1/19/2021
1/19/2021
1/19/2021
1/19/2021
1/19/2021
1/18/2022
1/18/2022
1/18/2022— — — 38,686 e61,187 a
1/17/20231/17/2023— — — 52,892 e81,032 a
Total awards (#)
Market value ($)5
Market value ($)5
Market value ($)5
Marianne Lake              
 1/20/2009  10,000
 
b 
 $19.49
 1/20/2019
 
 
 1/20/2010  40,000
 
b 
 43.20
 1/20/2020
 
 
 1/19/2011  26,000
 13,000
b 
 44.29
 1/19/2021
 
 
 1/18/2012  33,746
 33,746
b 
 35.61
 1/18/2022
 
 
 1/17/2013  136,736
 205,106
b 
 46.58
 1/17/2023
 11,164
c 
 

 1/22/2014  
 
 
 
 80,346
c 
  
 1/20/2015  
 
 
 
 99,273
c 
  
Marianne Lake
Marianne Lake
1/19/2021
1/19/2021
1/19/2021
1/19/2021
1/19/2021
1/19/2021
1/18/2022
1/18/2022
1/18/2022— — — 30,851 e48,795 a
1/17/20231/17/2023— — — 35,796 e54,841 a
Total awards (#)   246,482
 251,852
 
 
 190,783
 $12,597,401
Market value of
in-the-money options ($)
   $5,629,909
 $5,298,485
 
 
 
  
Mary Callahan Erdoes             
 1/20/2009  100,000
 
b 
 $19.49
 1/20/2019
 
  
 2/3/2010  99,453
 
b 
 43.20
 1/20/2020
 
  
 1/19/2011  184,616
 46,154
b 
 44.29
 1/19/2021
 
  
 1/18/2012  134,982
 89,990
b 
 35.61
 1/18/2022
 
  
 1/17/2013  83,682
 125,524
b 
 46.58
 1/17/2023
 78,897
c 
  
 1/22/2014  
 
 
 
 147,733
c 
  
 1/20/2015  
 
 
 
 169,032
c 
  
Total awards (#)   602,733
  261,668
     395,662
 $26,125,562
Market value of
in-the-money options ($)
   $16,671,831
  $6,182,326
        
Market value ($)5
Market value ($)5
Market value ($)5



2024 PROXY STATEMENT65
68
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


    Option awards Stock awards
Name 
Option/stock award
grant date1
 
Number of securities underlying unexercised options: # exercisable1,2
  
Number of
securities
underlying
unexercised
options: #
unexercisable1, 2
   
Option
exercise
price ($)

 
Option
expiration
date

 
Number of shares or units of stock that have not vested1

  
Market value
of shares or
units of stock
that have not
vested ($)
2

Daniel Pinto                  
  10/19/2006  100,000
  
d 
 $46.79
 10/19/2016
 
  
  10/18/2007  200,000
  
b 
 45.79
 10/18/2017
 
  
  1/20/2010  85,000
  
b 
 43.20
 1/20/2020
 
  
  1/19/2011  60,000
  15,000
b 
 44.29
 1/19/2021
 
  
  1/18/2012  49,269
  32,846
b 
 35.61
 1/18/2022
 
  
  1/17/2013  41,840
  62,763
b 
 46.58
 1/17/2023
 41,596
e 
 
  1/22/2014  
  
  
 
 42,117
e 
  
  1/20/2015  
  
  
 
 171,433
c 
  
Total awards (#)    536,109
  110,609
  

 

 255,146
  $16,847,290
Market value of
in-the-money options ($)
    $11,529,501
  $2,546,016
  

 

 

   
Matthew Zames                
  1/19/2011  
  15,000
b 
 $44.29
 1/19/2021
 
   
  1/18/2012  
  32,846
b 
 35.61
 1/18/2022
 
   
  1/17/2013  
  62,763
b 
 46.58
 1/17/2023
 98,219
c 
  
  1/22/2014  
  
  
 
 168,467
c 
  
  1/20/2015  
  
  
 
 174,399
c 
  
Total awards (#)    
  110,609
    

 441,085
  $29,124,843
Market value of
in-the-money options ($)
    $
  $2,546,016
          
1
The awards set forth in the table have the following vesting schedules:
a
In January 2008, the Firm awarded to its Chairman and Chief Executive Officer up to 2 million SARs. The terms of this award are distinct from, and more restrictive than, other equity grants regularly awarded by the Firm. On July 15, 2014, the Compensation & Management Development Committee and Board of Directors determined that all requirements for the vesting of the 2 million SAR awards had been met and thus, the awards became exercisable. The SARs, which will expire in January 2018, have an exercise price of $39.83 (the price of JPMorgan Chase common stock on the date of grant). The expense related to this award was dependent on changes in fair value of the SARs through July 15, 2014 (the date when the vested number of SARs were determined), and the cumulative expense was recognized ratably over the service period, which was initially assumed to be five years but, effective in the first quarter of 2013, had been extended to six and one-half years. The Firm recognized $3 million and $14 million in compensation expense in 2014 and 2013, respectively, for this award.
b
Five equal installments, in years one, two, three, four and five
c
Two equal installments, in years two and three
d
Three equal installments, in years three, four and five
e
Two equal installments, in 18 months and 36 months
2
Value based on $66.03, the closing price per share of our common stock on December 31, 2015.

JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    69EXECUTIVE COMPENSATION TABLES | EXECUTIVE COMPENSATION


2Value based on $170.10, which was the closing price per share of Contentsour common stock on December 29, 2023, the last trading day of the year.
3Represents the maximum number of shares that NEOs may receive over the vesting period in connection with PSU awards granted and accumulated reinvested dividend equivalent shares, as applicable, as of December 31, 2023.
4Represents PSU awards for which the performance period ended on December 31, 2023. The CMDC certified the applicable performance criteria for the PSUs on March 19, 2024; the PSUs subsequently vested on March 25, 2024 as noted in the applicable footnotes a and d.

5For option awards, this represents the market value of in-the-money SARs; for stock awards it represents the value of unearned PSUs or RSUs that have not vested.
IV. 20152023 OPTION EXERCISES AND STOCK VESTED TABLE
The following table shows the number of shares acquired and the value realized during 20152023 upon the exercisevesting of stock optionsPSUs and the vesting of RSUs previously granted to each of the Named Executive Officers. There were no stock options exercised in 2023.
Stock awards
Name
Number of
shares acquired
on vesting (#)
Value
realized on
vesting ($)1
James Dimon298,970 $37,190,388 
Daniel Pinto135,773 17,692,945 
Mary Callahan Erdoes116,573 15,149,003 
Marianne Lake84,425 10,974,735 
Jennifer Piepszak55,794 7,269,634 
Jeremy Barnum17,714 2,464,815 
1Values were determined by multiplying the number of PSUs and RSUs, as applicable, that vested by the per-share fair market value of our common stock on the vesting date.
 Option awards Stock awards
Name
Number of
shares acquired
on exercise (#)

 
Value
realized on
exercise ($)1

 
Number of
shares acquired
on vesting (#)

 
Value
realized on
vesting ($)2

James Dimon600,481
 $10,859,699
 275,858
 $16,285,277
Marianne Lake
 
 20,152
 1,189,673
Mary Callahan Erdoes400,000
 8,333,000
 177,901
 10,502,386
Daniel Pinto50,000
 1,745,000
 100,272
 6,344,307
Matthew Zames69,343
 1,012,900
 224,774
 13,269,533
JPMORGAN CHASE & CO.662024 PROXY STATEMENT
1
Values were determined by multiplying the number of shares of our common stock, to which the exercise of the options related, by the difference between the per-share fair market value of our common stock on the date of exercise and the exercise price of the options.

Table of Contents
2EXECUTIVE COMPENSATION | EXECUTIVE COMPENSATION TABLES
Values were determined by multiplying the number of shares or units, as applicable, that vested by the per-share fair market value of our common stock on the vesting date.
V. 20152023 PENSION BENEFITS

The table below sets forth the retirement benefits expected to be paid to our Named Executive Officers under the Firm’s current retirement plans, as well as plans closed to new participants.plans. The terms of the plans are described below the table. No payments were made under these plans during 20152023 to our NEOs.
NamePlan name 
Number of years of
credited service (#)

 
Present value of
accumulated
benefit ($)
 NamePlan nameNumber of years of
credited service (#)
Present value of
accumulated benefit ($)
James DimonRetirement Plan 15
 $142,732
Excess Retirement Plan 15
 375,404
Excess Retirement Plan
Daniel Pinto
Mary Callahan Erdoes
Excess Retirement Plan
Marianne Lake 
 
Mary Callahan ErdoesRetirement Plan 19
 253,965
Excess Retirement Plan 19
 24,232
Daniel Pinto 
 
Matthew ZamesRetirement Plan 11
 64,017
Jennifer Piepszak
Excess Retirement Plan
Jeremy Barnum
Retirement Plan The JPMorgan Chase Retirement Plan is a qualified noncontributory U.S. defined benefit pension plan that provides benefits to substantially allmost U.S. employees. BenefitsThe Plan was frozen with respect to participants are based onpay credit contributions, effective January 1, 2020, and frozen with respect to new entrants into the Plan, effective January 1, 2019. Employees became fully vested in the value of their salary andPlan benefits as a result of this change. The years of service withlisted above are as of the freeze date. The Plan employingemployed a cash balance formula (in the form of pay and interest credits) to determine amounts at retirement. Pay credits are equal to a percentage (ranging from 3% to 5%) of base salary (and,ceased effective January 1, 2015, bonus and incentive pay) up to $100,000, based on years of service. Employees begin to accruewith the plan benefits after completing one year of service, and benefits generally vest after three years of service.freeze. Interest credits, which generally equal the yield on one-year U.S. Treasury bills plus 1% (subject to a minimum of 4.5%)., continue to accrue. Account balances include the value of benefits earned under prior heritage company plans, if any. Benefits are payable as an actuarially equivalent
lifetime annuity with survivorship rights (if married) or optionally under a variety of other payment forms, including a single-sum distribution. For the year ended December 31, 2015, Mr. Dimon, Ms. Erdoes and Mr. Zames each earned pay credit percentages of 4%. Ms. Lake and Mr. Pinto are not eligible to participate in U.S. benefit plans.
Legacy Plan — The following plan is closed to new participants:
Excess Retirement Plan Benefits were determined under the same terms and conditions as the Retirement Plan, but reflecting base salary in excess of IRS limits up to $1 million and benefit amounts in excess of IRS limits. Benefits are generally payable in a lump sum in the year following termination. AccrualsThe plan is closed to new participants and accruals under the plan were discontinued as of May 1, 2009.



70    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



Present value of accumulated benefits The valuation method and all material assumptions used to calculate the amounts above are consistent with those reflected in Note 98 to the Firm’s Consolidated Financial Statements in the 2015 Annual Report2023 Form 10-K on pages 223-230.
222- 224. Key assumptions include the discount rate (4.50%(5.35%); interest rates (5.00%(interest crediting rates of 6.42% for 2024, 5.50% for 2025, and 5.00% thereafter, to project cash balances; 3.80%4.12% to convert annuities to lump sums)sums and lump sums to annuities) and mortality rates (for the present value of annuities, the RP2014Pri-2012 (white-collar) projected generational
mortality table with projection scale MP2015;MP2021; for lump sums, the UP94 mortality table projected to 2002, with 50%/50% male/female weighting). We assumed benefits would commence at normal retirement date or unreduced retirement date, if earlier. Benefits paid from the Retirement Plan were assumed to be paid either as single-sum distributions (with probability of 90%85%) or life annuities (with probability of 10%15%). Benefits from the Excess Retirement Plan are paid as single-sum distributions. No death or other separation from service was assumed prior to retirement date.


2024 PROXY STATEMENT67JPMORGAN CHASE & CO.


Table of Contents
EXECUTIVE COMPENSATION TABLES | EXECUTIVE COMPENSATION
VI. 20152023 NON-QUALIFIED DEFERRED COMPENSATION
The Deferred Compensation Plan allows eligible participants to defer their annual cash incentive compensation awards on a before-tax basis up to a maximum of $1 million. A lifetime $10 million cap applies to deferrals of cash made after 2005. No deferral elections have been permitted relative to equity awards since 2006. During 2015,2023, there were no contributions made by the Firm nor contributions made or withdrawals or distributions received by the Named Executive Officers.
Name
Aggregate earnings
(loss) in last
fiscal year ($)1
Aggregate
balance at last
fiscal year–end ($)
James Dimon$8,268 $162,088 
Daniel Pinto830 26,448 
Mary Callahan Erdoes— — 
Marianne Lake— — 
Jennifer Piepszak17 542 
Jeremy Barnum— — 
Name
Aggregate earnings
(loss) in last
fiscal year ($)1
  
Aggregate
balance at last
fiscal year–end ($)
 
James Dimon $441
  $140,260
Marianne Lake 
  
Mary Callahan Erdoes 
  
Daniel Pinto 1,459
  20,732
Matthew E. Zames 
  
1The Deferred Compensation Plan allows participants to direct their deferrals among several investment choices, including JPMorgan Chase common stock; an interest income fund based 50% on a weighted average of returns by Hartford Investment Management Company SVA Bond Index Division and 50% by Newport Group designated set of general account life insurance policies owned by JPMorgan Chase; Hartford funds indexed to fixed income, bond, balanced, S&P 500, Russell 2000 and international portfolios; and Hartford investments in Vanguard Variable Insurance Fund high-yield bond, mid-cap and REIT index. In addition, there are balances in deemed investment choices from heritage company plans that are no longer open to new deferrals.
1
The Deferred Compensation Plan allows participants to direct their deferrals among several investment choices, including JPMorgan Chase common stock; an interest income fund and the JPMorgan Chase general account of Prudential Insurance Company of America; and Hartford funds indexed to fixed income, bond, balanced, S&P 500, Russell 2000 and international portfolios. In addition, there are balances in deemed investment choices from heritage company plans that are no longer open to new deferrals including a private equity alternative.
Investment returns in 20152023 for the following investment choices were: Short-Term Fixed Income, 0.45%6.49%; Interest Income, 2.96%3.24%; Barclays Capital U.S. Aggregate Bond Index, 0.48%5.57%; High-Yield, 11.51%; Balanced Portfolio, 1.16%15.58%; S&P 500 Index, 1.36%26.23%; Mid-Cap Index, 15.83%; Russell 2000 Index, (4.54)%16.82%; REIT Index, 11.70%; International, (0.77)%14.65%; and JPMorgan Chase common stock, including dividend equivalents, 8.39%30.63%.
Investment returns for the private equityinvestment choice, which is closed to new participants and does not permit new deferrals, are dependent upon the years in which a participant directed deferrals into such investment choices. For one NEO with a partial balance in such deferrals, the private equity investment return was 62.0%.
Beginning with deferrals credited January 2005 under the Deferred Compensation Plan, participants were required to elect to receive distribution of the deferral balance beginning either following retirement or termination or in a specific year but no earlier than the second anniversary of the date the deferral would otherwise have been paid. If retirement or termination were elected, payments will commence during the calendar year following retirement or termination. Participants may elect the distribution to be lump sum or annual installments for a maximum of 15 years. With respect to deferrals made after December 31, 2005,2004, under the Deferred Compensation Plan, account balances are automatically paid as a lump sum in the year following termination if employment terminates prior to the participant attaining 15 years of service. With respect to deferrals made after December 31, 2017, account balances are automatically paid as a lump sum in the year following termination if employment terminates prior to the participant attaining 5 years of service.
The Supplemental Savings and Investment Plan (“SSIP”) is a heritage plan applicable to former Bank One employees which is closed to new participants and does not permit new deferrals. It functions similarly to the Deferred Compensation Plan. The investment return in 20152023 for the following investment choice was: Short-Term Fixed Income, 0.32%5.38%. With respect to the SSIP, account balances are automatically paid as a lump sum in the year following termination unless an installment option is elected prior to termination of employment.


JPMORGAN CHASE & CO.   2016
682024 PROXY STATEMENT   71


EXECUTIVE COMPENSATION | EXECUTIVE COMPENSATION TABLES

VII. 20152023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
We believe our pay practices relating to termination events, summarized below, illustrate our commitment to sound corporate governance, are consistent with best practices and are aligned with the interests of shareholders.
TERMINATION POLICIES ALIGNED WITH SHAREHOLDER INTERESTS
No golden parachute agreements
NEOs are not entitled to any accelerated cash/equity payments or special benefits upon a change in control
No employment agreements

All of the U.S. based NEOs are “at will” employees and are not covered by employment agreements
Ms. Lake and Mr. Pinto haveLake's terms of employment that reflect applicable U.K. legal standards
No special cash severance

Severance amounts for NEOs are capped at one-year salary, not to exceed $400,000 (or £275,000 in the case of Ms. Lake and Mr. Pinto)Lake)
No special executive benefits
NEOs are not entitled to any special benefits upon termination

Standard, broad-based severance
Mr. Dimon, Mr. Pinto, Ms. Erdoes, Ms. Piepszak and Mr. ZamesBarnum are covered under the Firm’s broad-based U.S. Severance Pay Plan. Benefits under the U.S. Severance Pay Plan are based on an employee’s base salary and length of service on termination of employment. Employees remain eligible for coverage at active employee rates under certain of the Firm’s employee welfare plans (such as medical and dental) for up to six months after their employment terminates. Ms. Lake and Mr. Pinto areis covered under the Firm’s U.K. Discretionary Redundancy Policy, which provides for a lump sum payment on termination based on base salary and length of service and subject to a cap of £275,000. In addition, in the event of termination by the Firm for reasons other than cause, employees may be considered, at the discretion of the Firm, for a cash payment in lieu of an annual incentive compensation award, taking into consideration all circumstances the Firm deems relevant, including the circumstances of the employee’s leaving and the employee’s contributions to the Firm over his or her career. Severance benefits and any such discretionary payment are subject to execution of a release in favor of the Firm and certain post-termination employment and other restrictions that remain in effect for at least one year after termination.restrictions.
The table on the following page sets forth the benefits and compensation which the Named Executive Officers would have received if their employment had terminated on December 31, 2015.2023. The amounts shown in the table on the following page do not include other payments and benefits available generally to
salaried employees upon termination of employment, such as accrued vacation pay, distributions from the 401(k) Savings Plan, pension and deferred compensation plans, or any death, disability or post-retirementpost retirement welfare benefits available under broad-based employee plans. For information on the pension and deferred compensation plans, see “Table V: 20152023 Pension benefits” on page 70 of this proxy statement67 and “Table VI: 20152023 Non-qualified deferred compensation” on page 71 of this proxy statement.68. Such tables also do not show the value of vested stock options and SARs, which arewould be listed Inin “Table III: Outstanding equity awards at fiscal year-end 2015”2023” on page 68 of this proxy statement.pages 65 and 66; however, there were no vested SARs outstanding on December 31, 2023.
NEOs are not entitled to any additional equity awards in connection with a potential termination. Rather, under certain termination scenarios including disability, death, termination without cause, or resignation (if full careerfull-career eligible), NEOs’ outstanding equity continuesawards continue to vest in accordance with itstheir terms (or acceleratesaccelerate in the event of death). The table on the following page shows the value of these unvested RSUs, and stock optionsPSUs and SARs based on the closing price of our common stock on December 31, 2015 (for stock options and SARs it is the closing price of our common stock price on December 31, 2015, minus the applicable exercise price of the options and SARs).29, 2023.
Government Office provisionsprovision
In addition, employeesEmployees with applicable awards, including NEOs, are covered under the Firm’s Government Office provisionsprovision which allowallows for continued



72    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



vesting of equity awards if employees resignthe employee resigns to accept a covered government office. For such employees who are full careerfull-career eligible, all outstanding performance year awards continue to vest in accordance with their terms whether they leave the Firm to enter government service or otherwise. otherwise, so, for these awards, the Government Office provision does not provide any benefit to employees who are full-career eligible. All NEOs meet the full-career eligibility provision of their applicable awards.1
For employees who are not Full Career Eligible,full-career eligible, and for awards that do not have full career eligibility provisions, the value of awards that would continue to vest as a result of the Government Office provisionsprovision of our equity plan would equal a percentage of the unvested stock awards shown in Table III ranging from 0% prior to three years of employment by the Firm to 50% after three years of employment risingincreasing to 100% after five years.

1Refer to Notes 3 and 6 on page 70.

2024 PROXY STATEMENT69JPMORGAN CHASE & CO.

Table of Contents
EXECUTIVE COMPENSATION TABLES | EXECUTIVE COMPENSATION
The Firm’s Government Office provisions allowprovision allows for accelerated vesting of the awards otherwise eligible for continued vesting, as described above, only if government ethics or conflicts of interest laws require
divestiture of unvested awards and do not allow continued vesting.
Notwithstanding acceleration of any awards, the former employee remains subject to the applicable terms of the award agreement as if the award had remained outstanding for the duration of the original vesting period, including the clawback provisions and post-employment obligations. Former employees who are not required to divest their holdings are not eligible for accelerated vesting under the Government Office provisions and any
Any awards not eligible for continued vesting under the terms of the plan are forfeited;forfeited and they do not accelerate.
Details regarding the potential value of such provisions are provided in the table below. In 2015,2023, no current or former Operating CommitteeOC member received any benefits under these provisions.


the Government Office provision.
20152023 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Termination reason1
Name
Involuntary
without cause
($)2
Resignation per
Full-Career
Eligibility
provision ($)3
Disability4
Death
($)5
Resignation per
Government
Office provision
($)6
Change in
control ($)
James DimonSeverance and other$400,000 $— $— $— $$— 
SARs— — 32,055,000 32,055,000 32,055,000 — 
RSUs— — — — — — 
PSUs7
116,929,313 116,929,313 116,929,313 133,634,404 — — 
Daniel PintoSeverance and other400,000 — — — — — 
SARs— — 8,253,750 8,253,750 8,253,750 — 
RSUs82,135,337 82,135,337 82,135,337 82,135,337 — — 
PSUs7
57,870,649 57,870,649 57,870,649 66,696,570 — — 
Mary Callahan ErdoesSeverance and other400,000 — — — — — 
RSUs19,287,639 19,287,639 19,287,639 19,287,639 — — 
PSUs7
28,153,360 28,153,360 28,153,360 31,997,735 — — 
Marianne LakeSeverance and other348,288 — — — — — 
RSUs14,075,775 14,075,775 14,075,775 14,075,775 — — 
PSUs7
20,630,400 20,630,400 20,630,400 23,511,333 — — 
Jennifer PiepszakSeverance and other400,000 — — — — — 
RSUs13,397,927 13,397,927 13,397,927 13,397,927 — — 
PSUs7
18,433,334 18,433,334 18,433,334 21,314,267 — — 
Jeremy BarnumSeverance and other369,231 — — — — — 
RSUs8,686,667 8,686,667 8,686,667 8,686,667 — — 
PSUs7
7,446,375 7,446,375 7,446,375 9,232,353 — — 
    
Termination reason1
  
Name   
Involuntary without cause ($)2
  
Death/Disability ($)3
  
Resignation ($)4
  
Government office ($)5
 
Change in
control ($)
 
James Dimon Severance and other  $369,231
  $
  $
  $
 $
  Option awards  4,766,435
  8,188,259
  8,188,259
  
 
  Stock awards  41,304,670
  41,304,670
  41,304,670
  41,304,670
 
  Other deferred awards  
  
  
  
 
Marianne Lake Severance and other  416,037
  
  
  
 
  Option awards  2,125,654
  3,968,708
  3,968,708
  
 
  Stock awards  12,597,401
  12,597,401
  12,597,401
  12,597,401
 
  Other deferred awards  
  
  
  
 
Mary Callahan Erdoes Severance and other  400,000
  
  
  
 
 Option awards  3,185,943
  5,368,499
  5,368,499
  
 
  Stock awards  26,125,562
  26,125,562
  26,125,562
  26,125,562
 
  Other deferred awards  
  
  
  
 
Daniel Pinto Severance and other  416,037
  
  
  
 
  Option awards  1,232,601
  2,139,102
  2,139,102
  
 
  Stock awards  16,847,290
  16,847,290
  16,847,290
  16,847,290
 
  
Other deferred awards 6
  5,102,539
  5,102,539
  5,102,539
  5,102,539
 
Matthew Zames Severance and other  253,846
  
  
  
 
  Option awards  1,232,601
  2,139,102
  
  
 
  Stock awards  29,124,843
  29,124,843
  
  29,124,843
 
  Other deferred awards  
  
  
  
 

1

1"SARs," “RSUs” and “PSUs” refer to previously granted, outstanding equity awards. NEOs are not entitled to any additional equity awards in connection with a potential termination.
2Involuntary terminations without cause include involuntary terminations due to redundancies and involuntary terminations without alternative employment. For “Severance and other,” amounts shown represent severance under the Firm’s broad-based U.S. Severance Pay Plan, or the U.K. Discretionary Redundancy Policy in the case of Ms. Lake. Base salary greater than $400,000 per year, or £275,000 in the case of Ms. Lake, is disregarded for purposes of determining severance amounts. The rate used to convert Ms. Lake’s eligible severance to U.S. dollars was the blended spot rate for the month of December 2023, which was $1.2665 U.S. dollars per British pound sterling.
3For employees in good standing who have resigned and have met full-career eligibility or other acceptable criteria, awards continue to vest over time on their original schedule, provided that the employees, for the remainder of the vesting period, do not perform services for a financial services company or work in their profession (whether or not for a financial services company); provided that employees may work for a government, education or not-for-profit organization. The awards shown represent RSUs and PSUs that would continue to vest because the NEOs have met the full-career eligibility criteria. The awards are subject to continuing post-employment obligations to the Firm during this period.
4In the case of disability, stock awards continue to vest pursuant to their original vesting schedule.
5Vesting restrictions on stock awards and restrictions upon exercise of SARs lapse immediately upon death.
6The Government Office provision of an award does not provide any benefit to employees who have met the full-career eligibility provision of that same award. Therefore, under the terms of the Government Office provision, NEOs would generally not receive any benefit upon termination since they meet the full-career eligibility provision entitling them to continued vesting of their equity awards (see preceding Note 3). For awards that do not have the full career eligibility provision, the amount reported is based on the December 31, 2023 value of the award in which the NEO is eligible to continue to vest.
7For death, represents the value of PSUs granted on January 19, 2021, January 18, 2022, and January 17, 2023 assuming: (a) maximum payout related to 2021, 2022, and 2023 performance years; (b) target payout related to 2024 and 2025 performance years; and (c) accumulated reinvested dividend equivalent shares as of December 31, 2023. For involuntary without cause, full career eligibility provision and disability, (a) maximum payout related to PSUs granted on January 19, 2021; and (b) target payout is assumed related to PSUs granted on January 18, 2022 and January 17, 2023.
“Option awards” and “Stock awards” refer to previously granted, outstanding equity awards. NEOs are not entitled to any additional equity awards in connection with a potential termination.
2
Involuntary terminations without cause include involuntary terminations due to redundancies and involuntary terminations without alternative employment. For ‘Severance and other’, amounts shown represent severance under the Firm’s broad-based U.S. Severance Pay Plan, or the U.K. Discretionary Redundancy Policy in the case of Ms. Lake and Mr. Pinto. Base salary greater than $400,000 per year, or £275,000 in the case of Ms. Lake and Mr. Pinto, is disregarded for purposes of determining severance amounts. The rate used to convert Ms. Lake’s and Mr. Pinto’s eligible severance to U.S. dollars was the blended spot rate for the month of December 2015, which was $1.51286 U.S. dollars per pound sterling.

JPMORGAN CHASE & CO.   2016
702024 PROXY STATEMENT   73


EXECUTIVE COMPENSATION | PAY VERSUS PERFORMANCE DISCLOSURE
Pay versus performance disclosure
PAY VERSUS PERFORMANCE TABLE
The following table presents the executive Compensation Actually Paid ("CAP") for our Principal Executive Officer ("PEO") and non-PEO NEOs relative to the Firm’s financial performance in the format specified by the SEC pursuant to Item 402(v) of Regulation S-K. The CMDC does not utilize CAP for compensation considerations and determinations; for more information on our compensation philosophy and pay decisions for our Named Executive Officers, see our "Compensation Discussion and Analysis" which starts on page 35.
The Firm continues to consider ROTCE its most important company-selected financial performance measure for compensation. ROTCE is a comprehensive performance metric that measures the Firm's net income applicable to common equity as a percentage of average tangible common equity, and reflects how well management is using shareholders’ equity to generate profit. It is a fundamental performance metric that is widely used by the Firm, investors and analysts in assessing the earnings power of common shareholders’ equity capital, and is useful for comparing the profitability of the Firm with that of our competitors.
Year1
Summary Compensation Table Total for PEO ($)
Compensation Actually Paid to PEO ($)2
Average Summary Compensation Table Total for non-PEO NEOs ($)
Average Compensation Actually Paid to non-PEO NEOs ($)2
Value of Initial Fixed $100 Investment Based On:Net Income ($B)
ROTCE4
(%)
Company TSR3 ($)
Peer Group TSR3 ($)
2023$35,093,780 $103,727,807 $21,481,873 $41,047,384 $137.91 $132.94 $49.6 21 %
202234,848,606 37,460,704 19,230,223 17,207,207 105.48 118.54 37.7 18 %
202184,428,145 130,523,740 23,472,201 35,685,622 120.68 132.50 48.3 23 %
202031,664,554 10,691,379 19,253,451 14,705,061 94.48 98.24 29.1 14 %
1NEOs included in the above table are comprised of the following individuals. In accordance with SEC rules, only the Firm's CEO, CFO and three highest-paid NEOs from the 2023 SCT on page 63 have been included.
YearPEONon-PEO NEOs
3
2023
Vesting restrictions on stock awards (and for Mr.James DimonDaniel Pinto, “Other deferred awards”) lapse immediately upon death. In the case of disability, stock awards continue to vest pursuant to their original vesting schedule. In the case of death and disability, option and SAR awards may be exercised for a specified period to the extent then exercisable or become exercisable during such exercise period.
Mary Callahan Erdoes, Marianne Lake, Jeremy Barnum
4
2022
For employees in good standing who have resigned and have met “full-career eligibility” or other acceptable criteria, awards continue to vest over time on their original schedule, provided that the employees, for the remainder of the vesting period, do not perform services for a financial services company or work in their profession (whether or not for a financial services company); provided that employees may work for a government, education or not-for-profit organization. The awards shown represent RSUs that would continue to vest and SARs that would become and remain exercisable through an accelerated expiration date because the Named Executive Officers, other than Mr. Zames, have met the full-career eligibility criteria. The awards are subject to continuing post-employment obligations to the Firm during this period. In the case of Mr. Zames, the awards shown, representing RSUs and SARs, would not continue to vest because he has not met the “full-career eligibility” criteria.
James DimonDaniel Pinto, Mary Callahan Erdoes, Marianne Lake, Jeremy Barnum
5
2021
Under the terms of the Government Office provisions, Named Executive Officers would be eligible to receive the full value of their stock award should they resign to accept a government office that required divestiture of unvested equity awards and does not allow continued vesting.
James DimonDaniel Pinto, Gordon Smith, Mary Callahan Erdoes, Jennifer Piepszak, Jeremy Barnum
6
2020
Amounts shown represent balances as of December 31, 2015, under the mandatory deferral of cash bonus applicable to Mr. Pinto. For employees in good standing who have resigned and have met “full-career eligibility” or other acceptable criteria, mandatory cash deferral awards continue to vest over time on their original schedule; such awards would continue to vest because Mr.James DimonDaniel Pinto, has met the “full-career eligibility” criteria. The mandatory cash deferral awards are subject to continuing post-employment obligations to the Firm during this period.Gordon Smith, Mary Callahan Erdoes, Jennifer Piepszak


2The following table details the adjustments that were made to SCT values to determine CAP, as presented in the above table. For the CAP portions that are calculated based on the average of the high and low JPM stock price at the end of the reporting year, the following prices were used: 2023 $170.16; 2022 $133.39; 2021 $158.63; 2020 $126.08. There are no U.S. GAAP pension service costs as pension plans are frozen, and there are no changes in defined benefit plan projected benefit obligations attributable to a plan amendment. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in the Firm's financial statements. All amounts shown for non-PEO NEOs are averages.

YearExecutiveSCT TotalLess: value of stock awards at grant date fair valueLess: value of option awards at grant date fair valueLess: actuarial present value of defined benefit plan benefits
Plus: year-end fair value of unvested equity awards granted in reporting year5,6
Change in fair value of unvested equity awards granted in prior years5,6
Change in fair value of equity awards granted in prior years that vested in reporting year5,6
Plus: total fair value of dividends paid or reinvested
Total Adjustments7
Executive CAP
2023PEO$35,093,780 $(28,000,000)$— $(40,185)$33,939,433 $60,604,871 $(2,453,960)$4,583,868 $68,634,027 $103,727,807 
Non-PEO NEOs$21,481,873 $(13,412,500)$— $(11,360)$16,257,725 $15,976,583 $(222,653)$977,716 $19,565,511 $41,047,384 
2022PEO$34,848,606 $(28,000,000)$— $(29,877)$24,384,912 $8,917,510 $(6,080,841)$3,420,395 $2,612,098 $37,460,704 
Non-PEO NEOs$19,230,223 $(11,581,951)$— $— $10,868,710 $(1,458,095)$(503,796)$652,116 $(2,023,015)$17,207,207 
2021PEO$84,428,145 $(25,000,000)$(52,620,000)$(25,486)$88,199,019 $22,942,541 $7,706,801 $4,892,720 $46,095,595 $130,523,740 
Non-PEO NEOs$23,472,201 $(10,131,942)$(5,572,500)$(206)$17,813,787 $7,748,310 $1,451,083 $904,889 $12,213,421 $35,685,622 
2020PEO$31,664,554 $(25,000,000)$— $(21,845)$22,942,750 $(2,460,001)$(18,772,954)$2,338,875 $(20,973,175)$10,691,379 
Non-PEO NEOs$19,253,451 $(11,265,195)$— $(25,655)$10,881,250 $(2,075,052)$(2,767,310)$703,571 $(4,548,390)$14,705,061 

3The TSR value listed in each year reflects what the cumulative value of $100 would be, including dividend reinvestment, if invested on December 31, 2019. For the purposes of this disclosure, “peer group” is defined as the S&P Financials Index, as reflected in our Annual Report on Form 10-K for the year ended December 31, 2023.
4ROTCE is a non-GAAP financial measure; refer to Note 1 on page 113 for a further discussion of this measure.
5Values of PSUs include an estimated payout percentage at the vesting date which is assessed at each reporting period, consistent with the Firm's financial statements.
6Refer to footnote 4 of the SCT on page 63 for the assumptions included in the Black-Scholes valuation model used in the determination of fair values for option awards.
7There were no stock or option awards granted and vested in the same reporting year, and no stock or option awards granted in prior years failed to meet the applicable vesting conditions during any of the reporting years. No exercise prices of option awards have been amended or adjusted.


2024 PROXY STATEMENT71
74
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


Table of Contents
PAY VERSUS PERFORMANCE DISCLOSURE | EXECUTIVE COMPENSATION
RELATIONSHIPS BETWEEN EXECUTIVE CAP AND THE FIRM'S FINANCIAL PERFORMANCE MEASURES
The charts and narrative below are based on the information presented in the Pay versus Performance table, to illustrate and describe the relationships between the Firm’s PEO CAP and the average of the Firm’s non-PEO NEO CAPs with the following three measures of financial performance, against the four covered fiscal years:
The cumulative TSR of the Firm
The net income of the Firm
The Firm’s company-selected measure (ROTCE)
The first chart also illustrates the relationship between the Firm’s TSR and our selected peer group's TSR, as presented in the Pay versus Performance table.
03_426713-1_bar_CAPvsFirm&Peer.jpg
03_426713-1_bar_CAPvsNetIncome.jpg
03_426713-1_bar_CAPvsROTCE.jpg
In 2021, PEO CAP and non-PEO NEO average CAP were sharply higher than in 2020 as they included one-time special awards in the form of Stock Appreciation Rights (SARs) granted to Mr. Dimon in July 2021 and Mr. Pinto in December 2021. In 2022, both PEO CAP and non-PEO NEO average CAP decreased significantly from 2021, due to a decrease in the Firm’s stock price as of year-end 2022, consistent with the broader market decline. The largest impact of the change in the stock price was on Messrs. Dimon and Pinto's outstanding SARs awards, both of which were out of the money as of the end of 2022. In 2023, the increase in both PEO CAP and non-PEO NEO average CAP was attributable to an increase in the Firm's stock price as of year-end 2023, which outperformed the S&P Financials Index as well as the broader market in general. Additionally, the PEO and non-PEO NEO average CAP were impacted by Messrs. Dimon and Pinto's outstanding SARs awards, both of which were in the money as of the end of 2023.
In summary, the Firm's PEO CAP and non-PEO NEO average CAP reflect a general correlation with:
The Firm’s stock price and TSR, primarily due to a significant majority of our NEOs’ compensation being in the form of long-term equity
The Firm’s net income, which reflects our pay-for-performance compensation philosophy and practices
The Firm’s ROTCE, which emphasizes our commitment to providing strong returns to shareholders while maintaining a fortress balance sheet
In addition, the Firm’s change in TSR over the past four years reflects a general correlation with that of the broader S&P Financials Index.
UNRANKED TABULAR LIST OF THE FIRM'S MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES
As required by SEC rules, the most important financial performance measures that the Firm used to link executive compensation during the last fiscal year to company performance are listed below.
Performance Measures
Managed revenue for the Firm and the lines of business
Pre-tax income (ex. LLR) for the Firm and some lines of business, and Pre-tax income for other lines of business
Net income for the Firm and the lines of business
ROTCE for the Firm and ROE for the lines of business

JPMORGAN CHASE & CO.722024 PROXY STATEMENT

Table of Contents
EXECUTIVE COMPENSATION | CEO PAY RATIO DISCLOSURE
CEO pay ratio disclosure
We are providing the following information about the relationship of the annual total compensation of our estimated median employee and the annual total compensation of Mr. Dimon, our Chairman and CEO.
CEO PAY RATIO
For the year ended December 31, 2023:
The annual total compensation of Mr. Dimon was $35,103,0351 including Firm-paid employee benefits
The annual total compensation of our estimated median employee was $95,9882, including Firm-paid employee benefits
This represents a ratio of 366 to 1
IDENTIFYING OUR MEDIAN EMPLOYEE
We believe there were no material changes in our employee population or employee compensation arrangements in 2023 that would have necessitated a change to our CEO pay ratio calculation methodology. Therefore, as permitted under SEC rules, for this year's disclosure we have used the 2023 annual total compensation of the same estimated median employee that we identified for last year's disclosure in our 2023 Proxy Statement.
For the disclosure in our 2023 Proxy Statement, annual total compensation included salary as of December 31, 2022, as well as overtime pay, fixed allowance and incentive compensation, if applicable. We annualized the salary portion of the compensation for employees who were hired during 2022; however, we did not make any full-time equivalent adjustments to part-time, temporary and seasonal employees. We did not apply any cost-of-living adjustments as part of the calculation. In determining the scope of our employees (other than our CEO), we included our global workforce of full-time, part-time, temporary and seasonal employees who were employed as of December 31, 2022.
COMPARABILITY
We believe the ratio above is a reasonable estimate, based on the methodology we have described. Given the different methodologies, exclusions, estimates and assumptions other companies may use to calculate their respective CEO pay ratios, as well as differences in employment and compensation practices between companies, the estimated ratio reported above may not be comparable to that reported by other companies.
























1For purposes of the CEO pay ratio disclosure, Mr. Dimon’s annual total compensation includes the amount reported in the “Total” column of the 2023 Summary Compensation Table on page 63 which includes change in pension value, plus the value of Firm-paid employee benefits applicable to Mr. Dimon.
2The estimated median employee’s annual total compensation includes change in pension value, plus the value of Firm-paid employee benefits including healthcare benefits and 401(k) retirement plan contributions.

2024 PROXY STATEMENT73JPMORGAN CHASE & CO.

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS | EXECUTIVE COMPENSATION
Security ownership of directors and executive officers
Our share retention policies require share ownership for directors and executive officers, as described on pages 3130 and 60, respectively, of this proxy statement.47, respectively.
The following table shows the number of shares of common stock and common stock equivalents beneficially owned by each director, the current executive officers named in the SCT, and all directors and executive officers as a group as of February 29, 2016, including2024. Shares beneficially owned include shares that could have been acquired within 60 days after that date through the exercise of stock options or SARs, together withand additional
underlying stock units as described in Note 2 to the table, by each director, the current executive officers named in the Summary
Compensation Table, and all directors and executive officers as a group.table. Unless otherwise indicated, each individual and member of the group has sole voting power and sole investment power with respect to shares owned. The number of shares beneficially owned, as defined by Rule 13d-3 under the Securities Exchange Act of 1934 — 1934—as of February 29, 2016,2024, by all directors and executive officers as a group and by each director and named executive officer individually — NEO individually—is less than 1% of our outstanding common stock.

SECURITY OWNERSHIP          
  Beneficial ownership    
Name 
Common
Stock (#)1

 
Options/SARs
exercisable within
60 days (#)

 
Total beneficial
ownership (#)

 
Additional
underlying stock
units (#)2, 3

 Total (#)
Linda B. Bammann 65,986
 0
 65,986
 12,112
 78,098
James A. Bell 135
 0
 135
 21,334
 21,469
Crandall C. Bowles 6,280
 0
 6,280
 72,647
 78,927
Stephen B. Burke 32,107
 0
 32,107
 90,514
 122,621
James S. Crown 4
 12,622,354
 0
 12,622,354
 157,408
 12,779,762
James Dimon 6,739,283
 3,380,883
 10,120,166
 365,505
 10,485,671
Mary Callahan Erdoes 265,539
 735,723
 1,001,262
 333,308
 1,334,570
Timothy P. Flynn 10,000
 0
 10,000
 23,160
 33,160
Laban P. Jackson, Jr. 29,706
 3,451
 33,157
 132,336
 165,493
Marianne Lake 30,265
 344,723
 374,988
 193,168
 568,156
Michael A. Neal 9,050
 0
 9,050
 15,090
 24,140
Daniel Pinto 309,008
 588,453
 897,461
 315,016
 1,212,477
Lee R. Raymond 5
 1,850
 0
 1,850
 210,880
 212,730
William C. Weldon 1,200
 0
 1,200
 79,460
 80,660
Matthew Zames 323,441
 52,344
 375,785
 351,663
 727,448
All directors and current executive officers as a group (20 persons) 4,5
 21,019,451
 6,872,701
 27,892,152
 3,183,248
 31,075,400
1
Shares owned outright, except as otherwise noted. Directors agree to retain all shares of common stock of JPMorgan Chase purchased on the open market or received pursuant to their service as a Board member for as long as they serve on the Board.
2
Amounts include for directors and executive officers, shares or deferred stock units, receipt of which has been deferred under deferred compensation plan arrangements. For executive officers, amounts also include unvested restricted stock units, as well as share equivalents attributable under the JPMorgan Chase 401(k) Savings Plan.
3
Does not include performance share units (“PSUs”) granted to OC members in January 2016 as shown in the following table. The ultimate number of PSUs earned at vesting is formulaically determined, with potential payout value ranging from 0% to 150%. Additional details on the PSU program are provided on page 49 in this proxy statement.
SECURITY OWNERSHIP
NamePerformance share units (#)
James Dimon358,142
Mary Callahan Erdoes90,409
Marianne Lake53,722
Daniel Pinto101,466
Matthew Zames93,030
All current OC members as a group (10 persons)926,170
4
Includes 148,642 shares Mr. Crown owns individually; 26,136 shares owned by Mr. Crown’s spouse; and 38,140 shares held in trusts for the benefit of his children. None of such shares are pledged or held in margin accounts.

Beneficial ownership
Name
Common
Stock (#)1
SARs/Options
exercisable within
60 days (#)
Total beneficial
ownership (#)
Additional
underlying stock
units (#)2
Total (#)
Stephen B. Burke107,334 — 107,334 144,796 252,130 
Linda B. Bammann65,986 — 65,986 33,543 99,529 
Jeremy Barnum34,744 — 34,744 128,640 163,384 
Todd A. Combs13,016 — 13,016 18,315 31,331 
Alicia Boler Davis285 — 285 1,595 1,880 
James Dimon3
7,700,806 — 7,700,806 780,153 8,480,959 
Mary Callahan Erdoes4
570,003 — 570,003 309,795 879,798 
Timothy P. Flynn10,000 — 10,000 60,134 70,134 
Alex Gorsky88 — 88 4,336 4,424 
Mellody Hobson129,574 — 129,574 19,765 149,339 
Marianne Lake209,296 — 209,296 219,809 429,105 
Michael A. Neal9,050 — 9,050 47,885 56,935 
Phebe N. Novakovic500 — 500 9,153 9,653 
Jennifer Piepszak32,819 — 32,819 211,147 243,966 
Daniel Pinto595,732 — 595,732 862,263 1,457,995 
Virginia M. Rometty280 — 280 10,783 11,063 
Mark A. Weinberger500 — 500 1,595 2,095 
All directors and current executive officers
as a group (22 persons)3,4
10,045,317 — 10,045,317 3,722,493 13,767,810 
JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    75







1Shares owned outright, except as otherwise noted. Directors agree to retain all shares of Contentscommon stock of JPMorgan Chase purchased on the open market or received pursuant to their service as a Board member for as long as they serve on the Board.
2Amounts include for directors and executive officers, shares or deferred stock units, receipt of which has been deferred under deferred compensation plan arrangements. For executive officers, amounts also include unvested RSUs and unvested PSUs (including accumulated reinvested dividend equivalent shares), as well as share equivalents attributable under the JPMorgan Chase 401(k) Savings Plan. The ultimate number of PSUs earned at vesting is determined by a pre-established formula set at the time of the award based on the Firm’s absolute and relative ROTCE performance over the subsequent three years, with potential payout value ranging from 0% to 150%. Additional details on the PSU program are provided on pages 44-46.

Also includes 12,409,4363Includes 152,940 shares owned by entities as to which Mr. CrownDimon disclaims beneficial ownership, except to the extent of his pecuniary interest therein. Of such
4As of February 29, 2024, Ms. Erdoes held 51,000 depositary shares, (and for all directors and currenteach representing a one-tenth interest in a share of JPMorgan Chase’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series HH (“Series HH Preferred”). Ms. Erdoes is the only director or executive officers as a group) 11,744,131officer who owns shares may be pledged or held by brokers in margin loan accounts, whether or not there are loans outstanding.of the Series HH Preferred.

JPMORGAN CHASE & CO.742024 PROXY STATEMENT

Table of Contents
5
EXECUTIVE COMPENSATION | SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
As of February 29, 2016, Mr. Raymond held 2,000 depositary shares, each representing a one-tenth interest in a share of JPMorgan Chase’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I (“Series I Preferred”). All directors and current executive officers as a group own 2,000 depositary shares of Series I Preferred.
Pursuant to SEC filings, the companies included in the table below were the beneficial owners of more than 5% of our outstanding common stock as of December 31, 2015.2023.
Name of beneficial ownerAddress of beneficial ownerCommon stock
owned (#)
Percent
owned (%)
The Vanguard Group1
100 Vanguard Blvd.
Malvern, PA 19355
272,410,990 9.42 
BlackRock, Inc.2
50 Hudson Yards
New York, NY 10001
192,831,104 6.7 






























1The Vanguard Group owns the above holdings in its capacity as an investment advisor in accordance with SEC Rule 13d-1(b)(1)(ii)(E). According to the Schedule 13G dated February 13, 2024, filed with the SEC, in the aggregate, Vanguard (including the affiliated entities identified in the Schedule 13G) has sole dispositive power over 259,678,951 shares, shared dispositive power over 12,732,039 shares, sole voting power over 0 shares and shared voting power over 3,623,542 shares of our common stock.
2BlackRock, Inc. owns the above holdings in its capacity as a parent holding company or control person in accordance with SEC Rule 13d-1(b)(1)(ii)(G). According to the Schedule 13G dated February 7, 2024, filed with the SEC, in the aggregate, BlackRock (including the affiliated entities identified in the Schedule 13G) has sole dispositive power over 192,831,104 shares and sole voting power over 173,083,182 shares of our common stock.

Name of beneficial ownerAddress of beneficial owner
Common stock
owned (#)

Percent owned (%)
BlackRock, Inc.1
55 East 52nd Street
New York, NY 10055
234,913,691
6.4
The Vanguard Group2
100 Vanguard Blvd.
Malvern, PA 19355
217,513,853
5.9
1
BlackRock, Inc. owns the above holdings in its capacity as a parent holding company or control person in accordance with SEC Rule 13d-1(b)(1)(ii)(G). According to the Schedule 13G dated February 10, 2016, filed with the SEC, in the aggregate, BlackRock and the affiliated entities included in the Schedule 13G (“BlackRock”) have sole dispositive power over 234,828,865 shares, sole voting power over 202,289,883 shares and shared voting and dispositive power over 84,826 shares of our common stock.
2
The Vanguard Group owns the above holdings in its capacity as an investment advisor in accordance with SEC Rule 13d-1(b)(1)(ii)(E). According to the Schedule 13G dated February 10, 2016, filed with the SEC, in the aggregate, Vanguard and the affiliated entities included in the Schedule 13G (“Vanguard”) have sole dispositive power over 210,273,952 shares, shared dispositive power over 7,239,901 shares, sole voting power over 6,821,078 shares, and shared voting power over 369,700 shares of our common stock.


2024 PROXY STATEMENT75
76
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


Additional information about our directors and executive officers
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
APPROVAL OF AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN | EXECUTIVE COMPENSATION






Proposal 3: Approval of amended and restated long-term incentive plan effective May 21, 2024
We are seeking approval of our Amended and Restated Long-Term Incentive Plan (the “2024 Plan”), to renew the term of the 2021 Plan to a term date of May 31, 2028, and to authorize approximately 38.2 million additional shares, bringing the total number of shares authorized for awards under the 2024 Plan to 81 million shares (which is less than the total number of shares authorized under the 2021 Plan by 4 million shares). During our semi-annual shareholder outreach program and discussion of our equity compensation practices, our shareholders continued to indicate a preference for more frequent requests for approval of a smaller quantity of shares. As a result, the Compensation & Management Development Committee and the Board considered this feedback in determining the number of shares to request for authorization under the 2024 Plan.
The 2024 Plan would also continue to incorporate our compensation program for non-employee directors, with certain established retainers (both cash and equity) and certain limitations on future changes to those retainers.

RECOMMENDATION:
Vote
FOR approval of amended and restated long-term incentive plan
JPMORGAN CHASE & CO.762024 PROXY STATEMENT

EXECUTIVE COMPENSATION | APPROVAL OF AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
Proposal 3: Approval of amended and restated long-term incentive plan effective May 21, 2024
Executive summary
JPMorgan Chase’s Long-Term Incentive Plan was last approved by shareholders on May 18, 2021 (the “2021 Plan”), to a term date of May 31, 2025. On March 19, 2024, the Compensation & Management Development Committee (“CMDC”) adopted, subject to shareholder approval, the Amended and Restated JPMorgan Chase Long-Term Incentive Plan (the “2024 Plan”). The 2024 Plan would supersede the 2021 Plan and apply to awards granted on or after May 21, 2024.
We are submitting this proposal to our shareholders in response to feedback we received about our equity compensation practices during our semi-annual shareholder outreach program. Our directorsshareholders indicated a preference for more frequent requests for approval of a smaller quantity of shares, as opposed to requesting larger quantities less frequently. As a result, the CMDC and executive officers filed reports with the SEC indicatingBoard considered this feedback in determining the number of shares to request for authorization under the 2024 Plan.
The primary purpose of the 2024 Plan is to:
Renew the term of the 2021 Plan to a term date of May 31, 2028;
Authorize an additional approximately 38.2 million shares, bringing the total number of authorized shares for new awards to 81 million, which is 4 million shares lower than that approved by shareholders under the 2021 Plan; and
Continue to incorporate our non-employee director compensation program, including:
Annual cash retainer of $110,000 and, if the non-employee director is on the Board at the time when annual performance year equity awards are granted, an annual grant of deferred stock units valued at $265,000. The Board is authorized in its discretion to increase the cash retainer and/or the equity award by a combined total of up to $25,000, to decrease them, or to change their form;
Designated role cash retainers of: (i) $35,000 for serving as the Lead Independent Director; (ii) $30,000 for chairing the JPMorgan Chase Bank, N.A. (“Bank”) board, Audit Committee or Risk Committee; and (iii) $20,000 for chairing any classother principal standing committee or for serving on any of the Bank board, Audit Committee or Risk Committee; and
The Board is authorized in its discretion to increase the cash retainer for serving as the Lead Independent Director by up to $65,000, which is an increase of $60,000 from the 2021 Plan. Additionally, the Board is authorized in its discretion to increase the cash retainers described in (ii) and (iii) by up to $5,000 (unchanged from the 2021 Plan). The Board is
authorized to decrease retainers, or to change their form.
The 2024 Plan maintains many of the governance practices and features of the 2021 Plan, including:
The exclusion of our stock option/stock appreciation rights (“SARs”) recycling feature;
The inclusion of a one-year minimum vesting requirement on the 5% of shares that are exempt from the minimum three-year vesting;
The reduction of the maximum number of shares that can be granted as Incentive Stock Options from 20 million to 7 million; and
The standard of review for actions under the 2024 Plan.
Why shareholders should approve the 2024 Plan
We believe that voting in favor of the 2024 Plan is important, as a well-designed equity securities they owned when they becameprogram serves to strengthen the alignment of employees’ long-term economic interests with those of shareholders while not causing unreasonable dilution to shareholders. Without shareholder approval, the Firm will lose a director or executive officer and, after that, any changes in their ownershipcritical shareholder alignment feature of our equity securities. They mustcompensation framework. The Firm is seeking shareholder approval one year before the 2025 expiration of the 2021 Plan to ensure that our compensation program continues to be aligned with the interests of our shareholders.
Summary of the 2024 Plan
The following summary of the 2024 Plan sets forth its material terms. It is, however, a summary and is qualified in its entirety by reference to the complete text of the 2024 Plan, a copy of which is attached as an Appendix.
Purpose and Participation
The 2024 Plan is designed to encourage employees and non-employee members of the Board to acquire a proprietary and vested interest in the long-term growth and performance of JPMorgan Chase and its subsidiaries. The 2024 Plan also provide us with copiesserves to attract and retain individuals of these reports. These reportsexceptional talent. All of our approximately 310,000 employees are requiredeligible to participate in the 2024 Plan, as are our 9 non-employee Directors of the Board.

2024 PROXY STATEMENT77JPMORGAN CHASE & CO.

APPROVAL OF AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN | EXECUTIVE COMPENSATION
Administration
Unless otherwise determined by the Board of Directors, the 2024 Plan is administered by the Compensation & Management Development Committee of the Board. Subject to the provisions of the 2024 Plan, the CMDC has complete control over the administration of the 2024 Plan and has the authority in its sole discretion to:
Construe, interpret and implement the 2024 Plan and all award agreements;
Establish, amend and rescind any rules and regulations relating to the 2024 Plan;
Grant awards under the 2024 Plan;
Determine who shall receive awards, when such awards shall be made and the terms and provisions of award agreements;
Establish plans supplemental to the 2024 Plan covering employees residing outside of the United States;
Provide for mandatory or voluntary deferrals of awards under the 2024 Plan; and
Make all other determinations in its discretion that it may deem necessary or advisable for the administration of the 2024 Plan.
The CMDC may delegate to officers of JPMorgan Chase responsibility for awards to officers and employees of our Firm not subject to Section 16(a)16 of the Securities Exchange Act of 1934. We have reviewedThe CMDC’s determinations in the copiesadministration of the reports that we2024 Plan will be final, and the Board and the CMDC will have received and written representations fromno liability for any action taken under the individuals required2024 Plan in good faith (including any action taken relating to file the reports. Based on this review, we believe that during 2015, each ofawards to our directors and executive officers has complied with applicable reporting requirements for transactions in our equity securities except for two late filings, due to administrative errors, to report purchases of shares by family members of Mr. Dimon in October 2015.
POLICIES AND PROCEDURES FOR APPROVAL OF RELATED PERSONS TRANSACTIONS
non-employee directors).
The Firm has adopted a written Transactions with Related Persons Policy (“Policy”), which sets forth the Firm’s policies and proceduresGovernance Committee is responsible for reviewing and approving transactionsmaking recommendations to the Board regarding awards to our non-employee directors.
Number of shares
If this proposal is approved, a total of 81 million shares will be authorized for issuance for new awards under the 2024 Plan, including approximately 42.8 million remaining shares from the 2021 Plan.
Awards
The forms of the awards that may be granted under the 2024 Plan are:
Stock Options. May be awarded in the form of an “incentive” stock option or a nonqualified stock option. Stock options may not be exercisable later than 10 years after their date of grant. The CMDC will establish the option exercise price at the time the option is granted, provided that the exercise price may not be less than 100% of the fair market value of a share of common stock on the date of grant. The exercise price shall be paid in full at the time of such exercise, with related persons — basically its directors, executive officers, 5% shareholders,the method and their immediate family members. The transactions coveredform of such payment determined by the Policy include any financial transaction, arrangement or relationship in which the Firm isCMDC from time to time.
SARs. The CMDC may award SARs. Upon exercise, a SAR generally entitles a participant to receive an amount equal to the related person has or will havepositive difference between the fair market value of a direct or indirect material interest,share of common stock on the date the SAR is exercised and the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year.
After becoming awareper share exercise price of any transaction which may be subject to the Policy,SAR, multiplied by the related person is required to report all relevant factsnumber of shares of common stock with respect to which the transaction toSAR is exercised. SARs may not be exercisable later than 10 years after the General Counseldate they are granted. The exercise price per share of the Firm. Upon determinationcommon stock covered by a SAR is determined by the General Counsel that a transaction requires review under the Policy, the material facts respecting the transaction and the related person’s interest in the transaction are provided, in the case of directors, to the Governance Committee and, in the case of executive officers and 5% shareholders, to the Audit Committee.
The transaction is then reviewed by the disinterested members of the applicable committee, which then determines whether approval or ratification of the transaction shall be granted. In reviewing a transaction, the applicable committee considers facts and circumstances that it deems relevant to its determination. Material facts may include management’s assessment of the commercial reasonableness of the transaction; the materiality of the related person’s direct or indirect interest in the transaction; whether the transaction may involve an actual, or the appearance of, a conflict of interest; and, if the transaction involves a director, the impact of the transaction on the director’s independence.
Certain types of transactions are pre-approved in accordance with the terms of the Policy. These include transactions in the ordinary course of business involving financial products and services provided by, or to, the Firm, including loans, provided such transactions are in compliance with the Sarbanes-Oxley Act of 2002, Federal Reserve Board Regulation O and other applicable laws and regulations.
TRANSACTIONS WITH DIRECTORS, EXECUTIVE OFFICERS AND 5% SHAREHOLDERS
Our directors and executive officers, and some of their immediate family members and affiliated entities, and BlackRock and Vanguard, beneficial owners of more than 5% of our outstanding common stock, were customers of, or had transactions with, JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during 2015. Additional transactions may be expected to take place in the future. Any outstanding loans to directors, executive officers, and their immediate family members and affiliated entities, and to BlackRock and Vanguard, and any transactions involving other financial products and services, such as banking, brokerage, investment, investment banking, and financial advisory products and services, provided by the Firm to such persons and entities were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailingCMDC at the time for comparable transactionseach SAR is granted; provided, however, that the exercise price may not be less than 100% of the fair market value of a share of common stock on the date of grant. SARs may be granted independently of any award of stock options or in conjunction with personsall or any part of a stock options award, either at the same time the award of stock options is granted or at any later time during the term of such options. If a SAR is granted in tandem with a stock option, the exercise price of the SAR will not be less than 100% of the fair market value of a share of common stock on the date of grant. A SAR or applicable portion thereof allocated to a stock option shall terminate and entities notno longer be exercisable upon the termination or exercise of any related stock option. The CMDC will determine at the date of grant whether the SAR shall be settled in cash, common stock or a combination of cash and common stock.
Other Stock-Based Awards. The CMDC may grant awards of common stock and other awards that are valued in whole or in part by reference to, or otherwise based on the Firm,fair market value of common stock (“Other Stock-Based Awards”). Other Stock-Based Awards include, without limitation: (i) shares of common stock; (ii) shares of common stock subject to restrictions on transfer until the completion of a specified period of service, the occurrence of an event or the attainment of performance objectives (each as specified by the CMDC); (iii) shares of common stock issuable upon the completion of a specified period of service; (iv) restricted stock units distributed in the form of shares of common stock after the restrictions lapse; and did(v) conditioning the right to an award upon the occurrence of an event or the attainment of one or more performance objectives. The CMDC shall determine at the time of grant whether Other Stock-Based Awards shall be settled in cash, common stock or a combination of cash and common stock.
Performance Awards. The 2024 Plan provides that the CMDC may specify performance criteria or standards with respect to an award based upon one or more of the following criteria: stock price, shareholder value added, earnings per share, income before or after taxes (including income before interest, taxes, depreciation and amortization), return on common equity including return on tangible common equity, revenue growth, efficiency ratio, expense management, return on investment, ratio of non-performing assets to performing assets, return on assets, profitability or performance of identifiable business units, credit quality, or any other criteria as determined by the CMDC in its sole discretion. In addition, where relevant,


JPMORGAN CHASE & CO.   2016
782024 PROXY STATEMENT   77


EXECUTIVE COMPENSATION | APPROVAL OF AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN

not involvethe foregoing targets may be applied to JPMorgan Chase, one or more of its subsidiaries or one or more of JPMorgan Chase’s divisions or business units. The CMDC will determine whether, with respect to a performance period, the applicable performance goals have been met with respect to a given participant and, if they have, to ascertain the amount of the applicable performance award. The amount of the performance award actually paid to a given participant may be less than the normal riskamount determined by the applicable performance goal formula, at the discretion of collectibilitythe CMDC, and the amount determined by the CMDC for a performance period shall be paid to the participant at such time as determined by the CMDC in its sole discretion after the end of such performance period.
Dividends/Dividend Equivalents. The terms and conditions of Other Stock-Based Awards of restricted stock and restricted stock units may provide the participant with dividends or presentdividend equivalents payable prior to vesting; and awards of Other Stock-Based Awards of restricted stock may provide for voting rights prior to vesting. Notwithstanding the foregoing, with respect to awards of restricted stock and restricted stock units specifically designated in the award agreement as performance-based, dividends or dividend equivalents shall be accumulated and shall be paid to the participants only in an amount based on the number of shares, if any, that vest under the terms of the award.
Director compensation
Compensation to non-employee directors under the 2024 Plan includes:
Annual cash retainer and equity award. For each calendar year for service on the Board, each Director shall receive a cash retainer of $110,000 and, if the Director is on the Board at the time when annual performance year equity awards are granted, an annual grant of deferred stock units valued at $265,000. During the 2024 Plan term, the Board is authorized in its discretion to increase the cash retainer and/or the equity award by a combined total of up to $25,000, to decrease them, or to change their form.
Designated role retainers. For each calendar year, each Director who serves in the following designated roles shall receive an annual cash retainer of: (i) $35,000 for serving as the Lead Independent Director; (ii) $30,000 for chairing the Bank board, Audit Committee or Risk Committee; and (iii) $20,000 for chairing any other unfavorable features.principal standing committee and for serving on any of the Bank board, Audit Committee or Risk Committee. During the 2024 Plan term, the Board is authorized in its discretion to increase the cash retainer described in (i) for serving as the Lead Independent Director by up to $65,000, and the retainers described in (ii) or (iii) by up to $5,000. The Board is authorized to decrease retainers, or to change their form.
Additional fees or retainers. The Board may at any time provide any Director with a retainer or other fee in addition to that provided for the aforementioned, including for service on a specific purpose committee or for any other special service, in each case determined in the discretion of the Board.
Form of Director compensation. Any retainer or fee granted to Directors may be payable in the form of cash, an Other Stock-Based Award or any combination, as determined in the discretion of the Board, and shall have such terms and conditions as the Board may specify.
Minimum vesting periods
Other than awards to Directors, awards settled in shares of common stock under the 2024 Plan have a minimum vesting/exercise schedule of ratably over three years, except that the CMDC may grant awards of up to 5% of shares authorized under the 2024 Plan with a shorter vesting or exercise period (but not less than a one-year period). However, these minimum vesting and exercise periods do not apply to awards that vest or become exercisable earlier due to (i) circumstances such as death, retirement or involuntary termination of employment, (ii) the achievement of performance objectives over a period of at least one year, (iii) standard vest date occurring within 10 days of the grant date anniversary or (iv) if the Firm determines for regulatory or other considerations to provide an equity award in excess of that which would have been awarded to the individual under the cash equity policy in effect for the performance year.
Amendments and Termination
The fiduciary committeesBoard of Directors may amend, suspend or terminate the 2024 Plan or any portion thereof at any time without shareholder approval, except to the extent otherwise required by the Securities Exchange Act of 1934 or New York Stock Exchange listing requirements. Notwithstanding the foregoing, except in the case of an adjustment in connection with a capital structure change (as described below under “Adjustments”), any amendment by the Board of Directors shall be conditioned on shareholder consent if it increases (i) the number of shares authorized for grant under the 2024 Plan, (ii) the number of shares authorized for grant to individual participants under any form of award, or (iii) if such amendment eliminates restrictions applicable to the reduction of the exercise price of an option or SAR, or the surrender of an option and SAR in consideration for a new award with a lower exercise price.
No awards may be made under the 2024 Plan after May 31, 2028, or after the date the Board terminates the 2024 Plan, if sooner.

2024 PROXY STATEMENT79JPMORGAN CHASE & CO.

APPROVAL OF AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN | EXECUTIVE COMPENSATION
Adjustments
In the event there is a change in the outstanding shares of common stock by reason of any stock dividend or split, recapitalization, issuance of a new class of common stock, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to shareholders of common stock other than regular cash dividends, the CMDC will make such substitution or adjustment, if any, as it deems equitable, as to the number or kind of shares of common stock or other securities issued or reserved for issuance pursuant to the 2024 Plan, including, but not limited to, adjustments to the number of shares of common stock in the aggregate with respect to which awards may be granted under the 2024 Plan or the number of awards granted to any participant and to make appropriate adjustments (including the number of shares and the exercise price) to any outstanding awards.
Federal income tax consequences
The following discussion summarizes the Federal income tax consequences to participants who may receive awards under the 2024 Plan and to JPMorgan Chase arising out of the granting of such awards. The discussion is based upon interpretations of the Internal Revenue Code in effect as of March 2024 and regulations promulgated thereunder as of such date.
This discussion is not intended to, and does not, provide or supplement tax advice to recipients of awards, and participants are advised to consult with their own personal independent tax advisors with respect to the specific tax consequences that, in light of their particular circumstances, might arise in connection with their receipt of awards under the 2024 Plan, including, but not limited to, any state, local or foreign tax consequences and the effect, if any, of gift, estate and inheritance taxes.
Nonqualified Stock Option/Stock Appreciation Rights. Upon the grant of a nonqualified stock option or SAR, a participant will not be in receipt of taxable income. Upon exercise of either a nonqualified stock option or a SAR, a participant will be in receipt of ordinary income in an amount equal to the excess of the fair market value of the acquired shares of common stock (and/or cash) over the exercise price, and will be subject to FICA (Social Security and Medicare) tax in respect of such amounts. Gain or loss upon a subsequent sale of any common stock would be taxed to the participant as long- or short-term capital gain or loss depending on the holding period.
Incentive Stock Options. A participant will not be in receipt of taxable income upon the grant or exercise of an incentive stock option (“ISO”). Upon the exercise of an ISO, the amount by which the fair market value of the stock received on exercise exceeds the exercise price is generally a tax preference adjustment for the purpose of the alternative minimum tax. If the participant holds the shares acquired on the exercise of an ISO for the requisite ISO holding period set forth in the Internal Revenue Code, the participant generally
will recognize a long-term capital gain or loss upon their subsequent sale or exchange measured by the difference between the sale price and the exercise price of the ISO. If a participant does not hold the shares acquired on the exercise of an ISO for the requisite holding period, the participant may be in receipt of ordinary income based upon a formula set forth in the Internal Revenue Code, generally the lesser of (i) the difference between the fair market value of the common stock on the date of exercise of the ISO over the exercise price of the ISO and (ii) the amount realized upon the disposition of the common stock acquired by the ISO over the exercise price of the ISO. To the extent that the amount realized on such sale or exchange exceeds the fair market value of the common stock on the date of the ISO exercise, the participant will generally recognize capital gains.
Other Stock-Based Awards. The income tax consequences of the Other Stock-Based Awards will depend on how such awards are structured. In the case of the grant of a restricted stock unit (whether time-vested or subject to achievement of performance goals), a participant will not be in receipt of taxable income. On delivery, a participant will be in receipt of ordinary income in an amount equal to the fair market value of the acquired shares of common stock (and/or cash). The participant will be subject to FICA (Social Security and Medicare) tax at the time any portion of a restricted stock unit is deemed vested for tax purposes. The fair market value of any acquired shares (if any) on the delivery date will be the participant’s tax basis for purposes of determining any subsequent gain or loss from the sale of the shares, and the participant’s holding period with respect to the shares will begin at the delivery date.
Deduction. Generally, JPMorgan Chase Retirement Plan andwill be entitled to a tax deduction equal to the JPMorgan Chase 401(k) Savings Plan (eachamount recognized as ordinary income (including on the exercise of a “Plan”)stock option or SAR or on delivery pursuant to a restricted stock unit). However, we will generally not be entitled to a tax deduction with respect to any amount that represents compensation in excess of $1 million paid to covered employees (other than awards pursuant to contracts entered into an Investment Management Agreement with BlackRock giving them discretionary authorityprior to manage certain assets on behalf of each Plan. Pursuant to this agreement, fees of approximately $4.6 million were paid by the Plans to BlackRock in 2015. Subsidiariesrepeal of the Firm have also subscribed to information services provided by BlackRock, including select market data, analytics and modeling, and paid BlackRock approximately $1millionexemption for qualified performance-based compensation under Section 162(m) of the Code that may remain eligible for such services in 2015.
Certain J.P. Morgan mutual fundsexemption). For this purpose, a “covered employee” means our chief executive officer, our chief financial officer and subsidiaries entered into a sub-transfer agency agreement with Vanguard and paid Vanguard approximately $500,000 in 2015 for services rendered, primarily accounting, recordkeeping and administrative services.
Mr. Dimon and John Donnelly, executive officers ofour three highest compensated employees other than the Firm, have family members who are employed by the Firm, and the family members are provided compensation and benefits in accordance with the Firm’s employment and compensation practices applicable to employees holding comparable positions. These family membersdo not share a household with the related director orchief executive officer and the chief financial officer (based on compensation reported to our shareholders), and any individual who was previously a covered employee at any time on or after January 1, 2017. The American Rescue Plan Act of 2021 includes provisions to expand the applicability of Section 162(m), beginning on or after January 1, 2027, to also include the next 5 highest compensated employees, so that the total number of covered employees subject to the $1 million deduction limitation will be at least 10. For the avoidance of doubt, we will not be entitled to any tax deduction with respect to an ISO, if the participant holds the shares acquired on the exercise of an ISO for the requisite ISO holding period.
JPMORGAN CHASE & CO.802024 PROXY STATEMENT

EXECUTIVE COMPENSATION | APPROVAL OF AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
Our equity compensation program promotes shareholder interests
We believe our long-term incentive compensation program serves a fundamental role in motivating our employees to deliver sustained shareholder value by driving individual, line of business and Firmwide results.
In addition, our equity program was designed to attract and retain top talent, foster a shared success culture and be consistent with best practices, as set forth below:
Strong share holding requirements – Operating Committee members are not executive officersrequired to retain significant portions of net shares received from awards, which increases their share ownership over the long term
Prudent evaluation of the Firm. Mr. Dimon’s fatheruse of SARs – Since 2014 the CMDC has been employedeliminated the use of SARs from our broad based annual compensation program, resulting in less dilution to shareholders; however, the CMDC retains the discretion to award SARs in the future
Multi-year vesting – Equity awards generally cannot vest any sooner than three years (ratably) from the grant date
Anti-hedging/Anti-pledging policy – All employees are prohibited from hedging or pledging unvested RSUs, PSUs, unexercised options or SARs; Operating Committee members and directors may not hedge or pledge any shares
Award limits – The 2024 Plan contains limits on the number of shares that may be granted to any individual employee
Non-employee director pay limits – The 2024 Plan contains limits on the annual cash retainer and equity award as well as designated role retainers that may be granted to non-employee directors
No dividends paid on unearned performance share units – The terms of our 2024 Plan prohibit the payment of dividends on unearned PSUs
No stock option/SAR reloads – Consistent with best practice, the 2024 Plan does not provide for the automatic reload of options or SARs
No repricing on stock option/SAR – We expressly prohibit the repricing of both stock options and SARs
No golden parachute agreements – We do not provide additional payments or equity acceleration as a result of a change-in-control
Our equity compensation program reinforces individual accountability
Our compensation program, including the 2024 Plan, is designed to hold individuals responsible for taking risks inconsistent with the Firm's risk appetite and to discourage future imprudent behavior. The Firm has policies and procedures that enable it to take timely and proportionate actions with respect to accountable individuals, including:
1.Reduce or altogether eliminate annual incentive compensation;
2.Cancel unvested awards (in full or in part);
3.Clawback/Recover previously paid incentive compensation (cash and/or equity);
4.Demotion, negative performance rating or other appropriate employment actions; and
5.Termination of employment.
For additional information about our control forums and how they promote accountability, please see “Holding Individuals Accountable” and “Risk, Controls and Conduct Review Process” on page 48 of this proxy statement.
Clawback/recovery provisions
We maintain clawback/recovery provisions on both cash incentives and equity awards which enable us to reduce or cancel unvested awards and recover previously paid compensation in certain situations. While equity incentive awards are intended and expected to vest according to their terms, the Firm's strong recovery provisions permit recovery of incentive compensation awards in appropriate circumstances.
The following table provides a summary of the extensive clawback provisions that apply to all employees, including our Operating Committee members.
Summary of Reasons for Cancellation & Clawbacks
TriggerVestedUnvested
Restatementüü
Misconductüü
Risk-related1
üü
Protection-based1
ü
1Certain risk-related and protection-based clawback provisions apply only to Operating Committee members and Designated Employees. See page 49 for more details on clawbacks.

2024 PROXY STATEMENT81JPMORGAN CHASE & CO.

APPROVAL OF AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN | EXECUTIVE COMPENSATION
Key data about our grant practices
We have historically demonstrated prudence in our use of shares for equity compensation, and have maintained both our annual share usage (“Burn Rate”) and potential dilution levels under the Long-Term Incentive Plan in recent years. Furthermore, the Firm has demonstrated the value to shareholders of a disciplined compensation approach with one of the lowest compensation expense ratios amongst our primary financial services peers. For a description of our primary financial services peers, please see “Evaluating Market Practices” on page 42 of this proxy statement.
Historical Burn Rate1
Historical Total Potential Dilution2
03_426713-1_bar_Historical Burn.jpg
03_426713-1_bar_Historical Total Potential.jpg
1Burn Rate reflects the number of shares (including RSUs, PSUs and SARs) granted to employees and directors in a calendar year divided by the Firm as a broker since 2009,weighted average diluted shares outstanding.
2Total Potential Dilution reflects the number of employee and for 2015, received compensation of $307,021, including annual salarydirector shares outstanding (including RSUs, PSUs and commissions. Mr. Donnelly’s son has been employedSARs) plus the shares remaining under the applicable Long-Term Incentive Plan divided by the Firmnumber of common shares outstanding at year end. Total Potential Dilution includes the cumulative impact of share repurchases since 2010, currently2019 which, if excluded, would result in 4.0% in 2019, 3.5% in 2020, 4.0% in 2021, 3.6% in 2022, and 3.2% in 2023.
Historical Compensation Expense Ratio3
03_426713-1_bar_Historical Compensation.jpg
3Compensation Expense Ratio reflects Compensation & Benefits expenses divided by total net revenue for each company. Source: Form 10-K filings.
Additional Information
Since 2020, the Firm's headcount increased by nearly 55,000 employees, reflecting our continuous investments in areas such as our front office, operations and technology. The total number of shares authorized under the 2024 LTIP of 81 million shares continues to demonstrate the Firm's responsible use of equity while maintaining an important shareholder alignment feature of our compensation program.
As illustrated by the chart to the right, the total authorized shares per employee decreased from approximately 333 shares under the 2021 LTIP to 261 shares under the 2024 LTIP4,5.
03_426713-1_bar_additional infomation.jpg

4Employees as an associate inof December 31, 2020 and December 31, 2023, respectively.
5Reflect the Corporate & Investment Bank,total authorized shares of 85 million under the 2021 Plan divided by employees as of December 31, 2020, and for 2015, received compensationthe total authorized shares of $160,000, including annual salary and incentive awards. 
81 million as proposed under the 2024 Plan divided by employees as of December 31, 2023, respectively.
JPMORGAN CHASE & CO.822024 PROXY STATEMENT

EXECUTIVE COMPENSATION & MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS| APPROVAL OF AMENDED AND INSIDER PARTICIPATION
RESTATED LONG-TERM INCENTIVE PLAN
The membersexhibit below provides additional information regarding the number of RSUs, PSUs, and Options/SARs outstanding, as well as the number of shares available for grant under the 2021 Plan, as of February 29, 2024.
Number of
RSUs and PSUs
Outstanding
Options/SARs
Shares
remaining
in Plan1
Common Shares
Outstanding
Number of Awards
Outstanding
Weighted-average
exercise price
Weighted-average
remaining contractual
life (in years)
55,414,6792,250,000$152.197.5242,793,5622,875,956,540
1Represents shares available for future issuance under the shareholder-approved 2021 Plan.
The closing price of our common stock on March 22, 2024, on the New York Stock Exchange was $196.62.
New 2024 Plan Awards
Awards granted under the 2024 Plan will be determined in the CMDC’s discretion. As of the Compensation & Management Development Committee are listed on page 65date of this proxy statement. No memberstatement, the CMDC has not determined future awards or who might receive them. As a result, the benefits that will be awarded or paid under the 2024 Plan are not currently determinable.
The awards granted for the 2023 performance year would not have changed if the 2024 Plan had been in place and are set forth in the following table, as of February 29, 2024.
Name and Position
Number of Units2
Dollar Value
James Dimon, Chairman and CEO177,503 $29,500,000 
Daniel Pinto, President & Chief Operating Officer; Former CEO, CIB141,401 23,500,000 
Mary Callahan Erdoes, CEO, AWM94,770 15,750,000 
Marianne Lake, CEO, Consumer & Community Banking; Former Co-CEO, CCB64,082 10,650,000 
Jennifer Piepszak, Co-CEO, Commercial & Investment Bank; Former Co-CEO, CCB64,082 10,650,000 
Jeremy Barnum, CFO51,446 8,550,000 
Current executive officers as a group (including NEOs)3
853,226 $141,801,895 
Current non-employee directors as a group4
17,540 $2,915,000 
Employees other than current executive officers as a group16,872,715 $2,773,553,955 
2For participants other than non-employee directors, includes RSUs and PSUs granted in 2024 for 2023 performance.
3Represents executive officers as of the CMDC is or ever was a JPMorgan Chase officer or employee. No JPMorgan Chase executive officer is, or was during 2015, a memberJanuary 17, 2024 grant date of the board of2023 performance year awards.
4Non-employee directors, or compensation committee (or other committee serving an equivalent function) of another company that has, or had during 2015, an executive officer serving as a member of ourwho were on the Board or CMDC. All of the members of the CMDC, and/or some of their immediate family members and affiliated entities, were customers of or had transactions with JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during 2015. Additional transactions may be expected to take place in the future. Any outstanding loans to the directors and their immediate family members and affiliated entities, and any transactions involving other financial products and services, such as banking, brokerage, investment, investment banking and financial advisory products and services, provided by the Firm to such persons and entities were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons and entities not related to the Firm, and did not involve more than the normal risk of collectibility or present other unfavorable features.when annual performance year equity awards are granted, were each awarded $265,000 in deferred stock units.




2024 PROXY STATEMENT83
78
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT
















Audit Matters










Proposal 3:
4: Ratification of independent registered
public accounting firm
The Audit Committee has appointed PwC as the Firm’s independent registered public accounting firm for the year ending December 31, 2024.

Image_2.jpg
RECOMMENDATION:
Vote
FOR ratification of PwC






JPMORGAN CHASE & CO.842024 PROXY STATEMENT

AUDIT MATTERS | OVERVIEW

Overview
The Audit Committee is responsible for the appointment, retention, compensation, evaluation and oversight of the Firm’s independent registered public accounting firm. It is also responsible for assisting the Board in its oversight of the Firm’s Internal Audit function and of management’s responsibilities to assure that there is an effective system of controls in place 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 and with laws and regulations. The Report of the Audit Committee on these matters can be found on pages 88-89.
The Audit Committee has appointed PricewaterhouseCoopers LLPPwC as the Firm’s independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorgan Chase and its subsidiaries for the year ending December 31, 2016.2024. A resolution will be presented to our shareholders at the annual meeting requesting them to ratify PwC’s appointment. For more information on this resolution, see page 86. If the shareholders do not ratify the appointment of PwC, the Audit Committee will consider the appointment of another independent registered public accounting firm.

2024 PROXY STATEMENT85
RECOMMENDATION:
Vote FOR ratification of PwC



JPMORGAN CHASE & CO.   2016 PROXY STATEMENT    79


RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | AUDIT MATTERS


Proposal 34 — Ratification of independent registered public accounting firm
EXECUTIVE SUMMARY
ENGAGEMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is directly responsible for the appointment, retention, compensation, retentionevaluation and oversight of the Firm’s independent registered public accounting firm.
The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”)PwC as the Firm’s independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorgan Chase and its subsidiaries for the year ending December 31, 2016. A resolution will be presented at2024.
The Audit Committee annually reviews PwC’s qualifications, performance and independence in connection with its determination as to whether to retain PwC. For information on the meeting to ratify PwC’s appointment. If the shareholders do not ratify the appointment of PwC,factors reviewed by the Audit Committee, will consider othersee the Audit Committee Report on pages 88-89.
The members of the Audit Committee and the Board believe that continued retention of PwC as the Firm’s independent external auditor is in the best interests of JPMorgan Chase and its shareholders. PwC and its predecessors have acted as our independent registered public accounting firms.firm since 1965. The Board believes the Firm receives significant benefits from the extensive history PwC has with the Firm. These benefits include:
the high quality of its audit work and accounting advice, as a result of their institutional knowledge of our businesses, global operations, key risks, accounting policies, financial systems and internal control framework;
its audit efficiency and effectiveness, which results in a lower fee structure due to their history and familiarity with our businesses;
the time and expense that would be avoided by management and staff in order to onboard a new auditor; and
its commitment to maintaining their independence from the Firm.
A member of PwC will be present at the annual meeting and will have the opportunity to make a statement and respond to appropriate questions from shareholders.
BOARD OVERSIGHT OF PWC
The Audit Committee held eight private sessions with PwC during 2023.
The Audit Committee assesses PwC’s independence throughout the year. This includes reviewing with PwC its practices for maintaining its independence. The Audit Committee has also established policies and procedures for approving services provided by PwC. It is JPMorgan Chase’s policy to use PwC only for audit and audit-related services, and tax services in certain circumstances. For more information, see Audit Committee Approval Policies and Procedures on page 87.
No member of PwC’s audit team may be hired by the Firm for a period of one year after such person transferred from the Firm’s audit engagement to another role at PwC, or has terminated employment with PwC. Further, no former PwC employee who was a manager or partner may be hired by the Firm as the CFO, Principal Accounting Officer, General Auditor, Treasurer, Director of Tax or CFO or Controller of a LOB or Corporate function for a period of two years following his or her termination of employment with PwC.
In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years of service an individual partner may provide audit serviceservices to ourthe Firm. The lead audit partner and quality review partner may provide serviceservices to our Firm for a maximum of five consecutive years. Commencing withAs a result of the 2016 audit, a newrotation requirements, the Audit Committee approved the selection of the current lead audit partner has been designated forbeginning with the Firm who2021 audit engagement. The lead audit partner is expected to serve in this capacity through the end of the 20202025 audit. The Audit Committee was directly involved in the selection of the new lead audit partner.
For the reasons stated in the Audit Committee report included in this proxy statement on pages 82-83, the members of the Audit Committee and the Board believe that continued retention of PwC as the Firm’s independent external auditor is in the best interests of JPMorgan Chase and its shareholders.
A member of PwC will be present at the annual meeting, and will have the opportunity to make a statement and respond to appropriate questions from shareholders.
JPMORGAN CHASE & CO.862024 PROXY STATEMENT

Table of Contents
The Board of Directors recommends that shareholders vote FOR ratification of PwC as the Firm’s independent registered public accounting firm for 2016.AUDIT MATTERS | RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FEES PAID TO PRICEWATERHOUSECOOPERS LLP
The Audit Committee is responsible for negotiating the audit fee negotiationsterms and fees associated with the Firm’s retention of PwC. PwC, including the annual integrated audit of the Firm’s Consolidated Financial Statements.
Aggregate fees for professional services rendered by PwC for JPMorgan Chase with respect toand its subsidiaries for the years ended December 31, 20152023 and 2014,2022, were:
Year ended December 31,
($ in millions)
20232022
Audit$77.5 $71.0 
Audit-related31.0 26.6 
Tax3.9 5.0 
Total$112.4 $102.6 
($ in millions) 2015
 2014
Audit $61.7
 $60.3
Audit-related 24.4
 21.8
Tax 4.8
 8.8
All other 
 
Total $90.9
 $90.9
Excluded from 2015 and 2014The amounts are audit, audit-related and taxreported in the table above exclude all fees totaling $26.2 million and $23.3 million, respectively, paid to PwC by investment companies and asset management funds (e.g., private equity, mutual and exchange-traded funds, commingled trust fundsand collective investment funds), and special purpose vehicles that are sponsored, managed or advised by subsidiaries of JPMorgan Chase but are not consolidated with the Firm.
Audit fees
Audit fees forFor the years ended December 31, 20152023 and 2014, were $43.0 million and $41.5 million, respectively,2022, fees for the annual integrated audit and quarterly reviews of the Firm’s Consolidated Financial Statements and for the annual audit of the Firm’s internal control over financial reporting, and $18.7quarterly reviews of the Firm’s Consolidated Financial Statements, were $51.7 million and $18.8$45.1 million, respectively,respectively. Fees for services related to statutory/subsidiary audits, attestation reports required by statute or regulation, and comfort letters and consents related to SEC filings and other similar filings with international authorities.non-U.S. authorities were $25.8 million and $25.9 million, respectively. The increase in Audit fees with PwC is primarily driven by the First Republic Bank acquisition, inflation and continued business growth.
Audit-related fees
Audit-related fees comprise assurance and related services that are traditionally performed by the independent registered public accounting firm. These services include attestation and agreed-upon procedures which address accounting, reporting and control matters.matters relating to fiduciary, transaction processing, investment management, servicing activities and ESG initiatives; reviews related to investment and lending processes, and technology systems; and due diligence reviews related to acquisitions and divestitures. These services are normally provided in connection with the recurring audit engagement. The increase in audit-related fees is primarily driven by services rendered during the calendar year for complying with internal control reporting requirements as well as new engagements due to continued business growth.
Tax fees
Tax feesFees for 2015the years ended December 31, 2023 and 2014 were $3.7 million and $1.8 million, respectively,2022, for tax compliance and tax return preparation services and $1.1were $3.7 million and $7.0$4.9 million, respectively,respectively. Fees for other tax services.services, including tax advisory and consultation on tax matters, were $0.2 million and $0.1 million, respectively.
AUDIT COMMITTEE APPROVAL POLICIES AND PROCEDURES
The Firm is committedAudit Committee’s policies and procedures require the Audit Committee to reducing the amountpre-approve a list of tax services provided by PwC and, accordingly, intends to use alternate service providers when appropriate or practicable.



80    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



AUDIT COMMITTEE APPROVAL POLICIES
AND PROCEDURES
It is JPMorgan Chase’s policy not to use PwC’s services other than forspecified audit, audit-related and tax services.
All services, performed by PwC in 2015 and 2014 were approved by the Audit Committee. The Audit Committee has adopted pre-approval procedures for services provided by PwC. These procedures require thatreview and approve the terms and fees for the annual integrated audit service engagement be approved byof the Audit Committee. For audit, audit-related and tax services, the Audit Committee annually reviews and pre-approves a list of specified services and the costs estimated to be incurred with respect to the provision of such services. All requests for PwC audit, audit-related and tax services must be submitted to the Firm’s Corporate Controller to determine if such services are included within the list of services that have received Audit Committee pre-approval.Consolidated Financial Statements. All requests for audit, audit-related and tax services that haveare not been pre-approved by the Audit Committee and all fee amounts in excess of the pre-approved estimated cost amounts must be specifically approved by the Audit Committee. In addition, all requests for audit, audit-related and tax services in excess of $250,000, irrespective of whether they are on the pre-approved list require specific approvalof specified services must be approved by the Chairman of the Audit Committee. JPMorgan Chase’s pre-approval policy does not provide for a de minimis exception under which the pre-approval requirement for pre-approval may be waived.


Pre-approved services to be performed by PwC with estimated costs in excess of $250,000 are approved by the Chair of the Audit Committee; and pre-approved services with estimated costs less than or equal to $250,000 are delegated to the Firmwide Controller’s office for approval.



2024 PROXY STATEMENT87
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT    81


Table of Contents
AUDIT COMMITTEE REPORT | AUDIT MATTERS

Audit Committee report
Three non-management directors comprise theThe Audit Committee of the Board of Directors of JPMorgan Chase.Chase is comprised of four non-management directors. The Board has determined that each member of our committee has no material relationship with the Firm under the Board’s director independence standards and that each member is independent under the listing standards of the New York Stock Exchange (“NYSE”),NYSE, where the Firm’s securities are listed, and under the U.S. Securities and Exchange Commission’s (“SEC”)SEC’s standards relating to the independence of audit committees. The Board has also determined that each member is financially literate and is an audit committee financial expert as defined by the SEC.
CHARTER
The Audit Committee operates under a written charter adopted by the Board, which is available on our website at jpmorganchase.com under the heading “Audit Committee” (located under Board Committees, located under the Governance section of the About Us tab).jpmorganchase.com/about/governance/board-committees/audit-committee. We annually review our written charter and our practices. We have determined that our charter and practices are consistent with the listing standards of the NYSE and the provisions of the Sarbanes-Oxley Act of 2002. The purpose of the Audit Committee is to assist the Board in its oversight of:
the independent registered public accounting firm’s qualifications and independence,
the performance of the Firm's internal audit function and that of the independent registered public accounting firm, and
management’s responsibilities to assure that there is in place 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 regulationsregulations.
AUDIT COMMUNICATIONS AND FEES
We discussed with PwC the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, (CommunicationsCommunications with Audit Committees), Committees, including PwC’s overall audit scope and audit approach as set forth in the terms of their engagement letter; PwC’s overall audit strategy for significant audit risks identified by them; and the nature and extent of the specialized skills necessary to perform the planned
audit. We have established procedures to receive and track the handling of complaintsissues regarding accounting and reporting, internal control and auditing matters. In addition, we monitor the audit, audit-related and tax services provided by PwC. The Audit Committee has also evaluated and concluded that audit-related and tax services provided by PwC do not impair PwC’s independence.
Details of the fees paid to PwC in respect offor its services, as well as the Audit Committee’s “pre-approval policy” regarding PwC’s fees,for such services, can be found on pages 80-81 of this proxy statement.page 87.
ASSESSMENT OF PWC
The Audit Committee annually reviews PwC’s qualifications, performance and independence in connection with theits determination as to whether to retain PwC. In conducting our review we considered, among other things:
the professional qualifications of PwC, and that of the lead audit partner, quality review partner and other key engagement partnerspartners;
PwC’s historicalcurrent and recenthistorical performance on the Firm’s audit, including the extent and quality of PwC’sits communications with the Audit Committee and the Firm’s management;
PwC’s demonstrated professional skepticism and objectivity, including fresh perspectives brought through the required periodic rotation of the lead audit partner, the quality review partner and other partners who play a significant role in the audit engagement;
PwC’s demonstrated capability, expertise and efficiency in which it handles the breadth and complexity of the Firm’s global operations, including the use of technology, specialists, and subject matter experts;
PwC’s depth of institutional knowledge and understanding of the Firm’s global businesses, operations and systems, the financial services industry, including the global regulatory environment, U.S. and international accounting standards, the potential effect on the financial statements of the significant risks and exposures facing the Firm, and the Firm’s internal control over financial reporting;
external data relating to PwC’s audit quality and performance, including recent PCAOB reports on PwC (including its global network of firms), and the results of peer review and self-review examinations;
an analysis of PwC’s known legal risks and significant proceedings that maycould impair PwC’s ability to perform the Firm’s annual auditaudit;
data relating to audit quality and performance, includingPwC’s tenure as the most recent PCAOB reports on PwC and its global network of firms, and the results of peer review and self-review examinationsFirm’s independent auditor;
the appropriateness of PwC’s fees, both on an absolute basis and as compared with fees paid by certain peer banking firmsfirms; and
PwC’s independence policies and its processes for maintaining its independence
PwC’s tenure as the Firm’s independent auditor and its depth of understanding of the Firm’s global businesses, operations and systems, accounting policies and practices, including the potential effect on the financial statements of the major risks and exposures facing the Firm, and internal control over financial reporting
PwC’s demonstrated professional skepticism and objectivity, including the fresh perspectives brought through the periodic required rotation of the lead audit partner, the quality review partner and other



82    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



additional partners who play a significant role in the audit engagement.
PwC’s capability, expertise and efficiency in handling the breadth and complexity of the Firm’s global operations, including the expertise and capability of PwC’s lead audit partner for the Firm, and
the advisability and potential impact of selecting a different independent registered public accounting firm, including the additional costs and inefficiencies associated with hiring a new independent registered public accounting firm.
JPMORGAN CHASE & CO.882024 PROXY STATEMENT

Table of Contents
AUDIT MATTERS | AUDIT COMMITTEE REPORT
PwC provided us the written disclosures and the letter required by PCAOB’s Ethics and Independence Rule 3526, (CommunicationsCommunications with Audit Committees Concerning Independence), Independence, and we discussed and confirmed with PwC their independence.
As a result of this evaluation, we believe that PwC has the capability to provide the necessary expertise, independence and professional skepticism to continue to audit the Firm’s businesses on a global basis, and we approved the appointment of PwC as JPMorgan Chase’s independent registered public accounting firm for 2016,2024, subject to shareholder ratification.
Management is responsible for the Firm’s internal control over financial reporting, the financial reporting process and JPMorgan Chase’s Consolidated Financial Statements. PwC is responsible for performing an independent audit of JPMorgan Chase’s Consolidated Financial Statements and of the effectiveness of internal control over financial reporting in accordance with auditing standards promulgated by the PCAOB. The Firm’s Internal Audit Department,function, under the direction of the General Auditor, is independent of the Firm’s businesses and the Independent Risk Management function. Internal Audit reports directly to the Audit Committee (and administratively to the Firm’s CEO) and is responsible for preparing an annual audit plan and conducting internal audits intended to independently test and evaluate the Firm’s governance, risk management and internal control structure and compliance with applicable regulatory requirements.controls. The members of the Audit Committee are not professionally engaged in the practice of accounting or auditing; as noted above, the Audit Committee’s responsibility is to monitor and oversee these processes.
WeThe Audit Committee regularly meetmeets and holdholds discussions with the Firm’s management, internal auditors and with PwC, as well asand also holds private sessions with the General Auditor and with PwC, without members of
management present. These discussions include issues encountered during the audit, the Firm’s quarterly earnings materials, and Quarterly and Annual Reports on Form 10-Q and Form 10-K, respectively, prior to filing with the SEC; as well as actions the Audit Committee has taken during the prior year.
Management represented to us that JPMorgan Chase’s Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
We reviewed and discussed JPMorgan Chase’s Consolidated Financial Statements with management, the General Auditor and PwC. We also reviewed and discussed with PwC the quality of the Firm’s significant accounting principles, the reasonableness of critical accounting estimates and judgments, critical audit matters PwC identified during the audit, and the disclosures in JPMorgan Chase’s Consolidated Financial Statements, including disclosures relating to significant accounting policies. We rely,relied, without independent verification, on the information provided to us and on the representations made by management, internal auditors and the independent auditor. Based on our review of the reports given to us by PwC and our discussions with the Firm’s management, internal auditors and PwC, as well as our review of thetheir respective representations given to us and PwC’s reports to us, we recommended to the Board, and the Board approved, inclusion of the audited Consolidated Financial Statements in JPMorgan Chase’sthe 2023 Annual Report on Form 10-K, for the year ended December 31, 2015, as filed with the SEC.
Dated asMarch 18, 2024
Audit Committee
Timothy P. Flynn (Chair)
Michael A. Neal
Phebe N. Novakovic
Mark A. Weinberger


2024 PROXY STATEMENT89JPMORGAN CHASE & CO.

Audit CommitteeShareholder Proposals1:
Laban P. Jackson, Jr. (Chairman)

James A. Bell
Crandall C. Bowles






















Image_2.jpg
RECOMMENDATION:
Vote AGAINST shareholder proposals, if presented
1The names, addresses and beneficial holdings of the proponents and any co-sponsors to a proposal are available to shareholders upon request by writing to the Secretary at the address listed on page 111.


JPMORGAN CHASE & CO.   2016
902024 PROXY STATEMENT   83


Table of Contents
SHAREHOLDER PROPOSALS



Introduction

Proposals 5–11 have been submitted by shareholders and will be voted on if properly presented at the 2024 Annual Meeting.

Our Board and senior management spend a significant amount of time considering each shareholder proposal the Firm receives, engaging with the proponents to better understand their views, assessing the relevance of the subject matter to our business, considering the opinions of other shareholders to prioritize shareholder views and considering the potential costs and benefits of the request. The Board’s focus is on its fiduciary duty, namely, advancing the long-term financial interests of the Firm’s shareholders.

The shareholder proposals and supporting statements appear in the form they were submitted to us. Consistent with recent trends we've observed, a number of the proposals do not explain how they promote shareholders' interests or even assert that they do. Some proposals provide no empirical evidence of financial effectiveness; some propose solutions without identifying a failure or material problem or ask the Firm to adopt practices that are not common among our peers; and still others are based on assertions about the Firm that we believe are inaccurate and misleading.

There is meaningful cost attached to the implementation of each shareholder proposal. For instance, five of the proposals request preparation of a report. The Firm already publishes numerous reports, including an ESG Report and a Climate Report, on topics that we have determined to be of interest to a broad base of shareholders and other stakeholders. Each of these reports require considerable time and resources to produce, including senior management time and attention. Creating additional and potentially duplicative reports is not a good use of resources, particularly when, based on our assessment, interest in the topic is limited.

After a thorough evaluation, taking into account the potential costs, benefits, and alignment with our shareholders' long-term financial interests, as well as the themes addressed in the proposals, the Board strongly recommends a vote AGAINST each of the shareholder proposals presented within this proxy statement.





ShareholderWe firmly believe in the value of shareholder engagement and recognize that our shareholders hold diverse views and perspectives on various issues. While the Board recommends votes AGAINST these proposals, we remain open to continued engagement with the proponents and others who share our commitment to the long-term value of JPMorgan Chase.




2024 PROXY STATEMENT
PROPOSAL 4:91
Independent board chairman
PROPOSAL 5:
How votes are counted
PROPOSAL 6:
Vesting for government service
PROPOSAL 7:
Appoint a stockholder value committee
PROPOSAL 8:
Clawback amendment
PROPOSAL 9:
Executive compensation philosophy
RECOMMENDATION:
Vote AGAINST shareholder proposals,
if presented




84 JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


Table of Contents
SHAREHOLDER PROPOSALS

Proposal 4
Independent board chairman — require an independent chair
John Chevedden, as agent for WilliamPROPOSAL 5 — INDEPENDENT BOARD CHAIRMAN
Kenneth Steiner 112 Abbotsford Gate, Piermont NY 10968, the holder of shares of our common stock with a market value in excess of $2,000, has advised us that he intends to introduce the following resolution:
special_shareholder.jpg
Shareholders request ourthat the Board of Directors to adopt asan enduring policy, and amend ourthe governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows:
Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board has the discretion to requireselect a Temporary Chairman of the ChairBoard who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis.
It is a best practice to adopt this proposal soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.
This proposal topic won 47%-support at the 2021 JPM annual meeting. It takes much more JPM shareholder conviction of the merits of this proposal topic to vote for this shareholder proposal topic, and thereby reject the recommendation of the Board of Directors, whenever possible,than to be an independent member ofsimply go along with the Board. The Board would have the discretion to phase in this policy for the next CEO transition, implemented so it does not violate any existing agreement. If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willing to serve as Chair. This proposal requests that all the necessary steps be taken to accomplish the above.
According to Institutional Shareholder Services 53% of the Standard & Poors 1,500 firms separate these 2 positions “2015 Board Practices,” April 12, 2015. This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%-support at Netflix. Shareholders of our company previously gave a substantial 40%-vote of support for this topic.
It is the responsibility of theJPM Board of Directors recommendation.
There are at least 2 ways 47%-support can be considered a majority vote. This 47% vote was especially impressive because the proposal had to protect shareholders’ long-term interests by providingswim upstream against repeated glossy management special solicitations sent to the shareholders who have no an independent oversightsource for proxy voting advice.
The 47% also represented a majority vote from professional investors who had access to independent proxy voting advice. Any proposal that gets above 45% support has to get a majority vote from the most informed shares because there is an overwhelming abundance of automatic votes from the JPM shares that have no other source of proxy voting advice other than JPM management. By setting agendas, priorities
The Board of Directors disingenuously put forth a laughable policy that it could always have one person fill the 2 most important jobs at JPM as long as the directors gave almost any excuse to not have an independent board chairman.
JPM also needs to take the role of the lead director more seriously. JPM's so-called Lead Director, Mr. Stephen Burke, violates the most important attribute of a Lead Director — independence. As director tenure goes up director independence goes down. Mr. Burke has 20-years director tenure. And Mr. Burke got the most against votes of any JPM director again in 2023 surpassing Timothy Flynn, chair of the JPM Audit Committee, and procedures,Mr. James Dimon who was again third highest in against votes.
A lead director can be given a list of duties but there is no rule that prevents the Chairman is criticalfrom overriding the lead director in shaping the workany of the Board.so-called lead director duties.
A board of directors is less likely to provide rigorous independent oversight of management if the Chairman is also the CEO, as is the case with our Company. Having a board chairman who is independent of management is a practice that will promote greater management accountability to shareholders and lead to a more objective evaluation of management.
According to the Millstein Center for Corporate Governance and Performance (Yale School of Management), “The independent chair curbs conflicts of interest, promotes oversight of risk, manages the relationship between the board and CEO, serves as a
conduit for regular communication with shareowners, and is a logical next step in the development of an independent board.”
An NACD Blue Ribbon Commission on Directors’ Professionalism recommended that an independent director should be charged with “organizing the board’s evaluation of the CEO and provide ongoing feedback; chairing executive sessions of the board; setting the agenda and leading the board in anticipating and responding to crises.” A blue-ribbon report from The Conference Board also supported this position.
A number of institutional investors said that a strong, objective board leader can best provide the necessary oversight of management. Thus, the California Public Employees’ Retirement System’s Global Principles of Accountable Corporate Governance recommends that a company’s board should be chaired by an independent director, as does the Council of Institutional Investors.
An independent director serving as chairman can help ensure the functioning of an effective board. Please vote to enhance shareholder value:
yes:
Independent Board Chairman — Proposal 45
BOARD RESPONSE TO PROPOSAL 5
BOARD RESPONSE TO PROPOSAL 4
The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:
The proposal’s requested policy is adverse to the interests of the Firm's shareholders because it restricts the Board’s ability to use its experience, judgment, boardroom insight and ongoing shareholder feedback to make the best-informed decision on its leadership structure based on current facts and circumstances.
The Board evaluates the Firm’s leadership structure on at least an annual basis and believes that using its judgment to determine the appropriate structure is a core Board function and a key part of Directors has an unremittingfulfilling its fiduciary duty to act as it believesshareholders.
In 2022, the Board enhanced its Corporate Governance Principles by adopting a general policy that upon the next CEO transition, the Chair and CEO positions will be separate, subject to be in the Board’s determination of the leadership structure that best interests ofserves the Firm and its shareholders and should retainat the responsibilitytime.
Contrary to determinethe proponent’s assertion, the Board leadership structuredetermined that willthe current Lead Independent Director, Stephen B. Burke, is independent. His tenure has allowed him to gain invaluable institutional knowledge, making him extremely effective as Lead Independent Director. Mr. Burke has been overwhelmingly supported by shareholders, receiving more than 90% of shareholder votes for each election during his tenure.
The Board empowers the Lead Independent Director role to include robust responsibilities and independent authority to provide a strong, effective counterbalance to the Chair. A Lead Independent Director is appointed when the Chair is not independent.
The proponent’s assertion that mandating an independent board chairman is best serve those interests.practice is without basis. In any event, the Firm’s strong performance with a combined CEO and Chair is evidence to the contrary with respect to this company.
The Board believesof Directors considers the determination of its responsibilityleadership structure to be a core Board function and a key part of fulfilling its fiduciary duty to shareholders. The Board is committed to robust corporate governance practices that facilitate its strong independent oversight of the Firm and its management. With respect to leadership structure, shareholders requires that it retainbenefit most when the flexibilityBoard is free to exercise its discretion to determine the best leadership structure for any particular set of circumstances and personnel. The adoption of a policy requiringthat it believes is most effective in advancing the Chairmaninterests of the Board be an independent director could limit the Board’s ability to choose the person best suited for the role at a particular time.Firm.


JPMORGAN CHASE & CO.   2016
922024 PROXY STATEMENT   85


Table of Contents

SHAREHOLDER PROPOSALS
The Firm’s Corporate Governance Principles provide that the Board annually, and in connection with succession planning and the selection of a new CEO, review and determine whether the role
of Chairman should be a non-executive position or combined with that of the CEO.
The Board regularly considersBoard's retention of discretion in reviewing its leadership structure evidences its intent to give due consideration to the issuemerits of board leadership in committee meetingsseparating the Chair and meetingsCEO positions. A proper exercise of the independent directors. TheBoard’s discretion demands careful consideration of available information. A restrictive policy such as that proposed by the proponent is not prudent, as it could prevent the Board has separatedfrom adopting the positions of Chairman and CEO in the past and may do so again in the future ifgovernance structure that it believes that would be inis best able to advance the best interests of the Firm and its shareholders. These decisions should not be mechanical; they should be contextual
The independent directors of the Board evaluate the Firm’s leadership structure on an annual basis. For 2024, the Board determined that its current leadership structure, with a combined CEO and based onChair counterbalanced by a strong, effective Lead Independent Director will best serve the particularFirm and its shareholders. In determining its leadership structure, the Board considers, among other factors, the composition of the Board, the individual thenindividuals serving or selected to serve as CEO andin leadership positions, the needs and opportunities of the Firm as they change over time. at the time, the Firm's long-term performance and shareholder feedback. A few of these factors are discussed in more detail below. Such annual evaluation is important because “one-size-does-not-fit-all” and there is no clear consensus about ideal leadership structures. A fixed policy requiring separation of the roles fails to consider many factors. Accordingly, leadership structures vary among companies. In fact, Shearman & Sterling's 2023 Corporate Governance & Executive Compensation Survey states that, of the 100 largest U.S. public companies listed on the NYSE and Nasdaq, 54 have a combined CEO/Chair role, and at the 46 companies where the chair and CEO positions are separated, 14 chairs were not independent.
As part of its annual review of leadership structure, the Board reviews its leadership structure, it considers a varietythe role of factors, with a particular focus on those listed on page 20 of this proxy statement.
Early in 2016, the Board reviewed its leadership structure and determined that, at the present time, combining the roles of Chairman and CEO, together with a strong Lead Independent Director, continueswhose responsibilities demonstrate the Board’s commitment to provideempowering the appropriate leadership and oversight of the Firm and facilitates effective functioning of both the Board and management.
The Firm’s current governance structure provides the independent leadership and management oversight sought by the proposal.
Pursuant to the Firm’s Corporate Governance Principles, when the positions of Chairman and CEO are held by one individual, the independent directors will annually appoint an independent directorLead Independent Director to serve as Lead Independent Director. The Lead Independent Director has significant authority and responsibilities with respecta strong, effective counterbalance to the operation of the Board. Additional information concerning theCEO. The Lead Independent Director role at the Firm is available underrobust, focusing on the heading “Board StructureBoard’s priorities and Responsibilities” on page 20processes, and his responsibilities include facilitating independent oversight of management and promoting open dialogue among the independent directors during Board meetings, at executive sessions without the presence of the CEO, and between Board meetings. Contrary to the claims of this proxy statement.proposal, our Lead Independent Director has meaningful duties and plays an important role in the Board’s, and the Firm’s, success. The Board, the Firm, and shareholders benefit from the independence and depth of knowledge and skill possessed by our Lead Independent Director as well as his continuity of experience that complements ongoing Board refreshment.
The Board regularly seeks and considers feedback from shareholders on the Firm’s leadership structure.
The current Lead Independent Director, Stephen B. Burke, is independent. His tenure has allowed him to gain invaluable institutional knowledge, making him extremely effective as Lead Independent Director. Mr. Burke has been overwhelmingly supported by shareholders, receiving more than 90% of shareholder votes for each election during his tenure.
The Firm’s long-term performance is another factor the Board recognizesconsiders in determining its leadership structure. The Firm’s continued strong financial performance and meaningful progress on key initiatives, as described throughout this Proxy Statement, demonstrate that the importancecurrent structure allows for effective execution on strategic priorities. The proponent asserts that having an independent board chairman “whenever possible” is best practice, without providing any empirical evidence demonstrating a significant relationship between having separate Chair and CEO roles and strong company performance. In contrast, with Mr. Dimon serving as both Chairman and CEO, the Firm has delivered ROTCE that has consistently and substantially outperformed that of our PSU performance group, and an investment made in JPMC 10 years ago would have outperformed that of the Firm’s leadership structure to our shareholdersKBW Bank and regularly receives feedback from shareholders onS&P Financials indices. This enduring outperformance – including the topic through direct engagement with shareholdersFirm reporting the highest earnings in 2023 of any bank in U.S. history – demonstrates the capabilities of the current Chairman and information gained fromCEO in overseeing the Firm’s outreach program (see “Shareholder engagement” on page 27business in the combined role and the effectiveness of this proxy statement). Many of our shareholders have expressed the opinion that there is no “one size fits all” solution and that the Board’s fiduciary responsibility is best met by retainingdiscretion in determining its leadership structure.
In 2022, the flexibility to choose the most effective leadership structure for a particular setBoard enhanced its Corporate Governance Principles, based on its annual review of facts facing the Firm at any point in time. A significant majority of our shareholders have repeatedly voted against proposals that would mandate the Firm’sits leadership structure and eliminatein response to shareholder feedback. The Board discretion.
The Board’s belief in the importance of retaining the flexibility to determine the best leadership structure is consistent with the policies and practices at other large companies.
Accordingconsidered feedback through extensive shareholder outreach that identified both a preference among some shareholders for separate Chair and CEO positions and strong support for the current CEO. As a result, the Board enhanced our Corporate Governance Principles to provide, upon the next CEO transition, that the Chair and CEO positions will be separate, subject to the Spencer Stuart Board Index 2015, only 21 S&P 500 companies (4%) have adopted a formal policy requiring separationBoard’s determination at the time of the Chairman and CEO roles. Among Chairmen at S&P 500 companies, 52% are the current CEO, 29% are independent, 18% are former CEOs or current executives, and 1% are outside related directors. These statistics support the Board’s strongly held view that it should retain the responsibility to determinetransition of the Board leadership structure that will best serve the interests ofserves the Firm and its shareholders. In exercising its discretion, if the Board determines that retaining the current Chair, or an otherwise non-independent director as Chair, would best serve the interest of the Firm, it will also retain a strong Lead Independent Director to facilitate independent oversight of management. The Board will continue to evaluate the structure on an annual basis even after the transition.
Finally, it is unclear what the proponent intends in suggesting that the Firm adopt a “Temporary Chairman.” This is not a standard corporate governance practice and would undermine the authority of the Chair role at JPMorgan Chase.

2024 PROXY STATEMENT93JPMORGAN CHASE & CO.

Table of Contents
SHAREHOLDER PROPOSALS
The Board recommends a vote against this proposal because it promotes an overly restrictive, mechanical analysis of the leadership structure of the Board that would prevent the Board from exercising its discretion to make the best-informed decision on its leadership structure. Proper exercise of discretion is critical to the Board's ability to fulfill its fiduciary duties. The Board believes that its general policy on separating the Chair and CEO roles upon the next CEO transition, its strong governance practices in determining its leadership structure and its empowerment of the current Lead Independent Director, best serve the Firm and its shareholders.
icon_cross.jpg
The Board of Directors recommends a
vote AGAINST this proposal.



86    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



Proposal 5
How votes are counted — count votes using only for and against and ignore abstentions
Newground Social investment, 10033-12th Avenue NW, Seattle, WA 98177, as agent for Ms. Mercy A. Rome and Equality Network Foundation, and co-sponsors First Affirmative Financial Network, LLC, as proxy for Ms. Katherine E. Stearns, and United Church Funds, each of which are the beneficial owners of our common stock with a market value in excess of $2,000, have advised us that they intend to introduce the following resolution:
RESOLVED: Shareholders of JPMorgan Chase & Co. (“JPMorgan”) hereby request the Board to take or initiate the steps necessary to amend our Company’s governing documents to provide that all non-binding matters presented by shareholders shall be decided by a simple majority of the votes cast FOR and AGAINST an item. This policy shall apply to all such matters unless shareholders have approved higher thresholds, or applicable laws or stock exchange regulations dictate otherwise.
SUPPORTING STATEMENT:
A simple-majority formula includes FOR and AGAINST votes, but not abstentions.
JPMorgan’s current policies disadvantage shareholders in three ways:
1.
Abstentions are treated as votes AGAINST every shareholder-sponsored item, but not when tallying management’s Director election.
This advantages management while harming shareholder interest.
Why provide ballots on shareholder proposals that offer three choices — FOR, AGAINST, and ABSTAIN — when in reality, stockholders only have two choices: FOR or AGAINST?
Absent conducting a survey, it seems presumptuous to assume that every abstaining voter has read the entire proxy and intends their vote to be treated as AGAINST all shareholder items.
2.Counting abstentions depresses outcomes.
By simple math, including abstentions in a formula lowers the vote result and raises the threshold required to pass a resolution.
This constitutes an unacknowledged supermajority — as the percentage of abstentions rise, the supermajority threshold increases at an exponential rate.
3.Counting abstentions distorts communication.
These practices cloud communication at the stockholder meeting - which is the only opportunity most shareholders have each year to interact with each other, management, and the Board.
Of greater concern, JPMorgan’s voting policies — which discriminate against shareholders — create misimpressions that endure. Once figures are reported in the press, they become indelibly imprinted on the minds of shareholders and lodged in the public record.
Three facts:
Any suggestion that management- and shareholder-sponsored items are treated “identically” or “equally” is false, because management-sponsored Director elections do not include abstentions in their formula.
CalPERS research found that 48% of the nation’s largest corporations employ a simple-majority standard — making it a mainstream practice.
Under this proposal, shareholders retain the right to ‘send a message’ by abstaining — in fact, message-sending may be more effective if JPMorgan cannot use abstentions to depress reported outcomes on shareholder proposals.
Notable entities favor simple-majority voting:
US Securities and Exchange Commission (Staff Legal Bulletin No. 14):
“Only votes FOR and AGAINST a proposal are included in the calculation of the shareholder vote of that proposal. Abstentions ... are not included in this calculation.”
Institutional Shareholder Services (“ISS” — the nation’s leading proxy reporting service):
“...a simple majority of voting shares should be all that is necessary to effect change regarding a company and its governance provisions.”


JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    87



The Council of Institutional Investors (Governance Policy 3.7):
“Uninstructed broker votes and abstentions should
be counted only for purposes of a quorum.”
Support equitable voting and good governance at JPMorgan Chase — vote FOR Item 5
BOARD RESPONSE TO PROPOSAL 5
The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:
PROPOSAL 6 — HUMANITARIAN RISKS DUE TO CLIMATE CHANGE POLICIES
Changing the voting procedure would not be in the best interests of shareholders.
The proponent’s proposal advocates lowering the approval standard for shareholder voting (and therefore making approval easier) by ignoring abstentions in vote tabulation. We believe this would not be in the best interests of our shareholders. It is our view that the proponent of a proposal should be able to persuade a majority of those presentNational Legal and eligible to vote to affirmatively vote for the matter in order for it to be approved.
The current voting standard contained in our
By-laws treats shareholder and management proposals equally.
Our vote counting methods apply identically to shareholder-sponsored and management-sponsored proposals. For both, abstentions are treated the same way — they are counted and will have the same effect as a vote against the proposal. The only exception to this is for the election of directors. For example, the proposal in this proxy statement to approve the advisory resolution on executive compensation (“Say on Pay”) is a management-sponsored proposal. Abstention votes will have the same effect as a vote against this proposal, as would be the case if it were a shareholder-sponsored proposal. The vote counting method we use does not favor management proposals over shareholder proposals. They are treated equally.
Counting abstention votes honors the intent of the shareholders.
Shareholders cast their votes knowing that votes to abstain are counted as votes against a proposal.
Shareholders typically have three voting choices for a particular proposal: “for,” “against” and “abstain.” Our proxy statement clearly describes how each of these voting choices will be counted; including that abstentions will be counted as a vote against. Moreover, in some instances, shareholder groups/institutions may publish proxy voting guidelines that call for an “abstain” vote under specified circumstances. The proponent’s proposal would disregard such “abstain” votes, thus potentially disenfranchising those shareholders.
To review our description of vote counting, including the treatment of abstentions, please see “How Votes Are Counted” on page 99 of this proxy statement.
Our vote counting methodology is consistent with Delaware law and is followed by the majority of Delaware corporations.
JPMorgan Chase is incorporated in the State of Delaware. As a result, the Delaware General Corporation Law (the “DGCL”) governs the voting standards applicable to actions taken by our shareholders. Our current By-law on this topic follows the default voting standard under Section 216(2) of the DGCL and we believe is also consistent with the voting standards adopted by the majority of Delaware corporations.
Under our By-laws, when a quorum is present, the vote of the holders of a majority in voting interest of the shareholders present in person or by proxy and entitled to vote is required to approve any matter brought before the meeting of shareholders, other than the election of directors. Under the DGCL, and the Firm’s By-laws, shares that abstain constitute shares that are present and entitled to vote. As a result, in the vote tabulation, abstentions are not included in the numerator (because they are not votes “for” the matter) but are included in the denominator as shares entitled to vote. Or, more simply, shares abstaining have the practical effect of being voted “against” the matter under both our current By-laws and the default voting standard established by the DGCL.
The Board of Directors recommends a
vote AGAINST this proposal.



88    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



Proposal 6
Vesting for government service — prohibit vesting of equity-based awards for senior executives due to voluntary resignation to enter government service
AFL-CIO Reserve Fund, 815 Sixteenth Street, N.W., Washington, D.C. 20006, the holder of 2,123 shares of our common stock,Policy Center has advised us that it intends to introduce the following resolution:
RESOLVED: ShareholdersWHEREAS: The global energy crisis has focused the public's and policy makers' attention on the effects from rising energy prices. Russia's invasion of Ukraine is partially to blame, but the haphazard worldwide transition to so-called1 "green" energy has arguably inflicted greater harm via toxic pollution and energy prices:2
According to Fatih Birol, Executive Director of the International Energy Agency, developing nations are the most vulnerable to rising fossil fuel prices.3 "Birol said those who will be hit hardest include oil-importing nations in Africa, Asia and Latin America because of higher import prices and their weaker currencies."
760 million people, primarily in Africa and Asia, still don't have access to electricity, according to the IEA.4
Reduced investment in fossil fuels disproportionately impacts the poor.5 "Reducing poverty is not feasible without access to cheap and reliable energy."6
Developing nations represent potential sources of business growth—or decline—for JPMorgan Chase & Co. (the “Company”("JPM") and the global economy.
SUPPORTING STATEMENT: JPM has made energy transition policies integral to its lending and underwriting activities:
JPM joined the Net-Zero Banking Alliance in October 2021.7 The NZBA is a group of leading global banks, convened by the United Nations, committed to transitioning the economy to net-zero emissions by 2050.8
JPM has pledged to finance and facilitate $2.5 trillion in climate action and sustainable development by 2030.9
JPM is targeting a 31% reduction in emissions from crude steel production and a 36% reduction from aviation by 2030.10
JPM has promised to phase out "credit exposure" to the coal extraction industry by 2024.11
"The J.P. Morgan Development Finance Institution (JPM DFI) was established in January 2020 to mobilize finance in support of the UN Sustainable Development Goals in emerging economies."
JPM's climate policies appear to conflict with its commitment to the SDGs,12 especially the first goal of "no poverty."13
RESOLVED: Shareholders request that the Board of Directors adopt a policy prohibitingto oversee an audit that analyzes the vestingimpacts, both adverse and beneficial, of equity-based awards for senior executives dueJPM's climate transition policies regarding the economic and humanitarian effects on emerging nations, which rely heavily on - but have limited access to a voluntary resignation to enter government service (a “Government Service Golden Parachute”).
For purposes of this resolution, “equity-based awards” include stock options, restricted stock- fossil fuels and other stock awards granted under an equity incentive plan. “Government service” includes employmentnon-"renewable" sources of power, such as nuclear. Perspectives from a full spectrum of respected economists, nongovernmental organizations, research firms, and public-interest groups could be considered. JPM should avoid one-sided political or viewpoint bias, with any U.S. federal, state or local government, any supranational or international organization, any self-regulatory organization, or any agency or instrumentalitythe auditor consulting specialists across a range of anystances - including those who may rebut prevailing corporate media- and government-driven narratives on climate and energy. Among perspectives that may be considered include experts such government or organization, or any electoral campaign for public office.as Alex Epstein, Michael Shellenberger, Bjorn Lomborg, Robert Bryce, Roy Spencer, John Christy, Roger Pielke, Jr., Richard Lindzen, and others.
This policy shall be implemented so as not to violate existing contractual obligations or the terms of any compensation or benefit plan currently in existenceA report on the date this proposal is adopted,audit, prepared at reasonable cost and it shall apply only to equity awardsomitting confidential or plan amendments that shareholders approve after the date of the 2016 annual meeting.proprietary information, should be published on JPM's website.
SUPPORTING STATEMENT:
Our Company provides its senior executives with vesting of equity-based awards after their voluntary resignation of employment from the Company to pursue a career in government service. In other words, our Company gives a “golden parachute” for entering government service.
At most companies, equity-based awards vest over a period of time to compensate executives for their labor during the commensurate period. If an executive voluntarily resigns before the vesting criteria are satisfied, unvested awards are usually forfeited. While government service is commendable, we question the practice of our Company providing accelerated vesting
1    https://www.dailymaiI.co.uk/sciencetech/article-12545855/Devastating-transition-green-energy-metal-mining-23-million-people-toxic-waste-rivers-polIuted-farmland.htmI
2    https://www.wsj.com/articles/americas-new-energy-crisis-11659153633
3    https://www.cnbc.com/2022/10/26/iea-developing-nations-the-number-one-casualty-of-the-energy-crisis.html
4    https://www.iea.org/reports/sdg7-data-and-projections/access-to-electricity
5    https://www.brookings.edu/articles/it-is-unfair-to-push-poor-countries-to-reach-zero-carbon-emissions-too-early/
6    https://thebreakthrough.org/journal/no-16-spring-2022/let-them-eat-carbon
7    https://www.bloomberg.com/news/articles/2021-10-08/jpmorgan-joins-net-zero-banking-alliance-with-emissions-pledge#xj4y7vzkg
8    https://www.unepfi.org/net-zero-banking/
9    https://www.jpmorganchase.com/news-stories/jpmc-to-advance-climate-action-and-sustainable-dev-goals
10    https://www.reuters.com/business/sustainable-business/jpmorgan-sets-2030-emissions-targets-polluting-industries-2022-12-22/
11    https://www..cnbc.com/2020/02/25/jpmorgan-says-it-will-fund-200-billion-in-sustainable-deals-this-year.html
12    https://www.jpmorganchase.com/impact/sustainability/es-commitments
13    https://sdgs.un.org/goals
of equity-based awards to executives who voluntarily resign to enter government service.
The vesting of equity-based awards over a period of time is a powerful tool for companies to attract and retain talented employees. But contrary to this goal, our Company’s Long-Term Incentive Plan provides for the accelerated vesting of restricted stock to executives who are members of the company’s operating committee if they depart the firm to run for elected office or are appointed to a government position.
We believe that compensation plans should align the interests of senior executives with the long-term interests of the Company. We oppose compensation plans that provide windfalls to executives that are unrelated to their performance. For these reasons, we question how our Company benefits from providing Government Service Golden Parachutes. Surely our Company does not expect to receive favorable treatment from its former executives?
For these reasons, we urge shareholders to vote FOR this proposal.
JPMORGAN CHASE & CO.942024 PROXY STATEMENT

Table of Contents
BOARD RESPONSE TO PROPOSAL 6SHAREHOLDER PROPOSALS
BOARD RESPONSE TO PROPOSAL 6
The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:
JPMorgan Chase believes in free enterprise and does not “boycott” companies or sectors. Our decisions are made based on facts, business principles and long-term shareholder value, not social or political agendas.
The Firm's objectives across our sustainable development activities and climate are complementary, and our investment objectives in both areas contribute to the Firm’s Sustainable Development Target, described below.
The Firm’s commitment to finance and facilitate $2.5 trillion to advance long-term solutions that address climate change and contribute to sustainable development (“Sustainable Development Target”) explicitly supports the United Nations Sustainable Development Goals, the first of which is poverty eradication. In 2021 and 2022, the Firm financed and facilitated $204 billion toward development finance, the sustainable development component of our target.
The Firm supports clients across the energy sector. In the energy sector, our financing activity reflects the need to balance energy transition with energy security, reliability and affordability, and the reality that the world will continue to require fossil fuels in coming years as alternative energy sources scale up. The Firm has established climate targets that reflect this balance.
The requested audit would not be meaningful as it is unclear how impacts of the Firm’s current approach to sustainable development on “economic and humanitarian effects on emerging nations” could be defined or quantified as part of an audit. Indeed, the proposal does not point to any evidence that the Firm's approach has had such impacts.
The requested audit would divert time, attention and resources from the meaningful work the Firm is already doing and would incur unnecessary costs, at shareholders’ expense, given the extensive reporting and disclosure the Firm already provides.

Our Government Office compensation provisions are intended to help us attract talented and dedicated people.
JPMorgan Chase makes independent business decisions based on facts and business principles to advance the long-term interests of the Firm and our shareholders. We seek to inform our decision-making with input from relevant subject matter experts and stakeholders without regard to their political or social leanings. This approach helps enable us to make independent decisions based on business principles. We note that the proposal advances views that are skeptical of modern scientific consensus regarding climate change. In contrast, our business principles-based approach is designed to “avoid one-sided political or viewpoint bias,” as urged by the proposal.
At its core, the proposal focuses on one particular view of climate change, and offers no evidence to support its contention that our commitments relating to climate and development finance are incompatible with each other. We believe our ability to capitalize upon opportunities and manage risk, including those presented by a transition to a low-carbon economy, depend on continued focus on facts, without regard to political or ideological agendas.
The Firm’s objectives across our sustainable development activities and climate are complementary. JPMorgan Chase has committed to finance and facilitate $2.5 trillion over 10 years — from 2021 through the end of 2030 — to advance long-term solutions that address climate change and contribute to sustainable development (“Sustainable Development Target”), which we believe will help accelerate the transition to a low-carbon economy while also supporting socioeconomic development and inclusive growth for people and communities around the world. As this finance target is measured across both sustainability and climate, those objectives are by definition complementary.
More importantly, we do not agree with the implied premise that progress on business-driven climate objectives hinders progress on sustainable development, or vice versa. The Firm’s sustainable development activities are focused in three areas, one of which is development finance to support socioeconomic development in emerging economies, with an emphasis on mobilizing capital to advance the United Nations Sustainable Development Goals (“SDGs”). Contrary to the proponent’s claim that our policies appear to conflict with the SDGs, in 2021 and 2022, the Firm financed and facilitated $482 billion toward its Sustainable Development Target, including $204 billion for development finance.
The Firm believespursues its sustainable development activities while also supporting clients in the energy sector, where our financing activity reflects the need to balance energy transition with energy security, and the reality that public servicethe world will continue to require fossil fuels in coming years as alternative energy sources scale up. We have consistently recognized the need to work toward achieving global environmental goals in a way that supports the world’s growing energy demand to power societal and economic progress and fosters equitable energy access, reliability, security and affordability. The Firm does not have a policy to prohibit fossil fuel finance in developing nations. Rather, JPMorgan Chase provides financial services across industries and geographies, with the ambition to fulfill banking's essential purpose of helping people, businesses of all sizes and vital institutions achieve their goals. And in fact, third parties regularly recognize the Firm as one of the largest financiers of both clean and traditional energy in the world. Our Center for Carbon Transition (“CCT”) provides clients with strategic advice on their long-term decarbonization plans and works with industry and product teams to structure financing solutions to help clients drive progress toward their decarbonization goals.

2024 PROXY STATEMENT95JPMORGAN CHASE & CO.

Table of Contents
SHAREHOLDER PROPOSALS
In addition, in November 2023, the Firm expanded its oil and gas end use (Scope 3) target to its current Energy Mix target, which includes financed zero-carbon power generation. The Energy Mix target encompasses a broader view of energy supply that better captures the system-wide substitution from oil and natural gas to low-carbon fuels and zero-carbon electricity generation and better reflects how we support the world’s energy transition. Use of the Energy Mix target promotes financing that is a high calling and importantsensitive to the communities that we serve. The Government Office provisions were added to our compensation program to demonstratesupply of different types of energy which is inconsistent with the sort of trade-offs the proposal implies.
More detailed information about the Firm’s supportSustainable Development Target, the Development Finance Institution and CCT and other efforts is available on the Investor Relations page of our website which includes the Firm's annual Climate and ESG Reports.
Finally, the requested audit would not be meaningful as it is unclear how impacts of the Firm’s approach to sustainable development on “economic and humanitarian effects on emerging nations” could be defined or quantified as part of an audit. Indeed, the proposal does not point to any evidence that the Firm's approach has had such impacts. The audit requested by the proposal would divert time, attention and resources away from the meaningful work the Firm is already doing and would incur unnecessary costs, at shareholders' expense, given the extensive reporting and disclosure the Firm already provides.
icon_cross.jpg
The Board of Directors recommends a vote AGAINST this proposal.
PROPOSAL 7 — INDIGENOUS PEOPLES' RIGHTS INDICATORS
The United Church Funds has advised us that it intends to introduce the following resolution:
RESOLVED: Shareholders request the Board of Directors provide a report to shareholders, at reasonable cost and omitting proprietary and confidential information, outlining the effectiveness of JPMorgan Chase & Co.’s policies, practices, and performance indicators in respecting internationally-recognized human rights standards for public service. Our compensation program shows respectIndigenous Peoples’ rights in its existing and proposed general corporate and project financing.
WHEREAS: The UN Declaration on the Rights of Indigenous Peoples and International Labour Organization Convention
169 concerning Indigenous and Tribal Peoples in Independent Countries are internationally-recognized standards for those choosingIndigenous Peoples’ rights.1 Violation of these rights presents risks for JPMorgan that can adversely affect shareholder value, including reputational damage, project disruptions, and civil and criminal liability.2 JPMorgan has a history of financing projects and companies that violate Indigenous rights, including bankrolling the Dakota Access pipeline in 20163 and providing $1.8 billion to enter public serviceEnbridge between 2016 and 2020 to enable the widely opposed Enbridge Line 3 and Line 5 tar sands pipeline reroutes.4
Indigenous leaders from the Great Lakes tribes have called Enbridge’s Line 5 pipeline reroute “an act of cultural genocide.”5 A 2022 ruling found that Line 5 was operating illegally on Bad River Band territory since 2013.6 Michigan’s twelve federally recognized Tribal Nations requested President Biden to decommission Line 5 in 2021,7 noting Enbridge’s deceptive tactics, poor environmental track record, and risk of “catastrophic damage” to Indigenous rights.8 Companies like Enbridge, financed by JPMorgan, consistently fail to meet the international standard of free, prior, and informed consent (FPIC) with affected tribes.9
JPMorgan is intended to help enable us to hireadditionally the bestsubject of ongoing protests for its role as the largest financier of oil and brightest employees, which is clearlygas operations in the best interestsAmazon rainforest that pose “an existential threat” to Indigenous Peoples.10 For example, JPMorgan finances Gran Tierra Energy, which has been connected to Indigenous Rights violations of shareholdersthe Inga and Pastos people in Columbia since 2012.11 Despite making commitments to protect UNESCO sites,12 JPMorgan finances PetroAmazonas, which operates in the Firm. While weYasuni UNESCO Reserve despite clear Indigenous opposition.13 Ecuadorian courts ruled in 2019 that Waorani Peoples were not adequately consulted.14 In August 2023, a referendum vote opted to halt drilling in Yasuni Park, which the company estimates will cost $1.2 billion in income.15
JPMorgan faces reputational risk if its climate commitments are discredited by its own financing activities.16 JPMorgan’s human rights and risk management policies do not wantclearly define FPIC, nor include guidance on how JPMorgan addresses companies with track records of violating Indigenous rights. Though JPMorgan adheres to lose these employees, we also dothe Equator Principles to manage environmental and social risk, Indigenous experts have described them as “critically weak” and not wantaligned with international human rights standards.17 Effective policies that protect Indigenous rights are critical to penalize them for pursuing public service.managing material risk.


1    https://www.un.org/development/desa/indigenouspeoples/declaration-on-the-rights-of-indigenous-peoples.html; https://www.ilo.org/dyn/normlex/en/f?p=NORMLEXPUB:12100:0::NO::P12100_INSTRUMENT_ID:312314
2    https://www.colorado.edu/program/fpw/sites/default/files/attached-files/social_cost_and_material_loss_0.pdf; https://amazonwatch.org/news/2022/0622-the-business-case-for-indigenous-rights
3    https://www.democracynow.org/2016/9/9/who_is_funding_the_dakota_access
4    https://www.ran.org/wp-content/uploads/2020/12/RAN-Briefing_Line3_KXL.pdf
5    https://www.stopline3.org/news/women-leaders-line5
6    https://michiganadvance.com/wp-content/uploads/2022/09/20515906551-1.pdf
7    https://www.baymills.org/_files/ugd/869f65_f8e5288d82084540a9f0e7d5d6c0921f.pdf
8    https://narf.org/nill/documents/20210510BayMills_banish_Enbridge.pdf?_ga=2.239143744.2105983367.1624287541-1503385769.1619537483
9    https://www.colorado.edu/program/fpw/2022/06/13/united-nations-responds-second-time-violations-anishinaabe-rights-signals-priorities
10    https://amazonwatch.org/news/2021/1111-cop26-frontline-communities-confront-jpmorgan-chase-on-violating-indigenous-rights-and-financing-the-climate-crisis
11    https://exitamazonoilandgas.org/ ; https://news.mongabay.com/2022/06/how-colombia-disenfranchised-indigenous-inga-communities-in-favor-of-oil/
12    https://whc.unesco.org/en/no-go-commitment/ ; https://www.jpmorganchase.com/content/dam/jpmc/jpmorgan-chase-and-co/documents/jpmc-esg-report-2022.pdf
13    https://www.ft.com/content/8e1acf14-e467-11e9-b8e0-026e07cbe5b4
14    https://www.ohchr.org/en/stories/2019/09/courts-rather-spears-used-defend-indigenous-territories
15    https://news.mongabay.com/2023/08/ecuador-referendum-halts-oil-extraction-in-yasuni-national-park/
16    https://climatejusticealliance.org/jpmorgan/
17    https://www.colorado.edu/program/fpw/2019/11/19/first-peoples-response-ep4-critically-weak-equator-principles-puts-global-development
JPMORGAN CHASE & CO.   2016
962024 PROXY STATEMENT   89


SHAREHOLDER PROPOSALS

BOARD RESPONSE TO PROPOSAL 7
The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:
JPMorgan Chase supports fundamental principles of human rights across all our lines of business and in each region of the world in which we operate.
Part of the Firm’s risk management process includes assessing our clients’ approach to, and performance on, environmental and social (“E&S”) matters, including those related to Indigenous Peoples’ rights, where appropriate. We have firmwide policies and standards, including an escalation and due diligence process conducted by E&S subject matter experts when a client’s transaction is considered to have material impacts related to Indigenous Peoples.
The Proponent makes inaccurate assertions about the Firm’s financing activities and cites subjective determinations by sources that are not necessarily aligned with or knowledgeable about our shareholders’ long-term financial interests.
The Firm has adopted and implemented appropriate policies and practices that address the concerns raised by the proponent.
JPMorgan Chase supports fundamental principles of human rights across all our lines of business and in each region of the world in which we operate. The Firm’s respect for the protection and preservation of human rights is guided by the principles set forth in the United Nations Universal Declaration of Human Rights and in the United Nations Guiding Principles for Business and Human Rights. Where relevant, we consider a range of internationally recognized principles to inform the Firm’s approach in managing certain E&S risks, including the International Finance Corporation’s (IFC) E&S Performance Standards, which address the treatment of Indigenous Peoples and includes the principle of Free, Prior and Informed Consent (FPIC).
Part of the Firm’s risk management process includes, where appropriate, assessing our clients’ approach to, and performance on, E&S matters, including those related to Indigenous Peoples’ rights. The Firm maintains firmwide policies and standards for the consistent identification, escalation and management of transactions and activities that present increased E&S risk, which include an escalation and due diligence process conducted by E&S subject matter experts when a client’s transaction is considered to have material impacts related to Indigenous Peoples.
When material risk and impacts are identified with regard to Indigenous Peoples, our policies require due diligence to be undertaken to review and confirm how the projects and transactions demonstrate effective stakeholder engagement with affected communities, workers and, where relevant,
Indigenous Peoples. We recognize that allegations may represent potential risk, including reputation risk, and our due diligence in relation to E&S issues includes due diligence and engagement with clients or prospective clients, negative media screening and a review of allegations and clients’ related practices. Where negative media and/or allegations are identified, the Firm takes steps to determine materiality, mitigants and disposition.
Further, the Firm may engage directly with client companies to better understand their commitments, capacities and track records pertaining to Indigenous Peoples. Some companies that operate in multiple jurisdictions with actual and potential impact to Indigenous Peoples’ land and natural resources may take steps to mitigate those impacts with strong policies and procedures regarding Indigenous Peoples.
If significant issues are not resolved, including, specifically, issues pertaining to Indigenous Peoples, transactions may be escalated, when warranted, to a committee of the senior leaders of the Firm.
In its Supporting Statement, the proponent inaccurately describes the Firm’s financing activities and cites a number of allegations against companies and projects, with references to subjective determinations by sources that are not necessarily aligned with or knowledgeable of our shareholders’ long-term financial interests. In contrast, our approach is to assess the substance of allegations, so we can make informed decisions based on facts, as we strive to meet our responsibilities to our clients and our shareholders while managing risk appropriately.
The Firm’s risk-based approach to E&S issues, including to those related to Indigenous Peoples, is intended to prevent adverse impacts and related reputation risk. The proponent has failed to provide any credible evidence of the ineffectiveness of this approach. The requested report would incur unnecessary expense and would not provide shareholders with meaningful additional information.
icon_cross.jpg
The Board of Directors recommends a vote AGAINST this proposal.
The Government Office terms of our equity plan are the same for all participants.
PROPOSAL 8 — PROXY VOTING ALIGNMENT
The Maryknoll Sisters of St. Dominic, Inc. has advised us that it intends to introduce the following resolution:
WHEREAS: JPMorgan Asset Management (JPMAM) is a respected global financial services leader.
JPMAM understands the urgency and materiality of climate risk and its negative impact on companies and the economy. Jamie Dimon’s 2023 letter to shareholders says “The window for action to avert the costliest impacts of global climate change is closing. … (We) — companies and investors — need to become more active and involved in proxy issues each year to foster better communication between the investors and the board of the companies they own”.1
1    https://reports.jpmorganchase.com/investor-relations/2022/ar-ceo-letters.htm

2024 PROXY STATEMENT97JPMORGAN CHASE & CO.

Table of Contents
SHAREHOLDER PROPOSALS
However, JPMAM’s voting record on climate-related proposals has dropped dramatically putting us far behind other investment firms. According to ShareAction’s 2022 ranking of the top 68 managers voting record on 252 shareholder proposals, JPMAM ranked 57th of 68 asset managers assessed.
In 2023 JPMAM votes declined further on climate and racial justice resolutions, for example voting for only 15 climate resolutions out of 65 (from NPX filings of S&P 500 companies provided by Diligent).
This proxy voting record seems inconsistent with JPMAM’s membership in several investing initiatives:
The Principles for Responsible Investment (PRI), a global investor network representing over $120 trillion in assets, urges investors to vote on ESG issues prioritizing “addressing systemic sustainability issues”.
The Net Zero Asset Managers Initiative supports voting policies consistent with net zero emissions by 2050.
When voting, JPMAM looks primarily at near-term risk for a specific company, not risk to the whole portfolio which we believe is shortsighted.
The PRI and the Chartered Financial Analyst Institute recently announced a new definition of stewardship:
“The use of investor rights and influence to protect and enhance overall long-term value for clients and beneficiaries, including the common economic, social, and environmental assets on which their interests depend…
Investor influence does not constitute stewardship unless it is used to protect and enhance overall long-term value for clients and beneficiaries. Using influence to promote short-term performance or the performance of individual companies, industries, or markets, without regard to overall value, does not constitute stewardship.”2
Similarly, diversity issues are of material importance to companies and investors. For years JPMAM worked to be a diversity leader, yet its proxy voting on diversity issues are misaligned with its stated positions.
We further believe fiduciary responsibility requires evaluating the impacts of climate and diversity risks on both portfolio companies and total portfolios. Thus, we request this special review.
RESOLVED: Shareowners request the Board of Directors initiate a review of both JPMAM’s 2023 proxy voting record and proxy voting policies related to diversity and climate change and report results to shareholders, prepared at reasonable cost, omitting proprietary information.
SUPPORTING STATEMENT: Proponents suggest the review include the following:
Any misalignment of JPMAM’s policy and voting record with the goals of the Paris Agreement, industry initiatives of which JPMAM or the bank is part and JPMAM’s own stated policies.
A comparison with the voting records of other major investment firms and mutual funds.
Recommendations for strengthening voting guidelines on diversity and climate-related issues.
BOARD RESPONSE TO PROPOSAL 8
The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:
J.P. Morgan Asset Management Inc. (“JPMAM”), as a fiduciary to its clients, is committed to voting proxies solely in the best long-term interests of its clients, without its decisions being constrained or dictated by its membership in organizations or pursuing other social initiatives or objectives.
JPMAM already provides, and continues to enhance, detailed reporting through various channels to its clients concerning its stewardship activities including engagement and proxy voting.
Other asset managers’ proxy voting records are irrelevant as JPMAM makes its own fiduciary decisions for its client accounts. Voting statistics are not determinative of whether JPMAM has acted in the best long-term interests of its client accounts and do not reflect the assessments JPMAM brings to individual shareholder proposals.
JPMAM’s proxy voting practices are reasonably designed to appropriately focus on specific long-term risks and opportunities at individual companies with the objective of encouraging action that enhances long-term shareholder value for JPMAM’s clients. The proponent asserts that proxy voting should, instead, be used at an individual company to enhance “common economic, social, and environmental assets.” This approach may cause negative unintended consequences in a wide variety of circumstances as it could be contrary to investment objectives or harm client accounts.
JPMAM stewardship priorities include climate change and diversity issues, among others, due to the financially material risks we believe these issues may pose to the companies in which we invest. In addition, JPMAM already provides voting guidelines applicable to diversity and climate-related issues that allow JPMAM to review proposals case by case, taking into account what it believes is in the long-term best interests of its clients.
2    https://www.unpri.org/investment-tools/definitions-for-responsible-investment-approaches/11874.article
JPMORGAN CHASE & CO.982024 PROXY STATEMENT

Table of Contents
SHAREHOLDER PROPOSALS
J.P. Morgan Asset Management Inc. ("JPMAM")3, as a fiduciary to its clients, is committed to voting proxies solely in the best long-term interests of its clients. JPMAM has adopted policies and procedures that are reasonably designed to meet this objective, including JPMAM’s Global Proxy Voting Guidelines (the “Guidelines”), which include detailed guidelines and procedures for voting proxies on particular types of issues.4 While the Guidelines take into account various regulatory frameworks, business cultures, and business practices in different regions, all of the guidelines have been designed with the objective of encouraging action that enhances long-term shareholder value for JPMAM's clients.
JPMAM votes proxies solely in what it believes is in the best long-term interests of its client accounts without its decisions being constrained or dictated by its membership in organizations or pursuing other social initiatives or objectives. As a global asset manager, JPMAM is a participant in a number of organizations, including certain regional organizations that focus on issues that JPMAM believes are financially material to our client accounts in specific regions. However, JPMAM makes its own independent investment and proxy voting decisions, which are not constrained or dictated by its membership in organizations. To do otherwise would be contrary to JPMAM’s fiduciary duty to its clients.
JPMAM already provides, and continues to enhance, detailed reporting to its clients concerning its stewardship activities, including engagement and proxy voting. Such reporting includes JPMAM’s annual Investment Stewardship Report, filings on Form N-PX for J.P. Morgan mutual funds and ETFs, and reporting to individual clients. This reporting includes detailed information concerning how JPMAM voted particular proxies as well as extensive information on JPMAM’s engagement on issues that it believes are financially material to the long-term interests of its client accounts, including risks associated with climate change and human capital management. JPMAM’s transparency allows its clients to understand how JPMAM implements proxy voting in the best long-term interests of their accounts.
Other asset managers’ proxy voting records are irrelevant. JPMAM makes its own fiduciary decisions for its client accounts, including investment and proxy voting decisions. Given its fiduciary imperative, decisions of other asset managers or mutual funds should not inform the decisions that JPMAM makes for its clients or the development or implementation of JPMAM’s Guidelines. As a fiduciary to its clients, JPMAM does not follow other asset managers to determine how to best implement the investment strategies of JPMAM clients. In this respect, we note that the Proponent has cited voting statistics and comparisons with other asset
managers for the proposition that JPMAM is looking only at “near-term risk” for companies held in client accounts. However, voting statistics are not determinative of whether JPMAM has acted in the best long-term interests of its client accounts. For example, such statistics would not include mechanisms by which we can address issues such as through engagement with company management or voting against individual directors when it believes that the company has not addressed material risks. Moreover, such statistics do not reflect the assessments and discretion that JPMAM brings to individual shareholder proposals including background on engagement with companies.
JPMAM’s proxy voting practices are reasonably designed to appropriately focus on specific long-term risks and opportunities at individual companies. The proponent asserts that proxy voting should, instead, be used at an individual company to enhance “common economic, social, and environmental assets.” This approach may cause negative unintended consequences in a wide variety of circumstances as it could be contrary to investment objectives or harm client accounts. For instance, asking an individual publicly owned company to curtail certain activity could result in the transfer of that activity to other public companies or to privately owned or state-owned enterprises, that may have a poorer track record of environmental stewardship. Such action would not only result in transfer of economic returns to these other participants, but could potentially lead to worse environmental and climate outcomes and harm the portfolio.
While the Proponent suggests “strengthening voting guidelines on diversity and climate-related issues,” (emphasis added) it is unclear what this entails. If “strengthening” means voting in favor of more shareholder proposals and against management, such a prescriptive approach would undermine JPMAM’s ability to vote in the best long-term interests of its clients and substitute the judgement of JPMC shareholders for that of JPMAM as a fiduciary.
JPMAM stewardship priorities include climate change and diversity issues, as part of human capital management, due to the financially material risks we believe these issues pose to the companies in which we invest. In addition, JPMAM already has voting guidelines applicable to diversity and climate-related issues. For many shareholder proposals, such guidelines contemplate case by case considerations due to the complexity of the issues involved and the specific facts and circumstances that are relevant to an individual company. For example, as reflected in the Guidelines specific to companies in North America, environmental shareholder proposals are considered on a case-by-case basis, including the relevance of the proposal to the particular issuer, as well as the prescriptiveness of the proposal itself.
3    J.P. Morgan Asset Management (“JPMAM”) is the marketing name of the investment management business of JPMorgan Chase senior executives participate& Co. and its affiliates worldwide. The proxy voting activities of JPMorgan Chase & Co.’s U.S. asset management business are primarily conducted through J.P. Morgan Investment Management Inc. For the sake of simplicity, this response refers to JPMAM.
4    JPMAM has separate guidelines for different regions in which the issuer of a broad-based equity plan. Thousandssecurity is organized. In addition, for certain sustainable investing strategies, JPMAM has adopted proxy voting guidelines that replace Environmental and Social Shareholder Issues of the Firm’s employees typically receive equity compensation awardsNorth American Proxy Voting Guidelines and apply only to proxy voting with respect to shares held in a given year. All who receive equity awardsaccounts whose owners have the same Government Office provisions. Theychosen to invest in certain sustainable strategies.

2024 PROXY STATEMENT99JPMORGAN CHASE & CO.

Table of Contents
SHAREHOLDER PROPOSALS
We believe such guidelines are not a special benefit for senior executives. These provisions enhance our abilityappropriately tailored to attract the most talented and dedicated peopleallow JPMAM to a wide range of positionsreview shareholder proposals considering what it believes is in the Firm.best long-term interests of its clients. We do not believe the proposed prohibition would bethat it is in the best interests of our employees or our shareholders.
clients to adopt prescriptive guidelines that dictate how JPMAM should vote on every matter. JPMAM is confident that its current approach to voting proxies in accordance with the Guidelines effectively serves its duty to its clients and enhances the long-term value of their accounts. The requested report would not provide shareholders with meaningful additional information, and as such, we do not believe it is necessary.
icon_cross.jpg
The Government Office accelerated distribution provisions do not provide employees with a windfall.
These provisions do not reward employees for leaving the Firm to enter government service; they merely remove an impediment by enabling any such employees, under specified conditions, to keep deferred equity compensation awarded in connection with past service to the Firm.
Our equity plan provides for acceleration of distribution of any equity awards eligible for continued vesting pursuant to the terms of the plan only if government ethics or conflicts of interest laws require divestiture of unvested equity awards and do not allow continued vesting. This enables the immediate sale of the securities. Notwithstanding acceleration of any awards, the former employee remains subject to the applicable terms of the award agreement as if the award had remained outstanding for the duration of the original vesting period, including the clawback provisions and post-employment obligations. Former employees who are not so required to divest their equity holdings are not eligible for accelerated distribution under the Government Office provisions and any equity awards not eligible for continued vesting under the terms of the equity plan are forfeited.
The proxy statement discloses detailed information about the Government Office provisions. We have enhanced this disclosure in response to shareholder feedback.
JPMorgan Chase senior executives participate in a broad-based equity plan. The terms of the plan are disclosed in public SEC filings and apply equally to all employees. We have provided details in Table III of the Executive Compensation Tables (see page 68 of this proxy statement), which reports the value of unvested equity awards, and Table VII (see page 72 of this proxy statement), which reports the value of equity awards payable upon resignation. Through our shareholder engagement program, shareholders indicated they would like more information about our Government Office provisions. This additional information is provided on page 72 of this proxy statement under the heading Government Office provisions.
The Board of Directors recommends a
vote AGAINST this proposal.

PROPOSAL 9 – REPORT ON DUE DILIGENCE IN CONFLICT-AFFECTED AND HIGH-RISK AREAS
The Sisters of the Presentation of the Blessed Virgin Mary of Aberdeen, South Dakota has advised us that they intend to introduce the following resolution:
RESOLVED: Shareholders request the Board of Directors commission an independent third-party report, at reasonable cost and omitting proprietary information, on JPMorgan Chase’s (JPMC) due diligence process to determine if and how its lending, underwriting, or other services in conflict-affected and high-risk areas (CAHRA) expose it to human rights and other material risks.
Shareholders seek a report that, at board and management discretion:
Discusses how JPMC assesses, mitigates, and reports human rights and material risks in CAHRA; and
Evaluates whether additional policies, practices, and governance measures are needed to mitigate risks.
WHEREAS: The World Bank estimates that by 2030 nearly two-thirds of the world’s poor will live in settings characterized by fragility, conflict, and violence,1 and thus may have heightened vulnerability to widespread human rights abuses and violations of national or international law. Given the
se endemic risks, the United Nations Guiding Principles on Business and Human Rights and the Equator Principles call on companies to conduct heightened human rights due diligence2 and analyze potential violations of international humanitarian law during human rights assessments.3
CAHRA also include a higher prevalence of material risks.
The International Finance Corporation reports that companies in conflict-affected settings “face business risks that are much greater than those in other emerging markets,” including destruction of physical capital, deaths and injuries, weak state control, and supply-chain disruptions.4 A recent survey of executives indicated 97 percent of respondents altered investment plans and over one-third relocated operations, due to geopolitical volatility.5
Multilateral organizations, states, and accounting bodies are passing legislation on mandatory due diligence6 and sustainable investment reporting in the European Union,7 and calling for companies to report on human rights and conflict as material risks.8 In a 2022 report, “conflict risk” was the second leading environmental, social, and governance criterion among institutional investors representing over $6 trillion assets under management.9
As the world’s largest bank by market capitalization, JPMC has operations and relationships in numerous CAHRA where it has counterparties, partners, or clients that are implicated in corruption, armed conflict, violations of international humanitarian and human rights law, and environmental
degradation. Examples include JPMC providing lending and underwriting services for state agencies and affiliated companies in China,10 Guinea,11 Kazakhstan,12 Mozambique,13 Myanmar,14 Russia,15 Saudi Arabia,16 and Venezuela17 – JPMC’s Human Rights Policy18 and Environmental and Social Policy Framework19 notwithstanding.
JPMC trails peers that adopted measures to mitigate these risks, including ABN AMRO Bank N.V.,20 Citi Group,21 and ANZ.22


1    https://www.worldbank.org/en/topic/fragilityconflictviolence/overview
2    https://www.undp.org/publications/heightened-human-rights-due-diligence-business-conflict-affected-contexts-guide
3    https://equator-principles.com/app/uploads/Human_Rights_Assessment_Sept2020.pdf
4    https://www.ifc.org/content/dam/ifc/doc/mgrt/201902-ifc-fcs-study.pdf
5    https://assets.ey.com/content/dam/ey-sites/ey-com/en_us/topics/ceo/ey-ceo-outlook-pulse-survey-january-2023-global-report.pdf
6    https://commission.europa.eu/business-economy-euro/doing-business-eu/corporate-sustainability-due-diligence_en
7    https://finance.ec.europa.eu/sustainable-finance/disclosures/sustainability-related-disclosure-financial-services-sector_en
8    http://www.entegreraporlamatr.org/tr//mailing/25122020/images/Reporting-on-enterprise-value_climate-prototype_Dec20.pdf
9    https://trends2022highlights.com/
10    https://www.bankingonclimatechaos.org/
11    https://www.banktrack.org/project/lefa_gold_mine
12    https://www.business-humanrights.org/en/from-us/extractives-in-eastern-europe-central-asia/investor-summary/
13    https://www.banktrack.org/project/mozambique_lng
14    https://www.banktrack.org/download/investing_in_the_military_cartel_19_international_banks_invest_over_us65_billion_in_companies_linked_to_myanmar_regime_and_atrocities/ 210726_final_investing_in_the_military_cartel_updated_report.pdf
15    https://putin100.org/index.html#ranking
16    https://bankingonclimatechaos.org/
17    https://www.icij.org/investigations/fincen-files/global-banks-defy-u-s-crackdowns-by-serving-oligarchs-criminals-and-terrorists/
18    https://www.jpmorganchase.com/about/our-business/human-rights
19    https://www.banktrack.org/download/environmental_and_social_policy_framework_10/211012_environmentalandsocialpolicyframeworkdatedoct82021.pdf
20    https://assets.ctfassets.net/1u811bvgvthc/DJ2luR6Luk4gy0vpHqXZp/bbae98ca816b61efe381cd8150b9d740/ABN_AMRO_-_Human_Rights_Report_2022.pdf
21    https://www.citigroup.com/rcs/citigpa/storage/public/Global-ESG-Report-2022.pdf
22    https://www.nortonrosefulbright.com/en/knowledge/publications/cac8443e/anz-sets-a-global-precedent-with-adoption-of-human-rights-grievance-mechanism

90 JPMORGAN CHASE & CO.   2016
1002024 PROXY STATEMENT


Table of Contents
SHAREHOLDER PROPOSALS

Proposal 7
Appoint a stockholder value committee — address whether divestiture of non-core banking business segments would enhance shareholder value
Bartlett Naylor, 215 Pennsylvania Avenue, S.E., Washington, D.C. 20003,BOARD RESPONSE TO PROPOSAL 9
The Board of Directors recommends that shareholders vote AGAINST this proposal for the holderfollowing reasons:
JPMorgan Chase supports fundamental principles of human rights across all our lines of business and in each region of the world where we have a presence.
JPMorgan Chase considers a range of internationally recognized principles to inform the Firm’s approach in managing these risks, as indicated in our ESG Report.
Part of the Firm’s risk management process includes assessing our clients’ approach to environmental and social (“E&S”) matters, including those related to human rights, where appropriate. We have firmwide policies and standards, including an escalation and due diligence process conducted by E&S subject matter experts when a new or existing client’s transaction is considered to have material risks related to human rights.
The proposal makes broad, unsubstantiated allegations that the Firm has operations and relationships that are implicated in violations of international humanitarian and human rights law, and cites a number of subjective, inaccurate and biased determinations by sources that are not necessarily aligned with shareholders’ long-term financial interests.
The Firm has adopted and implemented appropriate policies and practices that address the concerns raised by the proponent. The proponent has not evidenced the need for or potential benefit of the requested report.
JPMorgan Chase supports fundamental principles of shareshuman rights across all our lines of business and in each region of the world where we have a presence. We recognize that human rights and social risk issues are a significant global challenge. Some companies and projects within our common stockportfolio may be linked to areas where there are ongoing or potential conflicts arising from geo- and socio-political instability. As these conflicts have the potential to increase risk, the decision to support companies and projects in these areas needs to be considered holistically, including the benefit to communities of continued financial services and support.
JPMorgan Chase considers a range of internationally recognized principles to inform the Firm’s approach in managing these risks, as indicated in our ESG Report.
A part of the Firm’s risk management process includes assessing our clients’ approach to environmental and social (“E&S”) matters, including those related to human rights, where appropriate. We have firmwide policies and standards for the consistent identification, escalation and management of transactions and activities that present increased E&S risk, which include an escalation and due diligence process conducted by E&S subject matter experts when a client’s transaction is considered to have material impacts.
When material risk and impacts related to human rights are identified or due diligence indicates unresolved questions
about the existence of such practices, the Firm may engage directly with clients or prospective clients to better understand their commitments, capacities and track records. Engagements may focus on the material issues around environmental and social risk and impacts, including those regarding the client's operations, or otherwise affected by the client’s activities. If significant issues are not resolved, transactions may be escalated, when warranted, to a committee of the senior leaders of the Firm.
The proposal makes broad, unsubstantiated allegations that the Firm has operations and relationships that are implicated in violations of international humanitarian and human rights law and cites a number of subjective determinations by sources that are not necessarily aligned with shareholders’ long-term financial interests. Further, the proponent claims – without providing any detail – that the Firm’s approach to human rights lags behind three other banks. We disagree and believe that our approach to human rights risk management is appropriate and industry-aligned.
The Firm conducts its business based on facts as we strive to meet our responsibility to clients and shareholders. Where there are allegations of human rights violations associated with a market value in excessclient or prospective client’s transaction, our policies require that a review is undertaken and robust diligence conducted to determine the accuracy of $2,000,the allegations. When concerns are identified, steps are taken to determine factual details, materiality, mitigants and disposition.
The proponent is requesting a report prepared by an independent third-party, but has not explained how a third-party would prepare such a report or how such a report would benefit shareholders. The Board believes that the Firm has already adopted and implemented appropriate policies and practices that meaningfully address the concerns raised by the proponent. Given the expense and administrative resources that would be required to produce the report – and the lack of benefit to shareholders – we recommend against the proposal.
icon_cross.jpg
The Board of Directors recommends a vote AGAINST this proposal.
PROPOSAL 10 – SHAREHOLDER OPPORTUNITY TO VOTE ON EXCESSIVE GOLDEN PARACHUTES
John Chevedden has advised us that he intends to introduce the following resolution:
Resolved,special_shareholder.jpg
Shareholders request that stockholdersthe Board adopt a policy to seek shareholder approval of JPMorgan Chase & Co. urge that:senior managers' new or renewed pay package that provides for golden parachute payments with an estimated value exceeding 2.99 times the sum of the executive's base salary plus target short-term bonus. This proposal only applies to Named Executive Officers.

2024 PROXY STATEMENT101JPMORGAN CHASE & CO.
1.The Board of Directors should appoint a committee (the ‘Stockholder Value Committee’) composed exclusively of independent directors to address whether the divestiture of all non-core banking business segments would enhance shareholder value.

Table of Contents
SHAREHOLDER PROPOSALS
2.The Stockholder Value Committee should publicly report on its analysis to stockholders no later than 300 days after the 2016 Annual Meeting of Stockholders, although confidential information may be withheld.
3.In carrying out its evaluation, the Stockholder Value Committee should avail itself at reasonable cost of such independent legal, investment banking and other third party advisers as the Stockholder Value Committee determines is necessary or appropriate in its sole discretion.
For purposes
Golden parachute payments include cash, equity or other compensation that is paid out or vests due to a senior executive's termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination.
"Estimated total value" includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination.
The Board shall retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon.
Generous performance-based pay can sometimes be justified but shareholder ratification of golden parachutes better aligns management pay with shareholder interests.
This proposal is relevant even if there are current golden parachute limits. A limit on golden parachutes is like a speed limit. A speed limit by itself does not guarantee that the speed limit will never be exceeded. Like this proposal the rules associated with a speed limit provide consequences if the limit is exceeded. With this proposal the consequences are a non-binding shareholder vote is required for unreasonably high golden parachutes.
This proposal places no limit on long-term equity pay or any other type pay. This proposal thus has no impact on the ability to attract executive talent or discourage the use of long-term equity pay because it places no limit on golden parachutes. It simply requires that extra large golden parachutes be subject to a non-binding shareholder vote at a shareholder meeting already scheduled for other matters.
This proposal is relevant because the annual say on executive pay vote does not have a separate section for approving or rejecting golden parachutes.
The topic of this proposal “non-core banking operations” mean operations that are conducted by affiliates other than the affiliate the corporation identifies as JPMorgan Chase Bank, N.A. which holds the FDIC Certificate No 628.received and between 51% and 65% support at:
SUPPORTING STATEMENTFedEx
The financial crisis that began in 2008 revealed that some banks were “too bigSpirit AeroSystems
Alaska Air
Fiserv
Please vote yes:
Shareholder Opportunity to fail.”  This is the moral hazard that invites managers to take extraordinary risks with an understanding that taxpayers will rescue the firm, as failure would cause widespread financial chaos. That 2008 rescue may have served JP Morgan’s creditors, but shareholders suffered. JP Morgan stock fell from $49.63Vote on Oct 1, 2008, to $15.93, on March 6, 2009. Excessive Golden Parachutes - Proposal 10
Risk-taking at major banks can be especially lethal following the elimination of certain activity restrictions (known in the vernacular as “Glass-Steagall”) on how a bank can deploy FDIC-insured deposits. Congress began to address some of these problems with the 2010 Dodd-Frank Act. But an analysis by Goldman Sachs argues that implementation of this law means JP Morgan would be worth more in parts.BOARD RESPONSE TO PROPOSAL 10
The crisis and subsequent events have also demonstrated that JP Morgan may be “too big to manage.” Mismanagement of deposits by a half-dozen London-based traders (known as the “London Whale”) sent JP Morgan stock down 24 percent. Further, shareholders have paid more than $30 billion in fines because bank managers failed to prevent misconduct in a variety of operations.
We therefore recommend that the board act to explore options to split the firm into two or more companies, with one performing basic business and consumer lending with FDIC-guaranteed deposit liabilities, and the other businesses focused on investment banking such as underwriting, trading and market-making.  Divestiture would also give investors more choice and control about investment risks.
We recognize management opposes a break up on the grounds of value generated by scale and synergy. Ideally, such arguments will withstand the scrutiny of an independent study.
BOARD RESPONSE TO PROPOSAL 7
The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:
The proposal is asking the Board to create a specific organizational structure - a ‘Shareholder Value Committee’ - charged with the single purpose of analyzing one specific strategy, namely, the divestiture of all “operations that are conducted by affiliates other than … JPMorgan Chase Bank, N.A….
The Firm does not provide golden parachute agreements, including any accelerated cash/equity payments or special benefits upon a change in control. There are no employment agreements, and Named Executive Officers (“NEOs”) are not entitled to special severance benefits; all employees participate at the same level of severance that is capped at 52 weeks of salary or $400,000 for U.S. based employees.
The key terms of the proposal are not compatible with our Firm's compensation program for our NEOs, which is designed to effectively align executive interests with shareholder value. Implementing the proposal would introduce challenges in interpretation and execution, potentially undermining the well-established balance we have achieved in our executive compensation structure. Specifically, the proposal would require shareholder approval of severance packages “that exceed 2.99 times the sum of the executive’s base salary plus target short-term bonus, which is not appropriate based on the structure of our compensation program. We do not have a separate short-term bonus program, nor do we set target pay levels for our NEOs.
There are further ambiguities and inconsistencies in the proposal on the definition and treatment of equity awards; the inclusion of equity awards does not align with general market practices, particularly as it relates to the much broader definition of golden parachute as described in the proposal.
The Firm’s compensation philosophy promotes a fair and well-governed, long-term approach to compensation, including pay-for-performance practices that effectively align the interests of executives and shareholders. Compensation for NEOs is subject to strong Board oversight.
The Firm conducts an extensive shareholder outreach and engagement program to directly solicit and discuss feedback with our shareholders; during which, our shareholders have not raised specific feedback or concerns relating to the Firm’s severance policies or practices.


JPMORGAN CHASE & CO.   2016
1022024 PROXY STATEMENT   91


SHAREHOLDER PROPOSALS
Our Board is focused on enhancing long-term shareholder value and provides active oversight of management’s strategy.
Reviews of the Firm’s strategy are done on a continuing basis and evaluate a range of assumptions including synergies between businesses, the value proposition to clients, and the benefits of scale. The Firm’s consideration of strategy is also informed by extensive and ongoing investor outreach, as described under the heading “Shareholder engagement” on page 27 of this proxy statement. In 2015, these outreach efforts included:
Hosting more than 90 shareholder calls and meetings on strategy, governance and compensation topics with shareholders representing over 40% of our outstanding common stock
Participating in more than 50 investor meetings and presenting at 13 investor conferences 
Conducting 10 investor trips throughout the U.S., as well as international trips to Asia and Europe
The Board and management do not favor size for its own sake or support or oppose any strategy on ideological grounds, but instead analyze strategy from the perspective of serving the Firm’s clients, customers and communities and how we believe any particular strategic initiative will affect long-term shareholder value.
The Board reviewed with management its analysis reported to shareholders at our 2015 Investor Day on February 24, 2015, of a potential separation scenario and concurred in the conclusion that continuing our strategy and delivering on our commitments is the highest-certainty path to enhancing long-term shareholder value.
The Firm continues to successfully adapt its strategy and financial architecture in the constantly evolving banking landscape, including consistently meeting regulatory capital and liquidity requirements, while serving its clients and customers, investing in its businesses, and delivering strong returns to its shareholders.
In 2015, the Firm met or exceeded targets related to balance sheet optimization and managing its capital, its GSIB surcharge and expenses. The Firm:
Reduced total assets by approximately $200 billion
Increased its capital by 140 basis points, ending the year with an 11.6% Basel III Advanced Fully Phased-In Advanced CET1 ratio
Reduced its estimate of the GSIB capital surcharge by 100 basis points to 3.5%
Substantially completed its business simplification agenda, exiting businesses, products or clients that were not fundamental to our business, not at scale or not returning the appropriate level of return in order to focus on core activities for its core clients and reduce risk to the Firm
The Firm also continues to make progress on simplifying its legal entity structure, streamlining its Global Technology function, rationalizing its use of vendors, and optimizing its real estate location strategy. Furthermore, the Firm has strengthened its control environment through enhancements to its infrastructure, technology, operating standards and governance.
Our mix of products and services and our global structure are driven by the clients, customers and communities we serve.
Clients and customers choose JPMorgan Chase because of the breadth and quality of the services we provide. It is what they want and what they need. We have demonstrated our ability to adapt our model, including the services we offer, to meet their needs, and our clients benefit from this client-driven focus. We believe this is evidenced by our market share gains and in our leadership positions. Across our businesses, we seek to align appropriate product and service capabilities to different stages in the consumer and corporate life cycles. Our diversification and scale are the key to this and enables us to serve our customers and clients, which include nearly 50% of U.S. households and approximately 80% of Fortune 500 companies.



92    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT



Our operating model benefits from diversification and scale.
Our businesses generate significant benefits from each other, which we estimated at approximately $18 billion of pretax synergies in our 2015 Investor Day. Separating our businesses would not only result in the loss of some of these synergies but would also incur significant costs resulting from the need to duplicate corporate functions, replicate critical infrastructure, and the likelihood that each separated entity would need to make significant investments to build and grow over time. Each of our businesses benefits from our $9 billion annual technology spend, including the more than $600 million we expect to spend this year on cybersecurity.
The proposal mischaracterizes the research report published by Goldman Sachs in January 2015. That report did not conclude the Firm should divest significant businesses. While the illustrative analysis highlighted potential value in a separation, the report acknowledged the analysis was based on a wide range of outcomes and sensitive assumptions, and that a separation would carry considerable execution risk.1
Our business model has also delivered stable results over time, with low total revenue volatility, including low volatility in fee income, reflecting the benefits of our diversified operating model. These results include our Markets business, which is typically perceived as being more volatile.
The Firm continues to deliver strong long-term financial performance and sustained shareholder value, as discussed on pages 39-44 of this proxy statement. In 2015, we generated record net income of $24.4 billion, record earnings per share of $6.00, and 13% ROTCE on $9 billion higher average equity capital, with each of our leading client franchises exhibiting strong performance and together delivering significant value.
In addition to our shareholder engagement program, shareholders have a detailed view into our severance policies and have a number of mechanisms to express their views on the Firm’s executive compensation program, including an annual Advisory Vote on Executive Compensation (“Say on Pay”). Furthermore, the Firm’s Long-Term Incentive Plan (“LTIP”) is approved by shareholders and governs the specified provisions in the equity award agreements on the treatment of unvested equity awards under certain termination events.
We have a resilient business model built on a fortress balance sheet.
CapitalAs described in the Compensation Discussion and liquidity levelsAnalysis (“CD&A”) in this proxy statement, the Firm does not provide golden parachute agreements, including any accelerated cash/equity payments or special benefits upon a change in control. There are higher todayno employment agreements, and NEOs are not entitled to special severance benefits; all employees participate at the same level of severance. All employees, including NEOs, are eligible for the Firm than they have ever beensame severance benefits, based on years of service, capped at 52 weeks with a maximum credited salary (i.e., capped at $400,000 for U.S. NEOs, or £275,000 in the case of Ms. Lake). Moreover, NEOs are not entitled to any special benefits upon termination.
NEOs’ potential termination payments, whether for death, retirement, or involuntary termination without cause, are disclosed annually in the proxy statement (see "VII. 2023 Potential Payments Upon Termination or Change in Control" on page 69), and are supported by stringent internal and regulatory stress testing and Recovery & Resolution planning. During our 2016 Investor Day, we showed the extent to which the Firm is resilientrequired to capital lossdisclose the material terms of any such agreement and liquidity stress post crisis, including $350 billionactual termination payments to NEOs. Additionally, the Firm is required to disclose the adoption, amendment, or termination of total loss absorbing resourcesany material compensation contracts or arrangements with an NEO. All such disclosures are to withstandbe made through a severe stress environment. To put that in context,Form 8-K filing or as an exhibit to the Firm’s 2015 nine quarter CCAR losses in a severely adverse stress scenario were $55 billion, on a pretax basis.quarterly or annual report.
We believe that forming a Board committee to review the divestitures specified in this proposal would not enhance shareholder value.
The proposal would require the Board to “retain the option to seek shareholder approval at an annual meeting after material terms are agreed upon.” We believe this after-the-fact requirement is not as effective as our current practices.
The Firm reviewsshareholder proposal should also be rejected due to its business strategy on an on-going basis. We have reported oninherent ambiguity, which leaves room for misinterpretation and hinders our business modelability to effectively implement and measure its intended outcomes. This proposal may be limited, as entitled, to “golden parachute” payments that are traditionally awarded in our 2014, 2015 and 2016 Investor Days, and we have an ongoing dialogue with shareholders. In particular, the Firm addressed potential separation scenarios extensively at the 2015 Investor Day, and concluded that splitting off one or more businesses would likely negatively impact long-term shareholder value. The Board has shown it is willing to exit businesses, products or clients not fundamental to our business or not generating the appropriate level of return. The Board will continue its active oversight of strategy and therefore believes the formationuncommon event of a special committee as proposed is unnecessary.
The Board of Directors recommends a
vote AGAINST this proposal.







_________
1
The report noted: “While a breakup thus looks accretive, we would weigh this against the execution risk associated with a breakup of this magnitude, likely reductions in JPM’s estimated net income synergies of $6-7bn and the consideration that each standalone business would likely still be subject to CCAR (although perhaps not asset management), which remains the binding capital constraint for most banks. And despite its higher G-SIB requirement, JPM’s current ROTCE potential remains higher than that of most peers, which face similarly high capital requirements as JPM after factoring in CCAR.”

JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    93



Proposal 8
Clawback amendment — defer compensation for 10 yearscontrol – or interpreted to help satisfymean that it should apply to payments awarded under any monetary penalty associated with violation of law
John Chevedden, as agent for Kenneth Steiner, 14 Stoner Avenue, 2M, Great Neck, NY 11021, the holder of shares of our common stock with a market value in excess of $2,000, has advised us that he intends to introduce the following resolution:
RESOLVED, shareholders urge our Board of Directors to amend the General Clawback policy to provide that a substantial portion of annual total compensation of Executive Officers, identified by the board, shall be deferred and be forfeited in part or in whole, at the discretion of Board, to help satisfy any monetary penalty associated with any violation of law regardless of any determined responsibility by any individual officer; and that this annual deferred compensation be paid to the officers no sooner than 10 years after the absence of any monetary penalty; and that any forfeiture and relevant circumstances be reported to shareholders. These amendments should operate prospectively and be implemented in a way that does not violate any contract, compensation plan, law or regulation.
President William Dudley of the New York Federal Reserve outlined the utility of what he called a performance bond. “In the case of a large fine, the senior management ... would forfeit their performance bond .... Each individual’s ability to realize their deferred debt compensation would depend not only on their own behavior, but also on the behavior of their colleagues. This would create a strong incentive for individuals to monitor the actions of their colleagues, and to call attention to any issues .... Importantly, individuals would not be able to “opt out” of the firm as a way of escaping the problem. If a person knew that something is amiss and decided to leave the firm, their deferred debt compensation would still be at risk.”
The statute of limitations under the FIRREA is 10 years, meaning that annual deferral period should be 10 years.
Please vote to protect shareholder value:
Clawback Amendment — Proposal 8
BOARD RESPONSE TO PROPOSAL 8
The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:
JPMorgan Chase’s clawback provisions are broader and more flexible than the proposed amendment, are long-standing and they work.
We maintain comprehensive recovery provisions that serve to hold executives accountable, when appropriate, for significant actions or items that negatively affect business performance in current or future years. The proposed policy would, by contrast, impose a monetary penalty, regardless of the responsibility of the individual officer.
To hold individuals responsible for taking risks inconsistent with the Firm’s risk appetite and to discourage future imprudent behavior, policies and procedures that enable us to take prompt and proportionate actions with respect to accountable individuals include:
1.Reduction of annual incentive compensation (in full or in part);
2.Cancellation of unvested awards (in full or in part);
3.Recovery of previously paid compensation (cash and/or equity); and
4.Taking appropriate employment actions (e.g., termination of employment, demotion, negative rating).
The precise actions we take with respect to accountable individuals are based on the nature of their involvement, the magnitude of the event and the impact on the Firm.
In addition, clawback/recoupment provisions on both cash incentives and equity awards enable us to reduce or cancel unvested awards and recover previously paid compensation in certain situations. Clawbacks can be triggered by restatements, misconduct, performance-related and/or risk-related concerns, and may cover both vested and unvested awards.



94    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT




We have a history of invoking these clawback provisions to recover compensation and, where warranted, have publicly disclosed the details of such actions. In 2015, our Board went further in this regard and adopted a policy requiring public disclosuretermination trigger, including in the event of retirement, employment termination or resignation. In either case, the Firm recoups any incentive compensation from membersproposal is impractical and not founded on the Firm’s practices. For example, whenever there was an NEO departure, the proposal would seemingly require shareholder approval of severance packages “that exceed 2.99 times the sum of the Operating Committee orexecutive’s base salary plus target short-term bonus.” The proponent does not define the reference to a short-term bonus, and thus, it is uncertain what would actually be factored into the proposed 2.99 calculation given that the Firm’s Controller. compensation program does
The proposed amendment, on the other hand, would impose clawbacks solely for a monetary penalty associated with a violation of law and does not contemplate recovery of compensation once it has been paid. Our clawback provisions and newly adopted clawback disclosure policy are described in detail beginning on page 62 of this proxy statement.
Strong ownership and retention requirements further strengthen the connection between executives and shareholders.
The majority of NEOnot include separate short-term bonuses or targets for short-term bonuses, variable compensation is inor total compensation. These newly conceived bonuses would supplant the formpay decisions and processes of JPMorgan Chase equity, and is subject to mandatory deferral until vesting. Under the PSU program introduced this year, PSU awards will vest after three years but will be subject to an additional two year holding period. In addition, members of the Operating Committee, including our NEOs, are subject to specific share ownership requirements that are designed to further enhance the alignment of their interests with those of our shareholders. A detailed description of our ownership guidelines and retention requirements is on page 60 of this proxy statement.
Risk and control issues (including settlement payments and fines) are integrated into our compensation framework.
To encourage a culture of risk awareness and personal accountability, we approach our incentive compensation arrangements through an integrated risk, finance, compensation and performance management framework applied at the Firm, regional, and line of business/corporate levels. The Firm conducts quarterly control forums to discuss material risk and control issues (including settlement payments and fines) that may result in a compensation pool or individual compensation impact. Significant governmental and regulatory actions ordinarily have a negative impact on relevant incentive compensation
pools insofar as the determination of such pools, while not formulaic, involves consideration of risk and control issues (including settlement payments and fines), in addition to other performance considerations such as financial performance. A detailed description of our risk review process is provided under the heading “How do we address risk & control?” on page 61 of this proxy statement.
The proposed amendment is overly prescriptive and would put JPMorgan Chase at a significant competitive disadvantage in attracting and retaining talent.
The proposed policy would impose a monetary penalty, regardless of the responsibility of the individual officer. The policy would impose a 10-year deferral period that would hold officers at risk of excessively punitive action and is not consistent with peer practices. We believe the proposed policy would put the Firm at a competitive disadvantage in recruiting executive talent.
The Board of Directors recommends a
vote AGAINST this proposal.


JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    95



Proposal 9
Executive compensation philosophy — adopt a balanced executive compensation philosophy with social factors to improve the Firm’s ethical conduct and public reputation
Jing Zhao, 262 Altadena Circle, Bay Point, CA 94565, the holder of 40 shares of our common stock, has advised us that he intends to introduce the following resolution:
Resolved: shareholders recommend that JPMorgan Chase & Co. (the Firm) adopt an executive compensation philosophy with consideration of relevant social factors to improve the Firm’s ethical conduct and public reputation.
Supporting Statement
According to 2015 Proxy Statement, the Compensation & Management Development Committee (CMDC) “assists(“CMDC”) which first determines Operating Committee (“OC”) members’ total compensation levels and then establishes the appropriate variable pay mix between an annual cash award and long-term equity, including PSUs and RSUs.
There are further ambiguities and inconsistencies in the proposal on the definition and treatment of equity awards under different termination scenarios. The inclusion of equity awards does not align with general market practices, particularly as it relates to the much broader definition of golden parachute as described in the proposal. The suggestion that this proposal has passed at other companies is misleading given that the four companies referenced by the proponent all have employment agreements in place that provide for additional severance benefits of the type that do not exist at JPMorgan Chase.
The Firm’s compensation philosophy promotes a fair and well-governed, long-term approach to compensation, including pay-for-performance practices that are designed to attract and retain top talent from all backgrounds, to be responsive to and aligned with shareholders, and to encourage a culture that supports our Purpose, Values, Business Principles and strategic framework. Our pay-for-performance compensation program is designed to align the long-term interests of our employees with those of our shareholders by emphasizing sustained value and reinforcing personal accountability. NEOs’ personal accountability is reinforced through sound pay practices, including: pay that is based on performance linked to shareholder value; a majority of variable pay in deferred equity; strong clawback provisions; risk, controls and conduct considerations; and strong shareholding requirements.
Further, NEO compensation is subject to strong Board oversight. The CMDC assists the Board in its oversight of the Firm’s compensation principles and practices, compensation and qualified benefit programs, and reviewsOC performance assessments and approvescompensation, among other responsibilities, and the CMDC holds an annual joint session with the Risk Committee to review Firmwide HR and compensation practices.
The Firm conducts an extensive shareholder outreach and engagement program; during which, our shareholders have not raised specific feedback or concerns relating to the Firm’s overall compensation philosophy and practices” (p.27). “The CMDC reviews and approvesseverance policies or practices. Shareholders can also voice their support or concerns on the Firm’s executive compensation philosophy, which guides howprogram through the annual Say on Pay vote. Our Board values the feedback it gets from shareholders through the vote and through engagement, and has a demonstrable history of being responsive. For example, as described in our 2023 Proxy Statement, the Board made several enhancements to our executive compensation program and disclosures in response to our 2022 Say on Pay vote and shareholder feedback from 172 shareholder meetings with 118 shareholders representing 49% of the

2024 PROXY STATEMENT103JPMORGAN CHASE & CO.

Table of Contents
SHAREHOLDER PROPOSALS
Firm’s outstanding common stock. Subsequently, we received strong support for the 2023 Say on Pay proposal, with 89% supporting, and shareholders expressed their continued deep support for the management team and the Firm’s strategy, long-term performance, and pay-for-performance compensation plansprogram and programspractices.
In addition, the Firm’s LTIP is approved by shareholders and governs the specified provisions in the equity award agreements on the treatment of unvested equity awards under certain termination events. The LTIP was last approved by 96% of our shareholders at our 2021 Annual Meeting. Generally, unvested equity awards are designed”. “The CMDC usesforfeited when an employee leaves the Firm. Under limited termination scenarios such as death, retirement and involuntary termination without cause, unvested equity awards continue to vest in accordance with their terms. In very limited scenarios where an employee is going to work in a disciplined pay-for-performance frameworkgovernment office capacity and the role requires them to make executivedivest JPM stock because of potential conflicts of interest, the Firm would consider potential accelerated vesting.
We believe the Firm’s current compensation decisions ..., while considering other relevant factors,practices effectively align the long-term interests of executives and shareholders. Our shareholders have detailed information about NEO compensation and potential and actual termination payments, including market practices” (p.38). Suchthe fact that there are no golden parachute agreements, including any accelerated cash/equity payments or special benefits upon a philosophy without considerationchange in control and severance provisions specifically for NEOs. Shareholders have multiple opportunities to provide feedback concerning compensation practices, and the Board has demonstrated meaningful responses to feedback. We believe the proposed policy is unnecessary and would provide no meaningful additional benefits to shareholders.
icon_cross.jpg
The Board of Directors recommends a vote AGAINST this proposal.
PROPOSAL 11 – REPORT ON RESPECTING WORKFORCE CIVIL LIBERTIES
Bowyer Research Inc. on behalf of social factors guidedThe Bahnsen Family Trust Dated July 14th 2003, has advised us that it intends to introduce the CMDC to award our CEO total compensation $27,701,709 in 2014, 135% increase from 2013 (p.58).following resolution:
Meanwhile, according to Wall Street Journal: “Two fifthsSUPPORTING STATEMENT: JPMorgan Chase is one of the population of developed countries have gained little over recent decades” (OECD Says Rise in Inequality Is Hurting Growth, May 22-24, 2015). According to Thomas Piketty’s study Capital in the Twenty-First Century (The Belknap Press of Harvard University Press, 2014), “there is absolutely no doubt that the increase of inequalitylargest companies in the United States contributedand employs over 240,000 people. As a major employer, Chase should respect the free speech and religious freedom of its employees. Chase is legally required to comply with many laws prohibiting discrimination against employees on a variety of factors, including religion and sometimes political affiliation.
Respecting diverse views also allows Chase to attract the most qualified talent, promote a healthy and innovative business culture, serve its diverse customer base, and contribute to a healthy economic market and marketplace of ideas.
Despite this, the 2023 Viewpoint Diversity Index,1 in which Chase scored a mere 9%, notes that the Company does not provide its employees with protection against viewpoint discrimination. While the Company expressly condemns and prohibits discrimination based on a variety of characteristics, including race, religious beliefs, gender, and others, it maintains no such protection against employees of diverse political beliefs.
Many companies also alienate their own employees by taking divisive stances on political issues. For example, many companies have adopted radical stances and policies on abortion, Chase included. The Company funds abortion provider Planned Parenthood and has pledged coverage for “medically necessary transition-related care” for its employees and their children. The 2023 Index also found that 78% of scored companies discriminate against religious nonprofits in their charitable giving and 63% give money to legislation that undermines fundamental First Amendment freedoms. According to the nation’s financial instability.” (p.297) “The increase was largelyFreedom at Work survey, 60% of employees were concerned that their company would punish them for expressing their religious or political views at work,
and 54% said they feared the result of an unprecedented increase in wage inequality and in particular the emergence of extremely high remunerations at the summit of the wage hierarchy, particularly among top managers of large firms.”(p.298) “The financial professions are about
twice as commonsame for sharing these views even on their private social media accounts.2 These concerns become relevant in the very high income groups ascase of Chase. As per the 1792 Exchange’s 2023 report,3 Chase has been accused of terminating the accounts of politically4 conservative5 customers6 without disclosing the rationale for such debanking.
Companies may also face additional legal liability for DE&I programs that make distinctions based on race or that discriminate based on religious practices, per the recent Supreme Court decisions in Students for Fair Admission v. Harvard and Groff v DeJoy. In light of these risks, the economy overall.” (p.303) “Because it is objectively difficultCompany must take immediate steps to measure individual contributionsassess potential shortcomings and act to a firm’s output, top managers found it relatively easy to persuade boards and stockholders that they were worth the money, especially since the members of compensation committees were often chosen in a rather incestuous manner.” (p.510)remedy these concerns.
Many Americans agree with Senator Bernie Sanders: “The six largest financial institutions in this country today hold assets equal to about 60% of the nation’s gross domestic product. These six banks issue more than two-thirds of all credit cards and over 35 percent of all mortgages. They control 95 percent of all derivatives and hold more than 40 percent of all bank deposits in the United States.” “These institutions have acquired too much economic and political power, endangering our economy and our political process.” “Our banking system must be part of the productive, job-creating productive economy.”
(https://berniesanders.com/issues/reforming-wall-street/)
For the purpose of this proposal,RESOLVED: Shareholders request the Board of Directors conduct an evaluation and issue a civil rights and non-discrimination report within the next year, at reasonable cost and excluding proprietary information and disclosure of anything that would constitute an admission of pending litigation, evaluating how Chase’s policies and practices impact employees and prospective employees based on their religion (including religious views) or political views, and the CMDC has the flexibilityrisks those impacts present to select relevant social factors, such as economic condition, unemployment and average income.Chase’s business.
1    https://www.viewpointdiversityscore.org/company/jpmorgan-chase
2    https://www.viewpointdiversityscore.org/polling
3    https://1792exchange.com/pdf/?c_id=462
4    https://www.foxbusiness.com/politics/chase-bank-allegedly-shutters-bank-account-religious-freedom-nonprofit-demands-donor-list
5    https://flvoicenews.com/retail-health-company-has-chase-accounts-suddenly-terminated-owner-critical-of-covid-vaccines-fda/
6    https://missouriindependent.com/2021/11/17/donald-trump-jr-event-canceled-after-chase-bank-ends-deal-with-missouri-conservative-group/
JPMORGAN CHASE & CO.1042024 PROXY STATEMENT

Table of Contents
BOARD RESPONSE TO PROPOSAL 9SHAREHOLDER PROPOSALS
BOARD RESPONSE TO PROPOSAL 11
The Board of Directors recommends that shareholders vote AGAINST this proposal for the following reasons:
We believe that having an inclusive workforce, a supportive and inclusive work environment where individuals from all backgrounds and geographies feel valued and respected, and creating more equitable access to opportunities in our business pursuits, makes our company stronger, our business more profitable and our institution a better global corporate citizen.
The Firm has in place a Code of Conduct, Business Principles and anti-discrimination policies that are intended to promote equal opportunity and prevent discrimination and harassment by or against employees.
The Firm maintains internal processes to create a culture that empowers employees to raise concerns and utilizes various surveys to assess employee sentiment.
There is no evidence of discrimination based on religion or political views. Producing the requested report would divert resources from the meaningful work the Firm is already doing to create a more diverse and inclusive business and would provide no additional information to shareholders.
The Firm’s compensation philosophy supports sustained shareholder value and drives fairness and consistency across the Firm.
At JPMorgan Chase, we believe that having an inclusive workforce, a supportive and inclusive work environment where individuals from all backgrounds and geographies feel valued and respected, and creating more equitable access to opportunities in our business pursuits, makes our company stronger, our business more profitable and our institution a better global corporate citizen. This starts, first and foremost, with taking a broad lens when sourcing talent and building and fostering an inclusive work environment where our employees are respected, trusted and encouraged to bring their most productive selves to work. Across the Firm, we continually work to create and reinforce a culture of respect, equity and inclusion and to leverage the unique perspectives and experiences of our employees to deliver against Firm objectives. In this regard, we are proud of the industry recognition of our culture - including being named one of the Time100 Most Influential Companies of 2023 and being placed in the top five of Fortune’s “World’s Most Admired Companies” list for the second consecutive year.
The Firm’s Code of Conduct (“Code”)7, Business Principles and anti-discrimination policies and practices make it clear that the Firm does not tolerate discrimination. In addition, our Code states that diversity and inclusion are priorities at the Firm. The Code is based upon a recognition that a workforce that includes individuals with diverse backgrounds and perspectives fosters creativity; and that an inclusive work environment that allows all employees, regardless of background, to bring their most productive selves to the workplace
enables the Firm to best address a wide variety of needs and opportunities in the marketplace. It also reinforces the Firm’s respect for the right to engage in personal political activity. Our Business Principles further reflect our culture to strive to build an inclusive work environment that draws on and develops the best talent.
Employees and directors of the Firm are subject to the Code. Everyone is required to annually affirm that they have read, understand, and are in compliance with the Code, and they also receive regular conduct and culture trainings. Employees are also required to promptly report any potential or actual violations of the Code, Firm policy, law or regulation related to our business.
The Firm’s Equal Opportunity, Anti-Discrimination and Anti-Harassment Statement (the "Statement") also describes our commitment to maintaining a safe, productive, diverse, inclusive, professional, collegial and secure work environment in which all individuals are treated with respect and dignity. The Statement clearly states that the Firm will not tolerate discrimination, harassment or inappropriate conduct by or against employees. Given the proposal’s concern with religious and political discrimination, we note that the Statement specifically includes “creed, religion and religious affiliation” among the prohibited bases for discrimination.
In addition, the Firm provides reasonable religious accommodations to enable the expression of employees’ religious beliefs, observances and practices, while balancing their work responsibilities and requirements.
The key tenetsFirm maintains internal processes to create a culture that empowers employees to raise concerns. This provides an opportunity for the Firm to gain insight into concerns about its workplace environment, recognize potential risks, and gauge the effectiveness of policies such as those related to anti-discrimination, anti-harassment, and anti-retaliation.
The proposal misleadingly cites findings of a survey, in which the Firm did not participate. The proposal also raises general accusations that “many companies” alienate their own employees, without specifying their application to the Firm. At JPMorgan Chase, we rely on various surveys to assess employee sentiment, such as employee exit surveys and Employee Opinion Surveys that gather feedback on areas such as employee engagement, operational excellence, and commitment to integrity, fairness, and responsibility. Through these surveys, the Firm receives additional insight into where things are going well and areas presenting opportunities for improvement.
In addition, the Firm is subject to comprehensive supervision of its culture and conduct programs by federal banking supervisory regulators on an ongoing basis. This oversight involves substantive reviews of the Firm’s practices related to manager accountability, performance management, compensation philosophy are:
Tie pay to performanceimpacts, conduct controls, cultural expectations, employee compliance programs, and align with shareholders’ interestsother


7    https://www.jpmorganchase.com/content/dam/jpmc/jpmorgan-chase-and-co/documents/code-of-conduct.pdf


2024 PROXY STATEMENT105
96
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


Encourage a shared success culture
Attract and retain top talent
Integrate risk management and compensation
Provide no special perquisites
Maintain strong governance
Promote transparency with shareholders
The CMDC uses a disciplined pay-for-performance framework to make executive compensation decisions commensurate with Firm, line of business, and individual performance, while considering other relevant factors, including those related to culture and conduct.SHAREHOLDER PROPOSALS
Performance is assessed against four broad performance categories:
Business and financial results
Risk and control outcomes
Client and customer goals
People and leadership objectives
In 2015, the CMDC’s executive compensation decisions considered, among other factors, results in the following areas: significant progress in strengthening controls and further reinforcing our culture; enhancing the customer experience to deliver sustained performance; and investments in our people, including employee and leadership development, succession planning, diversity and accessibility. This review process is described in detail beginning on page 37 of this proxy statement.
Our Firm works to strengthen our communities through our core business activities.
JPMorgan Chase supports consumers, businessesprocesses and communities, and in 2015, raised $2.0 trillionprocedures. Such oversight adds another layer of credit and capital1:
$233 billion of creditaccountability for consumers
$22 billion of credit for U.S. small businesses
$705 billion of credit for corporations
$1.0 trillion of capital raised for clients
$68 billion of credit and capital raised for nonprofit and government entities, including states, municipalities, hospitals and universities
Our Firm has designed unique initiatives to meet the central economic challenges of our communities, from preparing a workforce to thrive in the global economy to expanding private capital investment in conservation.
We believe the Firm has a responsibility to be part of the solution to the most pressing economic, environmental and social challenges. This is both because it is the right thing to do and also because our own long-term success depends on the success of our communities and the people, companies and institutions we serve. Core to our approach is our work with civic and nonprofit leaders who have a deep history in and knowledge of their communities, as well as with groups that have substantive expertise on a range of economic, environmental and social issues.  These partnerships strengthen our relationships with our communities and make our company stronger and better informed. Some of our initiatives include: 
Small Business Forward - a $30 million, five-year grant program to connect small businesses and entrepreneurs with critical resources to help their companies grow, create jobs and strengthen communities
Global Cities Initiative - a joint project of JPMorgan Chase and the Brookings Institution to help metropolitan areas use global trade and engagement to grow their economies and create jobs
New Skills at Work - a $250 million, five-year program to inform and accelerate efforts to train people for the skilled jobs of the 21st century
A $100 million five-year commitment to the city of Detroit to accelerate the city’s efforts to regain its economic strength with a comprehensive strategy focused on revitalizing Detroit’s neighborhoods, investing in the infrastructure that supports economic growth, reducing blight, strengthening the city’s workforce, and growing small businesses 
Financial Solutions Lab - designed to uncover and share research-driven insights to identify the most pressing financial challenges faced by low- and


JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    97



moderate-income consumers; created with a $30 million grant to the Center for Financial Services Innovation
NatureVest - a project designed with the Nature Conservancy to create new opportunities for private sector investment of capital in conservation projects
In 2015, we launched the JPMorgan Chase Institute, a global think tank dedicated to delivering data-rich analyses for the public good. The Institute utilizes our data, augmented by firmwide expertise and market access, to provide insights on the global economy and offer innovative analyses to advance economic prosperity. For example, in 2015, the Institute released a report that analyzed anonymized transaction-level consumer data, focusing on fluctuations in income and consumption. The Institute’s study revealed that while U.S. households across the income spectrum experience financial volatility, most lack an appropriate financial buffer to weather these shocks. Harnessing the unique assets of the Firm and its employees and provides additional insights to inform our practices. In requesting a report on the powerFirm’s respect for employees’ religious and political views, the proposal does not provide any credible evidence that the Firm’s policies and practices have been ineffective. The Supporting Statement misleadingly cites survey results and unfounded allegations of big data,debanking, and references one aspect of our comprehensive employee benefits without any context. It does not make a compelling case that there are actual concerns regarding employee discrimination based on religion or political views. To produce the Instituteproposed report based on these allegations, the Firm would have to divert resources from the meaningful work the Firm is explaining the global economy inalready doing to create a waymore diverse and inclusive business.
We remain focused on fostering a culture that provides decision-makersrespects and champions all of our employees, including, without limitation, those with thediverse backgrounds and perspectives. We believe our policies are transparent and provide for effective accountability. The requested report is not necessary information to frame and address critical issues.
would not provide our shareholders with meaningful additional information.
icon_cross.jpg
We hold executives accountable, when appropriate, for significant actions or items that negatively affect the Firm in current or future years.
To hold individuals responsible for taking risks inconsistent with the Firm’s risk appetite and to discourage future imprudent behavior, policies and procedures that enable us to take prompt and
proportionate actions with respect to accountable individuals include:
1.Reduction of annual incentive compensation (in full or in part);
2.Cancellation of unvested awards (in full or in part);
3.Recovery of previously paid compensation (cash and/or equity); and
4.Taking appropriate employment actions (e.g., termination of employment, demotion, negative performance rating).
The precise actions we take with respect to accountable individuals are based on the nature of their involvement, the magnitude of the event and the impact on the Firm.
In addition, clawback/recoupment provisions on both cash incentives and equity awards enable us to reduce or cancel unvested awards and recover previously paid compensation in certain situations. Clawbacks can be triggered by restatements, misconduct, performance-related and/or risk-related concerns, and may cover both vested and unvested awards. Our recovery provisions and clawback provisions are described in detail beginning on page 62 of this proxy statement.
The Board of Directors recommends a
vote 
AGAINST this proposal.














_________
1
The amount of credit provided to clients represents new and renewed credit, including loans and commitments. The amount of credit provided to small businesses reflects loans and increased lines of credit provided by Consumer & Business Banking; Card, Commerce Solutions & Auto; and Commercial Banking. The amount of credit provided to nonprofit and government entities, including states, municipalities, hospitals and universities, represents credit provided by the Corporate & Investment Bank and Commercial Banking.


98 JPMORGAN CHASE & CO.   2016
1062024 PROXY STATEMENT


General information about the meeting
INFORMATION ABOUT THE ANNUAL SHAREHOLDER MEETING
WHO CAN VOTE
Information About the Annual Shareholder Meeting
General
WHY AM I RECEIVING THESE MATERIALS?
You are entitledinvited to attend JPMorgan Chase’s Annual Meeting of Shareholders and vote on the proposals described in this proxy statement because you were a JPMorgan Chase shareholder on March 22, 2024 (the “Record Date”). JPMorgan Chase is soliciting proxies for use at the annual meeting, including any postponements or adjournments.
Even if you plan on attending the annual meeting through our virtual meeting site, we encourage you to vote your shares in advance using one of the methods described in this proxy statement to ensure that your vote will be represented at the annual meeting.
WHEN AND WHERE IS OUR ANNUAL MEETING?
We will hold our annual meeting on Tuesday, May 21, 2024, at 10:00 a.m. Eastern Time.
The annual meeting will be held in a virtual meeting format only. To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/JPM2024 and enter the 16-digit control number included on your proxy card, voting instruction form or Notice you previously received.
If you have any questions about accessing the virtual meeting website for the annual meeting, please contact the Office of
the Secretary by sending an email to corporate.secretary@jpmchase.com or calling (212) 270-6000 by May 17, 2024.
If you encounter any technical difficulties with the virtual meeting site on the day of the meeting, please call the technical support number that will be posted on the virtual meeting log-in page.
We encourage you to vote your shares prior to the annual meeting.
WHAT IS INCLUDED IN OUR PROXY MATERIALS?
Our proxy materials, which are available on our website at jpmorganchase.com/ir/annual-report, include:
Our Notice of 2024 Annual Meeting of Shareholders;
Our Proxy Statement; and
Our 2023 Annual Report to Shareholders
If you received printed versions of these materials by mail (rather than through electronic delivery), the materials also included a proxy card or voting instruction form. For further information, see “Information about paper and electronic delivery of proxy materials” on pages 110-111.
Attending and voting at the annual meeting
CAN I ATTEND OUR ANNUAL MEETING?
Shareholders as of the close of business on the Record Date and/or their authorized representatives are permitted to attend our annual meeting virtually by following the procedures in this proxy statement.
HOW CAN I ASK QUESTIONS PERTINENT TO MEETING MATTERS?
Shareholders may submit questions either before the meeting, from May 6 to May 17, 2024, or during a portion of the meeting. If you wish to submit a question before the meeting, you may log into www.proxyvote.com using your 16-digit control number and follow the instructions to submit a question. Alternatively, if you heldwish to submit a question during the meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/JPM2024 using the 16-digit control number and follow the instructions to submit a question.
Questions pertinent to meeting matters will be answered during the meeting, subject to time limitations. Rules of Conduct including procedures for shareholder questions will be posted on the virtual meeting platform.
WHO CAN VOTE AT OUR ANNUAL MEETING?
You can vote your shares of JPMorgan Chase common stock at our annual meeting if you were a shareholder at the close of business on the record date, March 18, 2016. Record Date.
At the close of business on that date, 3,661,816,671the Record Date, there were 2,872,090,542 shares of common stock were outstanding, each of which entitles the holder to one vote for each matter to be voted on at our annual meeting.

2024 PROXY STATEMENT107JPMORGAN CHASE & CO.

Table of Contents
INFORMATION ABOUT THE ANNUAL SHAREHOLDER MEETING
HOW DO I VOTE?
To be valid, your vote by Internet, telephone or mail must be received by the deadline specified on the proxy card or voting instruction form, as applicable.
If you are a
shareholder of record
If you are a beneficial owner of
shares held in street name
Through the virtual meeting site during the meetingComplete and submit a ballot online during the meeting at www.virtualshareholdermeeting.com/ JPM2024.Complete and submit a ballot online during the meeting at www.virtualshareholdermeeting.com/ JPM2024.
Online (24 hours a day) — Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date.Go to www.proxyvote.com and follow the instructions.Go to www.proxyvote.com and follow the instructions.
By Telephone (24 hours a day) — Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date.1-800-690-69031-800-454-8683
The availability of voting by telephone may depend on the voting process of the organization that holds your shares.
By MailReturn a properly executed and dated proxy card in the pre-paid envelope we have provided or return it to JPMorgan Chase & Co., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.Return a properly executed and dated voting instruction form using the method(s) your bank, brokerage firm, broker-dealer or other similar organizations make available.
CAN I CHANGE MY VOTE AFTER I HAVE VOTED?
You can revoke your proxy and entitledchange your vote at any time before the closing of the polls at our annual meeting, subject to vote. Each sharethe voting deadlines that are described on the proxy card or voting instruction form, as applicable.
You can revoke your vote:
During the virtual meeting. If you attend the annual meeting at www.virtualshareholdermeeting.com/ JPM2024, you may revoke your proxy and change your vote by voting online during the meeting. Your attendance at the annual meeting will not automatically revoke your proxy unless you properly vote at the annual meeting.
In writing. You may request that your prior proxy be revoked by delivering a written notice of revocation prior to the annual meeting via email to corporate.secretary@jpmchase.com or mail to the Office of the Secretary, JPMorgan Chase common stock has one vote. Your& Co., 383 Madison Avenue, 39th Floor, New York, New York 10179.
Online at www.proxyvote.com. You may change your vote is confidentialat www.proxyvote.com until 11:59 P.M. Eastern Time the day before the meeting date, in which case only your latest Internet proxy submitted prior to the annual meeting will be counted.
Telephone. You may change your vote using the phone voting method described above, in which case only your latest telephone proxy submitted prior to the annual meeting will be counted.
Mail. You may revoke your proxy and change your vote by signing and returning a new proxy card or voting instruction form dated as of a later date, in which case only your latest proxy card or voting instruction form received prior to the annual meeting will not be disclosedcounted.
HOW ARE SHARES VOTED?
All shares represented by valid ballots or valid proxies received prior to anyone except those recordingthe taking of the vote or as mayat the annual meeting will be required in accordance with appropriate legal process, or as authorized by you.
VOTING YOUR PROXY
If your common stock is held through a broker, bank, or other nominee (“held in street name”), they will send you voting instructions.
voted. If you holddo not vote at the annual meeting, the persons named as proxies on the proxy card will vote your shares as you have instructed.
HOW WILL MY SHARES BE VOTED IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS?
Shareholder of Record: If you are a shareholder of record and do not return a proxy card, or if you sign, date and return a proxy card but do not give specific voting instructions, then the persons named as proxies on the proxy card will vote your shares in your own name as a holder of record withthe manner recommended by our transfer agent, Computershare, youBoard on all matters presented in this proxy statement. In addition, the proxies may instruct the proxiesdetermine in their discretion how to vote your shares by usingregarding any other matters properly presented for a vote at our annual meeting.
Although our Board does not anticipate that any of the toll-free telephone number ordirector nominees will be unable to stand for election as a director nominee at our annual meeting, if this occurs, the Internet voting site listedpersons named as proxies on the proxy card or by signing, dating, and mailing the proxy card in the postage-paid envelope that we have provided for you. Specific instructions for using the telephone and Internet voting systems are on the proxy card. Of course, you can always come to the meeting and vote your shares in person. If you plan to attend, please see the admission requirements under “Attending the annual meeting” on page 100 of this proxy statement. Whatever method you select for transmitting your instructions, the proxies will vote your shares in accordance with those instructions. If you sign and return a proxy card without giving specific voting instructions, your shares willfavor of such other person or persons as may be voted as recommended by our Board of Directors.
REVOKING YOUR PROXY
If your common stock is held in street name, you must followGovernance Committee and designated by the instructions of your broker, bank or other nominee to revoke your voting instructions.
If you are a holder of record and wish to revoke your proxy instructions, you must advise the Secretary of JPMorgan Chase in writing before the proxies vote your common stock at the meeting, deliver later dated proxy instructions in writing before the proxies vote your
common stock at the meeting, or attend the meeting and vote your shares in person. Unless you decide to attend the meeting and vote your shares in person after you have submitted voting instructions to the proxies, we recommend that you revoke or amend your prior instructions in the same way you initially gave them — that is, by telephone, Internet, or in writing. This will help to ensure that your shares are voted the way you have finally determined you wish them to be voted.
BOARD RECOMMENDATIONS
The Board of Directors recommends that you vote FOR each of the director nominees, FOR the advisory resolution to approve executive compensation, FOR ratification of the appointment of the independent registered public accounting firm, and AGAINST each shareholder proposal.
MATTERS TO BE PRESENTED
We are not aware of any matters to be presented other than those described in the proxy statement. If any matters not described in the proxy statement are properly presented at the meeting, the proxies will use their own judgment to determine how to vote your shares. If the meeting is adjourned, the proxies can vote your common stock at the adjournment as well, unless you have revoked your proxy instructions.
HOW VOTES ARE COUNTED
A quorum is required to transact business at our annual meeting. Shareholders holding of record shares of common stock constituting a majority of the voting power of the stock of JPMorgan Chase having general voting power present in person or by proxy shall constitute a quorum. If you have returned valid proxy instructions or attend the meeting in person, your common stock will be counted for the purpose of determining whether there is a quorum, even if you abstain from voting on some or all matters introduced at the meeting. In addition, broker non-votes will be treated as present for purposes of determining whether a quorum is present (see “Non-discretionary items” on page 100 of this proxy statement).Board.


JPMORGAN CHASE & CO.   2016
1082024 PROXY STATEMENT   99


INFORMATION ABOUT THE ANNUAL SHAREHOLDER MEETING

Voting by record holdersBeneficial Owner of Shares Held in Street Name: If you holdare a beneficial owner of shares in your own name, you may either vote FOR, AGAINST, or ABSTAIN on each of the proposals. If you just sign and submit your proxy card without voting instructions, your shares will be voted FOR each director nominee, FOR the advisory resolution to approve executive compensation, FOR ratification of the appointment of the independent registered public accounting firm, and AGAINST each shareholder proposal.
Broker authority to vote — If your shares are held in street name followand the organization holding your shares does not receive specific voting instructions from you, receive fromhow your broker, bank,shares may be voted will depend on whether the proposal is considered “routine” or other nominee.“non-routine,” as described below.
Participants in the 401(k) Savings Plan: The trustee of the JPMorgan Chase 401(k) Savings Plan (“Plan”) will vote the shares held in the Common Stock Fund as of the Record Date. If you want tohave an interest in the JPMorgan Chase Common Stock Fund through the Plan, your vote in person, you must obtain a legal proxy from your broker, bank or other nominee and bring it to the meeting along with the other documentation described below under “Attending the annual meeting.” If you do not submitwill provide voting instructions to your broker, bank or other nominee, your broker, bank or other nominee may still be permitted tothe trustee. If no voting instructions are given, the trustee will vote youruninstructed shares underin the following circumstances:same proportion as voted shares.
Discretionary items —WHICH PROPOSALS ARE CONSIDERED “ROUTINE” OR “NON-ROUTINE”?
The ratification of the appointment of the independent registered public accounting firm is considered to be a discretionary item. Generally, brokers, banks“routine” matter under NYSE rules. A bank, brokerage firm, broker-dealer or other similar organization may generally vote in their discretion on routine matters, if specific voting instructions are not received from a beneficial owner.
All other proposals are considered “non-routine” under NYSE rules and are therefore “non-discretionary” matters. This
means your bank, brokerage firm, broker-dealer or other nomineessimilar organization may not vote your shares without instructions from you. If the organization that doholds your shares does not receive instructions from beneficial owners mayyou on how to vote on this proposal in their discretion.
Non-discretionary items — The electionone of directors, advisory resolution to approve executive compensation, and approvalthese non-routine matters, it will so inform the inspector of the shareholder proposals are non-discretionary items and may not be voted on by brokers, banks or other nominees who have not received voting instructions from beneficial owners. These areelection. This is generally referred to as a “broker non-votes.non-vote.
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER OF SHARES HELD IN STREET NAME?
ElectionShareholder of directors — ToRecord: If your shares of JPMorgan Chase common stock are registered directly in your name with our transfer agent, Computershare, you are considered a “shareholder of record” of those shares.
Beneficial Owner of Shares Held in Street Name: If your shares are held in an account at a bank, brokerage firm, broker-dealer or other similar organization, you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials, as well as a voting instruction form, from the organization holding your shares and, as a beneficial owner, you have the right to direct the organization as to how to vote them. Most individual shareholders are beneficial owners of shares held in street name.
WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?
Quorum Requirement: Before any business can be elected, each nomineetransacted at our annual meeting, a quorum must receive the affirmative votebe present. Holders of a majority of the votes castshares entitled to vote at the annual meeting, present at the meeting or represented by proxy, will constitute a quorum. Abstentions and broker non-votes are treated as present for quorum purposes.
Requirements for each proposal: What is the voting requirement for each proposal?
ProposalVoting optionsVote requirement
Effect of
abstentions1
Effect of broker
non-votes2
Corporate Governance:
– Election of directors3
FOR, AGAINST or ABSTAIN (for each director nominee)Majority of the votes cast FOR or AGAINST (for each director nominee)No effect — not counted as a vote castNo effect — not entitled to vote
Executive Compensation:
– Advisory vote on compensation4
FOR, AGAINST or ABSTAINMajority of the shares present or represented by proxy and entitled to vote on the proposalCounts as a vote AGAINSTNo effect — not entitled to vote
— Approval of amended and restated long-term incentive planFOR, AGAINST or ABSTAINMajority of the shares present or represented by proxy and entitled to vote on the proposalCounts as a vote AGAINSTNo effect — not entitled to vote
Audit Matters:
Ratification of independent auditorFOR, AGAINST or ABSTAINMajority of the shares present or represented by proxy and entitled to vote on the proposalCounts as a vote AGAINSTN/A — the organization that holds shares of beneficial owners may vote in their discretion
Shareholder Proposals:
Voting requirements for each proposal are the sameFOR, AGAINST or ABSTAINMajority of the shares present or represented by proxy and entitled to vote on the proposalCounts as a vote AGAINSTNo effect — not entitled to vote
1For election of directors, abstentions have no effect because the required vote is determined as follows: votes FOR divided by the sum of votes FOR plus votes AGAINST. For all other proposals (management and shareholder), abstentions are counted as a vote AGAINST the proposal because the required vote is determined as follows: votes FOR divided by the sum of votes FOR plus votes AGAINST plus votes ABSTAINING.
2For all proposals (management and shareholder) other than ratification of the independent auditor, broker non-votes have no effect because they are not considered shares entitled to vote on the proposal.
3If, in respecta non-contested election of his or her election. Ifdirectors, an incumbent nominee for director is not electedre-elected by the requisite vote, he or shea majority of votes cast, such nominee must tender his or hertheir resignation, and the Board of Directors, through a process managed by the Governance Committee, will decide whether to accept the resignation at its next regular meeting. Broker non-votesUnless the Board decides to reject the offer or to postpone the effective date, the resignation shall become effective 45 days after the date of the election.
4The result of the advisory vote on compensation is not binding on the Board, whether or not the resolution is passed under the standard described above.

2024 PROXY STATEMENT109JPMORGAN CHASE & CO.

Table of Contents
INFORMATION ABOUT THE ANNUAL SHAREHOLDER MEETING
IS MY VOTE CONFIDENTIAL?
Proxy instructions, ballots and abstentionsvoting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. JPMorgan Chase will have no impact,not disclose the proxy instructions or ballots of individual shareholders except to those recording the vote, or as theymay be required in accordance with appropriate legal process, or as authorized by the shareholder.
COULD OTHER MATTERS BE DECIDED AT THE 2024 ANNUAL MEETING?
We do not know of any matters that will be considered at the annual meeting other than those described above. If a shareholder proposal that was properly excluded from this proxy statement or is otherwise not properly presented at the meeting is nevertheless brought before the meeting, the Chair will declare such a proposal out of order, and it will be disregarded. If any other matters arise at the annual meeting that are not counted asproperly presented at the meeting, the proxies will be voted at the discretion of the proxy holders.
WHAT HAPPENS IF THE MEETING IS POSTPONED OR ADJOURNED?
Your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.
WHO COUNTS THE VOTES CAST AT OUR ANNUAL MEETING?
Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes cast for this purpose.at our annual meeting, and American Election Services, LLC will act as the independent inspector of election.
WHERE CAN I FIND THE VOTING RESULTS OF OUR ANNUAL MEETING?
We expect to announce the preliminary voting results at our annual meeting. The final voting results will be reported on a Current Report on Form 8-K that will be filed with the SEC and be available on our website.
Other proposals — The affirmative vote of a majority
WHO IS PAYING THE COSTS OF THIS PROXY SOLICITATION?
JPMorgan Chase is paying the costs of the sharessolicitation of common stock present in person or by proxy and entitled to vote on the proposal is
required to approve all other proposals. In determining whether each of the other proposalsproxies. JPMorgan Chase has received the requisite number of affirmative votes, abstentions will be counted and will have the same effect as a vote AGAINST the proposal. Broker non-votes will have no impact since they are not considered shares entitled to vote on the proposal.
COST OF THIS PROXY SOLICITATION
We will pay the cost of this proxy solicitation. In addition to soliciting proxies by mail, we expect that a number of our employees will solicit shareholders personally and by telephone. None of these employees will receive any additional or special compensation for doing this. We have retained MacKenzie Partners, Inc. to assist in the distribution of proxy materials and the solicitation of proxies forfrom brokerage firms, banks, broker-dealers and other similar organizations representing beneficial owners of shares. We have agreed to pay MacKenzie Partners a fee of approximately $50,000 plus reasonablereimbursement of certain out-of-pocket costs and expenses. We will, on request, reimburse brokers,
JPMorgan Chase must also pay brokerage firms, banks, broker-dealers and other nominees for their expenses in sendingsimilar organizations representing beneficial owners certain fees associated with:
Forwarding the Notice of Internet Availability to beneficial owners;
Forwarding printed proxy materials by mail to their customers who are beneficial owners who specifically request them; and obtaining their
Obtaining beneficial owners’ voting instructions.
ATTENDING THE ANNUAL MEETING
Admission — If you wishIn addition to attendsolicitations by mail, the meetingpersons who will be serving as the proxies and JPMorgan Chase’s directors, officers and employees may solicit, without additional compensation, proxies on JPMorgan Chase’s behalf in person, you will be required to present the following:by phone or by electronic communication.
All shareholders, valid proxy holders and representatives of an entity a valid form of government-issued photo identification, such as a valid driver’s license or passport.HOW DO I INSPECT THE LIST OF SHAREHOLDERS OF RECORD?
Holders of record — the top half of the proxy card or your notice of internet availability of proxy materials indicating the holder of record (whose name and stock ownership may be verified against ourA list of registered stockholders).
Holders in street name — proof of ownership. A brokerage statement that demonstrates stock ownership as of the record date, March 18, 2016, or a letter from your bank or broker indicating that you held our common stock as of the record date are examples of proof of ownership of our stock. If you want to vote your common stock held in street name in person, you must also provide a written proxy in your name from the broker, bank or other nominee that holds your shares.



100    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT


Valid proxy holders for holders of record — a written legal proxy to you signed by the holder of record (whose name and stock ownership may be verified against our list of registered stockholders), and proof of ownership by the holdershareholders of record as of March 22, 2024 will be available for inspection during ordinary business hours at our offices at 383 Madison Avenue, New York, NY 10179, from May 10, 2024, to May 20, 2024. Please contact the Office of the Secretary by sending an email to corporate.secretary@jpmchase.com if you wish to inspect the list prior to the annual meeting.
Information about paper and electronic delivery of proxy materials
JPMorgan Chase uses the SEC rule commonly known as “Notice and Access” that permits companies to furnish proxy materials to our shareholders over the Internet. This process enables us to expedite delivery of materials to our shareholders and reduces the costs to us of printing and mailing paper proxy materials.
In accordance with the Notice and Access rules, on or about April 8, 2024, we sent those current shareholders of record date,on March 18, 2016 (see “Holders22, 2024, the Record Date for the annual meeting, a Notice. The Notice contains instructions on how to access our proxy statement and annual report online. If you received a Notice, you will not receive a printed copy of record” above).the proxy materials in the mail.
Valid
If you received a Notice, and would like to receive copies of our proxy holders for holdersmaterials in print by mail, or electronically by email, please follow the instructions in the Notice.
Shareholders who do not receive the Notice will receive copies of our proxy statement and 2023 Annual Report to Shareholders either by mail or email. The copies will be sent on or about April 8, 2024.
HOW CAN I OBTAIN AN ADDITIONAL PROXY CARD?
Shareholders of record can contact the Office of the Secretary by sending an email to corporate.secretary@jpmchase.com or calling (212) 270-6000.
If you hold your shares of common stock in street name, a written legal proxy from contact your account representative at the bank, brokerage firm, bankbroker-dealer or other nominee holdingsimilar organization through which you hold your shares.
JPMORGAN CHASE & CO.1102024 PROXY STATEMENT

Table of Contents
INFORMATION ABOUT THE ANNUAL SHAREHOLDER MEETING
HOW DO I SIGN UP FOR ELECTRONIC DELIVERY OF PROXY MATERIALS?
This proxy statement and our 2023 Annual Report to Shareholders are available on our website at: jpmorganchase.com. If you would like to help reduce the sharesenvironmental impact of our annual meetings and our costs of printing and mailing future materials, you can agree to access these documents in the street name holder that is assignablefuture over the Internet rather than receiving printed copies in the mail. For your convenience, you may find links to sign up for electronic delivery for both shareholders of record and a written legal proxy to you signed by the street name holder, together with a brokerage statement or letter from the bank, broker or other nominee indicating that the holderbeneficial owners who hold shares in street name held our common stock asat https://enroll. icsdelivery.com/jpm.
Once you sign up, you will continue to receive proxy materials electronically until you revoke this preference.
I SHARE AN ADDRESS WITH ANOTHER SHAREHOLDER, AND WE RECEIVED ONLY ONE PAPER COPY OF THE PROXY MATERIALS. HOW CAN I OBTAIN AN ADDITIONAL COPY OF THE PROXY MATERIALS?
JPMorgan Chase has adopted a procedure called “householding.” Under this procedure, JPMorgan Chase may deliver a single copy of the record date, March 18, 2016.proxy statement and annual report to multiple shareholders who share the same address, unless we have received contrary instructions from one or more of the shareholders. Each shareholder continues to receive a separate proxy card. This procedure reduces the environmental impact of our annual meetings and our printing and mailing costs.
RepresentativeIf your household received a single set of an entity proxy materials, but you prefer to receive a separate copy of the proxy statement and 2023 Annual Report, you may contact the Office of the Secretary via email at corporate.secretary@jpmchase.com, via mail at the Office of the Secretary, JPMorgan Chase & Co., 383 Madison Avenue, 39th Floor, New York, New York 10179, or by phone at 212-270-6000 and these documents will be delivered to you promptly upon receiving the request.
Alternatively, if you are representing an entity that isreceiving more than one copy of the proxy materials at a shareholder,single address and would like to participate in householding, please contact Broadridge Financial Services at 1-866-540-7095. If you must provide evidence ofare a beneficial owner who holds shares in street name, contact your authoritybank, brokerage firm, broker-dealer or similar organization to represent that entity at the meeting.request information about householding.
Guests — admission of persons to the meeting who are not shareholders is subject to space limitations and to the sole discretion of management.
Internet accessYou may listen to a live audiocast of the annual meeting over the Internet. Please go to our website, jpmorganchase.com, before the meeting to downloadchange your householding preferences at any necessary audio software. An audio broadcast of the meeting will also be availabletime, by phonecontacting Broadridge Financial Services at (866) 541-2724 in the U.S. and Canada1-866-540-7095 or (706) 634-7246 for international participants.
IMPORTANT NOTICE REGARDING DELIVERY OF SECURITY HOLDER DOCUMENTS
SEC rules and Delaware law permit us to mail one annual report and proxy statement, or notice of internet availability, as applicable, in one envelope to all shareholders residing at the same address if certain conditions are met. This is called householding and can result in significant savings of paper and mailing costs. JPMorgan Chase households all annual reports, proxy statements and notices of internet availability mailed to shareholders.
If you choose not to household, you may call (toll-free) (866) 540-7095, or sendby sending a written request to Broadridge Financial Services, Inc., Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Shareholders residing at the same address who are receiving multiple copies of our Annual Report, proxy
statement11717, or notice of internet availability may request householding in the future by contacting Broadridge Financial Services, Inc. at the addressbank, brokerage firm, broker-dealer or phone number set forth above. Ifsimilar organization through which you choose to continue householding but would like to receive an additional copy of the Annual Report, proxy statement or notice of internet availability for members ofhold your household, you may contact the Secretary at: JPMorgan Chase & Co., Office of the Secretary, 270 Park Avenue, New York, NY 10017, or by sending an e-mail to the Office of the Secretary at corporate.secretary@jpmchase.com or calling (212) 270-6000.shares.
Other
ELECTRONIC DELIVERY OF PROXY MATERIALS AND ANNUAL REPORT
You may access this proxy statement and our Annual Report to shareholders on our website at jpmorganchase.com, under Investor Relations. From Investor Relations, you also may access our 2015 Annual Report on Form 10-K by selecting “SEC & Other Filings".
To reduce the Firm’s costs of printing and mailing proxy materials for next year’s annual meeting of shareholders, you can opt to receive all future proxy materials, including the proxy statements, proxy cards and annual reports electronically via e-mail or the Internet rather than in printed form. To sign up for electronic delivery, please visit enroll.icsdelivery.com/jpm and follow the instructions to register. Alternatively, if you vote your shares using the Internet, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. Before next year’s meeting, you will receive an e-mail notification that the proxy materials, annual report and instructions for voting by Internet are available online. Electronic delivery will continue in future years until you revoke your election by sending a written request to the Secretary at: JPMorgan Chase & Co., Office of the Secretary, 270 Park Avenue, New York, NY 10017, or by sending an e-mail to the Office of the Secretary at corporate.secretary@jpmchase.com. If you are a beneficial, or “street name,” shareholder and wish to register for electronic delivery, you should review the information provided in the proxy materials mailed to you by your broker, bank or other nominee.
If you have agreed to electronic delivery of proxy materials and annual reports to shareholders, but wish


JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    101


to receive printed copies, please contact the Secretary at: JPMorgan Chase & Co., Office of the Secretary, 270 Park Avenue, New York, NY 10017 or by sending an e-mail to the Office of the Secretary at corporate.secretary@jpmchase.com.
DOCUMENTS AVAILABLE
HOW DO I OBTAIN MORE INFORMATION ABOUT JPMORGAN CHASE?
The Corporate Governance Principles, Code of Conduct, Code of Ethics for Finance Professionals, How We Do Business – The Principles, How We Do Business – Thethe Political Engagement and Public Policy Statement, ESG Report, Climate Report, and the JPMorgan Chase & Co. Political Activities Statement, as well as the Firm’s By-laws and charters of our principal Boardstanding committees are posted on our website at jpmorganchase.com under the heading Governance, which is under the About Us tab.jpmorganchase.com. These documents will also be made available to any shareholder who requests them by writing to the Secretary at:at corporate.secretary@jpmchase.com, or Office of the Secretary, JPMorgan Chase & Co., Office of the Secretary, 270 Park383 Madison Avenue, 39th Floor, New York, NY 10017 or by sending an e-mailNew York 10179.
Information that the Firm is required to disclose under Article 20 (Corporate Governance Statement) of Directive 2013/34/EU, as adopted in the Office ofEuropean Union and the Secretary at corporate.secretary@jpmchase.com.United Kingdom, may be found in this proxy statement under the headings "Corporate Governance" and "Audit Committee report."




2024 PROXY STATEMENT111
102
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


Shareholder proposals and nominations for the 2017 annual meeting
PROXY STATEMENTSHAREHOLDER PROPOSALS
AND NOMINATIONS FOR THE 2025 ANNUAL MEETING
Under SEC rules, proposals that shareholders seekShareholder Proposals and Nominations for the 2025 Annual Meeting
HOW DO I SUBMIT A PROPOSAL FOR INCLUSION AT THE 2025 ANNUAL MEETING OF SHAREHOLDERS?
For a shareholder proposal to havebe included in the proxy statement formaterials and be distributed by us in connection with our next annual meeting2025 Annual Meeting of shareholders (other than nominees for director)Shareholders, the proposal must be received by the Secretary of JPMorgan Chase notno later than December 8, 2016.9, 2024. Such proposals must comply with all requirements of Rule 14a-8 promulgated by the Securities and Exchange Commission.
In addition, as discussed on page 33 of this proxy statement, our Board recently amended theHOW CAN I SUBMIT NOMINEES FOR INCLUSION IN THE PROXY MATERIALS FOR THE 2025 ANNUAL MEETING?
The Firm’s By-laws by adding By-law Section 1.10, which providesprovide for a right of proxy access. This By-law enables shareholders, under specified conditions, to include their nominees for election as directors in the Firm’s own proxy statement. Under By-law Section 1.10, a shareholder (or group of up to 20 shareholders) who has continuously owned at least 3% of the Firm’s outstanding shares for at least three consecutive years may nominate up to 20% of the Board (but in any event at least two directors) and have such nominee(s) included in the Firm’s proxy statement, if the shareholder(s) and the nominee(s) satisfy the applicable requirements set forth in the Firm’s By-laws. Shareholders
If a shareholder is seeking to have one or more nominees included in the Firm’s 20172025 proxy statement, must deliver the notice required by the Firm’s By-laws which notice must be received by the Secretary of JPMorgan Chase not later than December 8, 2016,9, 2024, and not earlier than November 8, 2016. The complete text of9, 2024.
HOW DO I SUBMIT NOMINEES FOR ELECTION OF DIRECTORS AT THE 2025 ANNUAL MEETING OTHER THAN THROUGH PROXY ACCESS?
Under our By-laws, is available on our website at jpmorganchase.com, under Governance, which is under the About Us tab, ornominations for director (other than through proxy access described above) may be obtainedmade by a shareholder who is entitled to vote and complies with other applicable requirements set forth in the By-laws. The notice by shareholders who intend to nominate directors at the 2025 Annual Meeting of Shareholders must be received by the Secretary of JPMorgan Chase no earlier than January 21, 2025 and no later than the close of business on February 20, 2025. Notice of director nominations must satisfy the provisions in our By-laws relating to director nominations and set forth information required by Rule 14a-19(b) of the Securities Exchange Act of 1934. The advance notice provisions under our By-laws are in addition to, and separate from, the Secretary.
Shareholder proposals (including nominees for director pursuantrequirements that a shareholder must meet in order to have a nominee included in the Firm’s proxy access By-law) should be mailed to the Secretary at JPMorgan Chase & Co., Office of the Secretary, 270 Park Avenue, New York, NY 10017; a copy may be e-mailed to the Office of the Secretary at corporate.secretary@jpmchase.com.statement.
OTHER PROPOSALS AND NOMINATIONS
HOW CAN I SUBMIT PROPOSALS AT OUR 2025 ANNUAL MEETING OF SHAREHOLDERS, THAT ARE NOT TO BE INCLUDED IN THE PROXY MATERIALS?
Our By-laws govern the submission of nominations for director or other business proposals that a shareholder wishes to have considered at a meeting of shareholders, but that are not included in JPMorgan Chase’s proxy statement for that meeting.
Under our By-laws, nominations for director or other business proposals to be addressed at our next annual meeting may be made by a shareholder who is entitled to vote and who has delivered acomplies with other applicable requirements set forth in the Firm's By-laws. The notice tomust contain the information required by the Firm's By-laws and must be received by the Secretary of JPMorgan Chase not later than the close of business on February 16, 2017,20, 2025, and not earlier than January 17, 2017. The notice must contain the information required by the By-laws.21, 2025.
These advance notice provisions are in addition to, and separate from, the requirements that a shareholder must meet in order to have a nominee or proposal included in the proxy statement.
A proxy granted by a shareholder will give discretionary authority to the proxies to vote on any matters introduced pursuant to the advance-notice By-law provisions described above, subject to applicable rules of the SEC.
HOW CAN I OBTAIN A COPY OF JPMORGAN CHASE’S BY-LAWS?
Copies of our By-laws are available on our website at jpmorganchase.com, under Governance, which is under the About Us tab,at: jpmorganchase.com/about/governance or may be obtained fromby contacting the Secretary.Office of the Secretary via email at corporate.secretary@jpmchase.com or via mail at the Office of the Secretary, JPMorgan Chase & Co., 383 Madison Avenue, 39th Floor, New York, NY 10179.
Anthony J. HoranWHERE SHOULD A SHAREHOLDER SEND HIS OR HER PROPOSALS?
Shareholder proposals (including nominees for director pursuant to the Firm’s By-laws) should be emailed to the Office of the Secretary at corporate.secretary@jpmchase.com. A copy may be mailed to the Secretary at JPMorgan Chase & Co., Office of the Secretary, 383 Madison Avenue, 39th Floor New York, NY 10179. We strongly encourage you to use email to submit a proposal. If a proposal is sent by means other than email, please provide a copy by email to ensure delivery.

John H. Tribolati
Secretary


JPMORGAN CHASE & CO.   2016
1122024 PROXY STATEMENT   103













Appendix





NOTES ON NON-GAAP FINANCIAL MEASURES
Overview of 2015 performance
Consumer & Community Banking
Corporate & Investment Bank
Commercial Banking
Asset Management
Global Finance & Treasury
2015 Results



Notes on Non-GAAP Financial Measures
104    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT


Overviewrelated deferred tax liabilities. ROTCE measures the Firm’s net income applicable to common equity as a percentage of 2015 performance1
Theaverage TCE. TBVPS represents the Firm’s financial condition and results of operations are discussedTCE at period-end divided by common shares at period-end. Pre-tax income ex. LLR represents income on a managed basis before income tax expense (pre-tax income) excluding the change in detail inloan loss reserves. This reflects the Management’s discussion and analysis (“MD&A”) sectionexclusion of the 2015 Annual Report.portion of the provision for credit losses attributable to the change in allowance for credit losses. TCE, ROTCE and TBVPS are utilized by the Firm, as well as investors and analysts, in assessing the Firm’s use of equity. Pre-tax income ex. LLR is utilized by the Firm to assess the Firm's operating performance and management believes this information helps investors understand the effect on reported results and provides an alternate presentation of the Firm’s performance. The following tables provide reconciliations and calculations of these measures for the periods presented.
2.In addition to analyzing the Firm's results on a reported basis, management reviews Firmwide results on a "managed" basis; these Firmwide managed basis results are non-GAAP financial measures. The Firm also reviews itsthe results of the lines of business on a “managed” basis. The Firm’s definition of managed basis starts, in each case, with the reported U.S. GAAP results and priorities during an annual Investor Day, most recently held on February 23, 2016. The 2015 Annual Report and presentation materials for the JPMorgan Chase 2016 Investor Day are available on our website at jpmorganchase.com under Investor Relations.
In this Appendix we summarize the 2015 priorities and achievementsincludes certain reclassifications to present total net revenue for the Firm and for(and each of the LOBsreportable business segments) on a fully taxable-equivalent basis. Accordingly, revenue from investments that receive tax credits and tax-exempt securities is presented in relationthe managed results on a basis comparable to these priorities.
In 2015,taxable investments and securities. These financial measures allow management to assess the comparability of revenue from year-to-year arising from both taxable and tax-exempt sources. The corresponding income tax impact related to tax-exempt items is recorded within income tax expense. These adjustments have no impact on net income as reported by the Firm continued to adapt its strategy and financial architecture toward meeting regulatory and capital requirements andas a whole or by the changing banking landscape, while serving its clients and customers, investing in its businesses, and delivering strong returns to its shareholders. Importantly, the Firm exceeded alllines of its 2015 financial targets including thosebusiness.
Non-GAAP reconciliations
Avg. TCE, ROE and ROTCEAverage for the year ended December 31,
(in millions, except ratio data)2014201520162017201820192020202120222023
Common stockholders’ equity$207,400 $215,690 $224,631 $230,350 $229,222 $232,907 $236,865 $250,968 $253,068 $282,056 
Less: Goodwill48,029 47,445 47,310 47,317 47,491 47,620 47,820 49,584 50,952 52,258 
Less: Other intangible assets1,378 1,092 922 832 807 789 781 876 1,112 2,572 
Add: Certain deferred tax liabilities(a)
2,950 2,964 3,212 3,116 2,231 2,328 2,399 2,474 2,505 2,883 
Tangible common equity$160,943 $170,117 $179,611 $185,317 $183,155 $186,826 $190,663 $202,982 $203,509 230,109 
Net income applicable to common equity$20,620 $22,927 $23,086 $22,778 $30,923 $34,844 $27,548 $46,734 $36,081 48,051 
Return on common equity(b)
10 %11 %10 %10 %13 %15 %12 %19 %14 %17 %
Return on tangible common equity(c)
13 13 13 12 17 19 14 23 18 21 
(a)Represents deferred tax liabilities related to balance sheet optimizationtax-deductible goodwill and managing its capital, its GSIB surchargeto identifiable intangibles created in nontaxable transactions, which are netted against goodwill and expense.other intangibles when calculating TCE.
JPMorgan Chase reported record full-year 2015(b)Represents net income of $24.4 billion, and record earnings per share of $6.00, on net revenue on a managed basis of $96.6 billion. Net income increased by $2.7 billion compared withapplicable to common equity / average common stockholders’ equity.
(c)Represents net income of $21.7 billion in 2014. The increase in net income in 2015 was driven by lower taxes and lower noninterest expense, partially offset by lower net revenue and a higher provision for credit losses.
The Firm’s performance is highlighted by the following measures:
Return on equity (“ROE”): ROE was 11% for the year, compared with 10% in the prior year, and return on tangibleapplicable to common equity (“ROTCE”) was 13% for both 2015/ average TCE.

2024 PROXY STATEMENT113JPMORGAN CHASE & CO.

Table of Contents
NOTES ON NON-GAAP FINANCIAL MEASURES
Non-GAAP reconciliations (continued)
Managed basis Total net revenueYear ended December 31,
(in millions)20222023
Reported Total net revenue$128,695 $158,104 
Fully taxable-equivalent adjustments(a)
3,582 4,262 
Managed basis Total net revenue$132,277 $162,366 
(a)Predominantly recognized in Corporate & Investment Bank, Commercial Banking and 2014.Corporate.
Tangible book value per share was $48.13, an increase of 8% over the prior year. Total
BVPS and TBVPSAt December 31, 2023
(in millions, except ratio data)
Common stockholders’ equity$300,474
Less: Goodwill52,634
Less: Other intangible assets3,225
Add: Certain deferred tax liabilities(a)
2,996
Tangible common equity$247,611
Common shares2,876.6
Book value per share(b)
$104.45
Tangible book value per share(c)
86.08
(a)Represents deferred tax liabilities related to tax-deductible goodwill and to identifiable intangibles created in nontaxable transactions, which are netted against goodwill and other intangibles when calculating TCE.
(b)Represents common stockholders’ equity at December 31, 2015, was $247.6 billion.period-end / common shares at period-end.
Fortress balance sheet: (c)Represents TCE at period-end / common shares at period-end.

Pre-tax income ex. LLR
For the year ended
December 31, 2023
Pre-tax income ex. LLRFirst RepublicPre-tax income ex. LLR (ex. First Republic)
(in billions)FirmwideCCBCBFirmwideCCBCBFirmwideCCBCB
Reported pre-tax income$61.6 
Fully taxable-equivalent adjustments4.3 
Managed basis pre-tax income$65.9 $28.4 $8.2 $4.6 $1.6 $0.1 $61.3 $26.8 $8.1 
Change in loan loss reserves3.1 1.6 1.7 1.2 0.5 0.8 1.9 1.1 0.9 
Pre-tax income ex. LLR$69.0 $30.0 $9.9 $5.8 $2.1 $0.9 $63.2 $27.9 $9.0 
Additional notes
1.The Firm maintained its fortress balance sheet, ending 2015 with a strong Basel III Advanced Fully Phased-In common equity Tier 1 (“CET1”) capital ratio of 11.6%is used by management, bank regulators, investors and a supplementary leverage ratio (“SLR”) of 6.5%. The Firm was compliant with the Fully Phased-in U.S. liquidity coverage ratio (“LCR”)analysts to assess and net stable funding ratio (“NSFR”), and had $496 billion of high quality liquid assets (“HQLA”) as of year-end 2015.
In 2015, the Firm provided credit and raised capital of $2.0 trillion for its consumers, corporate clients, small businesses, nonprofit and government entities, including states, municipalities, hospitals and universities.
The Firm has substantially completed its business simplification agenda, exiting businesses, products or clients that were non-core, not at scale or not returning the appropriate level of return in order to focus on core activities for its core clients and reduce risk to the Firm. While the business simplification initiative impacted revenue growth in 2015, it did not have a meaningful impact onmonitor the Firm’s profitability. The Firm continuescapital position. Refer to focusCapital Risk Management on streamlining, simplifying and centralizing operational functions and processes in order to attain more consistencies and efficiencies acrosspages 91-101 of the Firm. To that end, the Firm continues to make progress2023 Form 10-K for additional information on simplifying its legal entity structure, streamlining its Global Technology function, rationalizing its use of vendors, and optimizing its real estate location strategy.this measure.
_______________________
1
For notes on non-GAAP and other financial measures, including managed-basis reporting relating to the Firm’s business segments, see page 112.



JPMORGAN CHASE & CO.1142024 PROXY STATEMENT

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
Appendix
JPMORGAN CHASE & CO.    2016AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN, EFFECTIVE May 21, 2024
1.Purpose. The JPMorgan Chase & Co. Long-Term Incentive Plan (the “Plan”) is an amendment and restatement, effective May 21, 2024, subject to shareholder approval on that date, of the JPMorgan Chase & Co. Long-Term Incentive Plan as amended and restated effective May 18, 2021. The Plan allows the Company to provide stock-based incentives for designated employees to acquire a proprietary interest in the growth, performance and long-term sustainable health of the Company and to have an increased incentive in contributing to the Company’s future success and prosperity. It is also designed to enhance the Company’s ability to attract, retain and reward employees of exceptional talent and allows the Company to respond to a changing business environment in a flexible manner while aligning employees’ interests with those of the Company’s shareholders. The Plan also provides a mechanism to establish the compensation of Directors.
2.Definitions. For purposes of the Plan, the following terms shall have the meanings set forth in this Section 2:
(a)“Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.
(b)“Award” shall mean any type of award granted pursuant to the Plan.
(c)“Award Agreement” means the document by which each Award is evidenced, as described in Section 13.
(d)“Board” shall mean the Board of Directors of JPMC; provided that any action taken by a duly authorized committee of the Board within the scope of authority delegated to such committee by the Board shall be considered an action of the Board for purposes of this Plan.
(e)“JPMC” shall mean JPMorgan Chase & Co., and, except as otherwise specified in this Plan in a particular context, any successor thereto, whether by merger, consolidation, purchase of all or substantially all its assets or otherwise.
(f)“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
(g)“Committee” shall mean the Compensation & Management Development Committee of the Board (or any successor committee) or any subcommittee thereof composed of not fewer than two directors, each of whom is a “non-employee director” as defined in Rule 16b-3 promulgated by the Securities and Exchange Commission under the Act, or any successor definition adopted by the Commission.
(h)“Common Stock” shall mean the common stock of JPMC, par value $1 per share.
(i)“Company” shall mean JPMC and its Subsidiaries.
(j)“Director” shall mean a member of the Board of Directors of JPMC excluding any member who is an officer or Employee of the Company.
(k)“Employee” shall mean any employee of the Company.
(l)“Fair Market Value” shall mean (unless the Committee specifies a different valuation method) per share of Common Stock, the average of high and low sale prices of the Common Stock as reported on the New York Stock Exchange (“NYSE”) composite tape on the applicable date, or, if there are no such sale prices of Common Stock reported on the NYSE composite tape on such date, then the average price of the Common Stock on the last previous day on which high and low sale prices are reported on the NYSE composite tape.
(m)“Other Stock-Based Award” shall mean any of those Awards described in Section 9 hereof.
(n)“Participant” shall mean an Employee or Director who has been granted an Award under the Plan.
(o)“Subsidiary” shall mean any corporation that at the time qualifies as a subsidiary of JPMC under the definition of “subsidiary corporation” in Section 424(f) of the Code, as amended from time to time. Notwithstanding the foregoing, the Committee, in its sole and absolute discretion, may determine that any entity in which JPMC has a significant equity or other interest is a “Subsidiary.”

2024 PROXY STATEMENT   105115JPMORGAN CHASE & CO.


Consumer & Community Banking
Consumer & Community Banking (“CCB”) serves consumers and businesses through personal service at bank branches and through ATMs, online, mobile and telephone banking. CCB is organized into Consumer & Business Banking (including Consumer Banking/Chase Wealth Management and Business Banking), Mortgage Banking (including Mortgage Production, Mortgage Servicing and Real Estate Portfolios) and Card, Commerce Solutions & Auto (“Card”). Consumer & Business Banking offers deposit and investment products and services to consumers, and lending, deposit, and cash management and payment solutions to small businesses. Mortgage Banking includes mortgage origination and servicing activities, as well as portfolios consisting of residential mortgages and home equity loans. Card issues credit cards to consumers and small businesses, offers payment processing services to merchants, and provides auto loans and leases and student loan services.
Multi-year priorities
We remain focused on a consistent set of strategic priorities across CCB. We strive to: deepen relationships with our customers; simplify and improve the customer experience; execute expense reduction initiatives and rationalize our cost structure; maintain our strong control environment and automate processes; increase digital engagement by delivering differentiated digital experiences; lead payments innovation by delivering solutions that address merchant and consumer needs; and always maintain the highest level of information security standards.
Customers
We have a relationship with almost half of the households in the U.S. and are #1 in primary bank relationships for customers within our Chase footprint.
We continue to advance our industry-leading mobile and online capabilities to meet our customers’ growing digital preferences. In 2015, we saw an 8% increase in active online customers and a 20% increase in active mobile customers. We’ve invested to provide simple, secure and personalized experiences for our customers through chase.com, our Chase mobile app, Chase Quick PaySM and our announcement of Chase PaySM. Given our scale and commitment to innovation, we remain confident that we will be the payments brand of choice for our customers.
Profitability
Since 2012, we have reduced noninterest expense by ~$4.0 billion and we are on track to reduce our structural expenses from 2014 to exit 2016/2017 by $2.7 billion. This expense discipline allows us to self-fund $1 billion in auto lease growth, $700 million of marketing, as well as innovation in payments and digital for a net expense reduction of $1 billion.
Cutting expenses and investing for the future of our business allows us to produce strong long-term returns for our shareholders.
Financial performance
For 2015, CCB achieved an ROE of 18% on net income of $9.8 billion, which was up 7% year-over-year. Net revenue decreased 1% from $44.4 billion in 2014 to $43.8 billion in 2015.
Consumer & Business Banking net income of $3.6 billion on net revenue of $18.0 billion, compared with net income of $3.4 billion on net revenue of $18.2 billion in 2014
Mortgage Banking net income of $1.8 billion on net revenue of $6.8 billion compared with net income of $1.7 billion on net revenue of $7.8 billion in 2014
Card, Commerce Solutions & Auto net income of $4.4 billion on net revenue of $19.0 billion compared with net income of $4.1 billion on net revenue of $18.3 billion in 2014
Growth
We saw strong underlying growth in our key business drivers year-over-year:
We added ~600,000 net new CCB households
Active mobile users were up 20%
Consumer Banking average deposits were up 9%
Business Banking average deposits were up 11% and average loans up 6%
Client investment assets were up 2%
Mortgage Banking originations were up 36% and average loans up 11%
Credit card sales volume was up 7%
Merchant processing volume was up 12%
Auto loan and lease originations were up 18%
Key rankings
#1 in primary bank relationships within our Chase footprint
#1 most visited banking portal in the U.S. - chase.com
#1 rated mobile banking app
#1 in total U.S. credit and debit payments volume
#1 wholly-owned merchant acquirer in the U.S.
#1 credit card issuer in the U.S. based on loans outstanding; #1 U.S. co-brand credit card issuer
#2 mortgage originator and mortgage servicer
#3 bank auto lender




106    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT
AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN


Corporate & Investment Bank
The Corporate & Investment Bank (“CIB”), which consists of Banking and Markets & Investor Services, offers a broad suite of investment banking, market-making, prime brokerage, and treasury and securities products and services to a global client base of corporations, investors, financial institutions, government and municipal entities. Banking offers a full range of investment banking products and services in all major capital markets, including advising on corporate strategy and structure, capital-raising in equity and debt markets, as well as loan origination and syndication. Banking also includes Treasury Services, which provides transaction services, consisting of cash management and liquidity solutions. Markets & Investor Services is a global market- maker in cash securities and derivative instruments, and also offers sophisticated risk management solutions, prime brokerage, and research. Markets & Investor Services also includes Securities Services, a leading global custodian that provides custody, fund accounting and administration, and securities lending products principally for asset managers, insurance companies and public and private investment funds.
Multi-year priorities
In 2015, CIB delivered robust performance, fortified its leadership position across various products and made significant progress on GSIB targets. The CIB is particularly focused on optimizing capital in light of multiple constraints, leveraging technology to innovate and embracing changes3.Shares subject to the market structure. Plan.
(a)The CIB will also effectively leverage its scale, completeness and global networkstock subject to facilitate our integrated client coverage model, leading to best-in-class returns. The CIB continues to aggressively pursue opportunities to deliver the remaining $1.2 billionprovisions of the Plan shall be shares of authorized but unissued Common Stock and authorized and issued shares of Common Stock held as treasury shares. Subject to adjustment as provided in Sections 3(b) and 17, the number of shares of Common Stock with respect to which Awards may be granted under the Plan from its term commencing May 21, 2024 and ending May 31, 2028, shall be 81 million shares of Common Stock; provided that not more than 7 million shares may be issued as Awards of incentive stock options as defined by Section 422 of the Code.
(b)In addition to the number of shares of Common Stock provided for in Section 3(a), there shall be available for Awards under the Plan:
(i)shares representing Awards that are canceled, surrendered, forfeited, or terminated (other than shares representing Awards of stock appreciation rights or stock options), shares withheld to satisfy withholding tax obligations of any Award (other than tax withholdings associated Awards of stock appreciation rights and stock options),
(ii)shares granted through assumption of, or in substitution for, outstanding awards previously stated $2.8 billion expense reductionsgranted by 2017 and also remains on trackan employing company to achieve its ROE targetindividuals who become Employees as the result of 13% +/-.
Financial performance
The CIB continued to achieve strong results in 2015, despite headwinds on internal and external fronts. In 2015, CIB reported net income of $8.1 billion, up 17% froma merger, consolidation, acquisition or other corporate transaction involving the prior year. ROE was 12% on $62.0 billion of average allocated capitalemploying company and the overhead ratio was 64%. Excluding legal expenseCompany, or shares granted to such Employees (x) pursuant to contractual obligations with respect to such merger, consolidation, acquisition or other corporate transaction or (y) as retention awards in connection with such transactions, and business simplification, net income was $9.2 billion, ROE was 14%
(iii)Awards which by their terms may be settled only in cash.
(c)For purposes of calculating the number of shares of Common Stock available for issuance under the Plan, only the maximum number of shares that could be issued under Awards granted in tandem shall reduce the number specified in Section 3(a), provided that the Award Agreement provides that the exercise of one right under an Award reduces the number of shares of Common Stock available under the other Award. For avoidance of doubt, as provided in Section 3(b)(i), with respect to Awards of stock appreciation rights and overhead ratio was 59%, oneoptions, all shares underlying such Awards, whether or not actually issued to plan participants, will count against the share limit.
4.Eligibility. Any Employee selected by the Committee is eligible to be a Participant in the Plan. In addition, as provided in Section 12, any Director shall be eligible to be a Participant in the Plan.
5.Limitations.
(a)The Committee may not grant Awards under the Plan to any Participant in excess of 7.5 million shares, including, but not limited to, the number of shares represented by Awards of stock options and stock appreciation, during the term of the lowestPlan.
(b)Other than Awards to Directors, Awards settled in shares of Common Stock shall have a minimum vesting/exercise schedule of ratably over three years, provided that the Committee can grant Awards of up to 5% of shares authorized under the Plan with a shorter vesting or exercise period but not less than a one-year period. These minimum vesting and exercise periods do not apply to Awards that vest or become exercisable earlier due to (i) circumstances such as death, retirement, or involuntary termination of employment, (ii) the achievement of performance objectives over a period of at least one year, (iii) standard vest date occurring within 10 days of the grant date anniversary, or (iv) a determination by the Firm for regulatory or other considerations to provide an equity award in excess of that which would have been awarded to the individual under the cash equity policy in effect for the performance year.
6.Administration. Unless otherwise determined by the Board, the Plan shall be administered by the Committee. As to the selection of, and Awards to, Participants who are not subject to Section 16 of the Act, the Committee may delegate any or all of its responsibilities to officers or Employees of the Company.
Subject to the provisions of the Plan, the Committee shall have complete control over the administration of the Plan and shall have the authority in its sole discretion to (a) construe, interpret and implement the Plan and all Award Agreements, (b) establish, amend, and rescind any rules and regulations relating to the Plan, (c) grant Awards, (d) determine who shall receive Awards, when such Awards shall be made and the terms and provisions of Award Agreements, (e) establish plans supplemental to this Plan covering Employees residing outside of the United States, (f) provide for mandatory or voluntary deferrals of Awards and (g) make all other determinations in its discretion that it may deem necessary or advisable for the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the industry. Effective January 1, 2016, CIB’s allocated capital was increased to $64.0 billion, primarily reflecting a higher capitalization rate compared withPlan or in any Award Agreement in the prior year.
Clients
CIB had approximately 6,900 clients generating revenue of $50,000 or more during 2015.
In 2015, CIB:
Ranked in top three in 16 of 17 product areas1
Provided creditmanner and raised capital of over $1.4 trillion2 for clients
Ranked #1 in Global Investment Banking Fees3 with 7.9% wallet share
Ranked #1 in Markets revenue4 with 16.0% market share
Ranked #1 in All-America and European Fixed Income5
Ranked #1 U.S. Dollar wire clearer with 18.9% share of Fedwire and Clearing House for Interbank Payments (“CHIPS”)
Reported assets under custody of $19.9 trillion
Capital optimization
The CIB is evolving its capital framework and is highly focused on optimizing the business mix across multiple regulatory constraints. The long-term approach includes identifying the resource deployment opportunities to maximize returns while optimizing at a granular level across key binding constraints such as GSIB, CCAR stress testing, standardized and advanced risk-weighted asset (“RWA”), liquidity, long-term debt and leverage. The CIB will also continue ongoing management education to efficiently operate in this multi-constrained regulatory environment and remains committed to the firmwide capital optimization efforts.
Values
The CIB remains committedextent it shall deem desirable to a best-in-class culture and conduct model, focused oncarry the highest level of integrity, fairness and responsibility for our clients and stakeholders. Our primary commitment is delivering operational excellence by demanding superior financial rigor and risk discipline as well as maintaining a fortress balance sheet. The Firm strives for the best internal governance and controls to operate in the continuously changing industry landscape.
_______________________
1
Coalition Full Year 2015 rankings for Banking, Markets and Investor Services
2
Dealogic and internal reporting
3
Dealogic
4
Represents rank and share of the Firm’s Total Markets revenue of 10 leading competitors based on reported information, excluding funding valuation adjustments (“FVA”) and debit valuation adjustments (“DVA”); adjusting for certain one-time items; JPMorgan Chase excludes the impact of business simplification. Based on fourth quarter exchange rates across non-USD reporting peers.
5
Institutional Investor
Plan or any such Award Agreement into effect.


JPMORGAN CHASE & CO.   2016
1162024 PROXY STATEMENT   107


Commercial Banking
AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
Commercial Banking (“CB”) delivers extensive industry knowledge, local expertiseNotwithstanding anything herein to the contrary, the Committee’s determinations under the Plan and dedicated service to U.S. and U.S. multinational clients, including corporations, municipalities, financial institutions and nonprofit entities with annual revenue generally ranging from $20 million to $2 billion. In addition, CB provides financing to real estate investors and owners. Partnering with the Firm’s other businesses, CB provides comprehensive financial solutions, including lending, treasury services, investment banking and asset management to meet its clients’ domestic and international financial needs.
Multi-year priorities
Key priorities for CB included: delivering strong financial performance; building and expanding our client base; growing and enhancing product offerings; optimizing our capital and returns; maintaining best in class control and compliance teams; and attracting, developing and retaining top talent.
Financial performance
In 2015, CB reported net income of $2.2 billion on revenue of $6.9 billion, with 15% reported ROE on capital of $14 billion. End-of-period loan balances grew 13% year over year, with strong growth coming from Commercial Term Lending and Corporate Client Banking, both finishing the year at record levels. The partnership with CIB continues to grow, with record gross investment banking revenue, up 10% year over year. Finally, the overhead ratio of 42% was higher than the long-term overhead ratio target of 35% as we added bankers, invested in our products and capabilities and added staff related to our investment in controls.
Record results:
Average loan balances of $157.9 billion, up 11%
Investment banking revenue of $2.2 billion (gross), up 10% for the 11th consecutive year of growth
Investments continue to show progress:
Middle Market expansion record revenue of $351 million, up 8%; 46% five-year CAGR
Opened offices in 4 additional cities
Risk discipline while growing the loan portfolio:
0.01% net charge-off rate
Nonperforming loan ratio of 0.23%
Clients
Our franchise is built around the best way to serve our clients. Our local coverage, underwriting and service model allows usAward Agreements are not required to be closeuniform. By way of clarification, the Committee shall be entitled to our clientsmake non-uniform and prospects. We are located in over 100 U.S. citiesselective determinations under Awards Agreements and in 62Plan.
The determinations of the top 100 metropolitan statistical areas. Another key to attracting and keepingCommittee in the best clients is industry specialization. We now have 15 key industries covering approximately 9,000 clients and 12,000 prospects across Middle Market and Corporate Client Banking. Ranked #1 in customer satisfaction by CFO Magazine’s Commercial Banking Survey 2015.
Products
CB leverages and delivers the product setadministration of the entire FirmPlan, as described herein, shall be final, and the Board and the Committee will have no liability for any action taken under or pursuant to drive attractive returns. Wethe Plan in good faith (including any action taken under Section 12).
7.Stock options.
(a)Subject to the provisions of the Plan, the Committee shall have dedicated coveragethe sole and absolute discretion to determine to whom and when Awards of stock options will be made, the number of options to be awarded and all other terms and conditions of such Awards. Such terms and conditions may include one or more of the performance criteria or standards described in Section 10.
(b)In the case of incentive stock options, the terms and conditions of such grants shall be subject to and comply with such requirements as may be prescribed by Section 422 of the Code, and any implementing regulations.
(c)The Committee shall establish the option exercise price at the time each stock option is granted, which exercise price shall not be less than 100% of the Fair Market Value of the Common Stock on the date of grant; provided that the per share exercise price of any Award of stock options may not be decreased after it has been granted (other than as provided for investment banking, international, treasury services, commercial cardin Section 17); provided, further, that an Award of stock options may not be surrendered as consideration in exchange for the grant of a new Award under this Plan if such Award were to have a lower per share exercise price. Stock options may not be exercisable later than 10 years after their date of grant.
(d)The option exercise price of each share of Common Stock as to which a stock option is exercised shall be paid in full at the time of such exercise. The method and merchant servicesform of such payment shall be determined by the Committee from time to meet our clients’ needs. time.
8.Stock appreciation rights.
(a)Subject to the provisions of the Plan, the Committee shall have the sole and absolute discretion to determine to whom and when Awards of stock appreciation rights will be made, the number to be awarded and all other terms and conditions of such Awards. Such terms and conditions may include one or more of the performance criteria or standards described in Section 10.
(b)The average CB client uses approximately nine products and only 6%Committee shall establish the stock appreciation right exercise price at the time each stock appreciation right is granted, which exercise price shall not be less than 100% of clients are credit-only relationships. Our partnershipthe Fair Market Value of the Common Stock on the date of grant; provided that the per share exercise price of any Award of stock appreciation rights may not be decreased after it has been granted (other than as provided for in Section 17); provided, further, that an Award of stock appreciation rights may not be surrendered as consideration in exchange for the grant of a new Award under this Plan if such Award were to have a lower per share exercise price. Stock appreciation rights may be granted independent of any Award of stock options or in conjunction with CIB generated another yearall or any part of record revenue and represented 36%any Award of CIB’s North American investment banking fees. Nearly 60%stock options, either at the same time as the Award of CB clients access CCB’s branch network,stock options is granted or at any later time during the term of such options; provided that the exercise price of a stock appreciation right granted in tandem with about 4 million branch transactions each quarter.a stock option shall not be less than 100% of the Fair Market Value at the date of the grant of such option.
Capital & returns
CB was able(c)Upon exercise, a stock appreciation right shall entitle the Participant to deliver a healthy return of 15% in 2015 by deploying capital efficiently. We benefitreceive from the product depthCompany an amount equal to the positive difference between the Fair Market Value of a share of Common Stock on the exercise date of the Firm,stock appreciation right and the per share exercise price, multiplied by the number of shares of Common Stock with our full service clients generating 8 timesrespect to which the revenuestock appreciation right is exercised. The Committee shall determine at the date of loan-only clients. Also, our high quality, stable deposit base is very valuable with over 75%grant whether the stock appreciation right shall be settled in cash, Common Stock or a combination of our deposits coming from clients banking with us for more than 10 years.
Control & compliance
We are committed to buildingcash and maintaining a fortress control and compliance infrastructure. It is key in safeguarding our clients as well as our business and we will continue to enhance critical capabilities going forward.
Talent management
We continue to focus on retaining, attracting and developing talented employees with an emphasis on increasing overall diversity. In 2015, we retained approximately 92% of our employees, which is consistent with the prior year. We also launched the first Black Leadership Summit and expanded our executive leadership training programs.




Common Stock.




2024 PROXY STATEMENT117
108
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


Asset Management
AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
Asset Management (“AM”),(d)A stock appreciation right or applicable portion thereof allocated to a stock option shall terminate and no longer be exercisable upon the termination or exercise of any related stock option. Stock appreciation rights may not be exercisable later than 10 years after their date of grant.
9.Other Stock-Based Awards. Subject to the provisions of the Plan, the Committee shall have the sole and absolute discretion to determine to whom and when “Other Stock-Based Awards” will be made, the number of shares of Common Stock to be awarded under (or otherwise related to) such Other Stock-Based Awards and all other terms and conditions of such Awards. Other Stock-Based Awards are Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or otherwise based on the Fair Market Value of Common Stock. Other Stock-Based Awards shall be in such form as the Committee shall determine, including without limitation, (i) shares of Common Stock, (ii) shares of Common Stock subject to restrictions on transfer until the completion of a specified period of service, the occurrence of an event or the attainment of performance objectives, each as specified by the Committee, (iii) shares of Common Stock issuable upon the completion of a specified period of service, (iv) restricted stock units distributed in the form of shares of Common Stock after the restrictions lapse and (v) conditioning the right to an Award upon the occurrence of an event or the attainment of one or more performance objectives, as more fully described in Section 10. The Committee shall determine at date of grant whether Other Stock-Based Awards shall be settled in cash, Common Stock or a combination of cash and Common Stock.
10.Performance-Based Awards. The Committee may from time to time, establish performance criteria or standards with clientrespect to an Award (a “Performance-Based Award”). The performance goals may be based upon one or more of the following criteria: (i) income before or after taxes (including income before interest, taxes, depreciation and amortization); (ii) earnings per share; (iii) return on common equity including return on tangible common equity; (iv) expense management; (v) return on investment; (vi) stock price; (vii) revenue growth; (viii) efficiency ratio; (ix) credit quality; (x) ratio of non-performing assets to performing assets; (xi) shareholder value added; (xii) return on assets; (xiii) profitability or performance of $2.4 trillion, isidentifiable business units; or (xiv) any other criteria as determined by the Committee in its sole discretion. Additionally, the foregoing criteria may relate to JPMC, one or more of its Subsidiaries or one or more of its divisions or units. In addition, the performance goals may be calculated without regard to extraordinary items.
The Committee shall determine whether, with respect to a global leader in investmentperformance period, the applicable performance goals have been met with respect to a given Participant and, wealth management. AM clients include institutions, high-net-worth individuals and retail investors in many major markets throughoutif they have, to ascertain the world. AM offers investment management across most major asset classes including equities, fixed income, alternatives and money market funds. AM also offers multi-asset investment management, providing solutionsamount of the applicable Performance-Based Award. The amount of the Performance-Based Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula, at the discretion of the Committee. The amount of the Performance-Based Award determined by the Committee for a broad range of clients’ investment needs. For Global Wealth Management clients, AM also provides retirement products and services, brokerage and banking services including trusts and estates, loans, mortgages and deposits. The majority of AM’s client assets are in actively managed portfolios.
Multi-year priorities
Continue to deliver top-tier, long-term investment performance
Continue to drive efficiencies while reinforcing infrastructure and control environment
Continue to innovate, and invest in people, products and processes
Investment performance
Investment performance is measured globally as a percentage of mutual fund assets under management (“AUM”) in the top two quartiles of competitors, and fund performance is measured accordingperiod shall be paid to the star rankings of various third-party providers. AtParticipant at such time as determined by the Committee in its sole discretion after the end of 2015, mutual fund assets rankedsuch performance period.
11.Dividends, equivalents and voting rights. The terms and conditions of Other Stock-Based Awards of restricted stock and restricted stock units may provide the Participant with dividends or dividend equivalents payable prior to vesting; and Awards of Other Stock-Based Awards of restricted stock may provide for voting rights prior to vesting. Notwithstanding the foregoing, with respect to Awards of restricted stock or restricted stock units specifically designated in the top two fund quartiles were 62%, 78%award agreement as performance-based, dividends shall be accumulated and 80%, respectively, over one-, three- and five-year time periods. In addition, 53%shall be paid to the Participants only in an amount based on the number of AM’s mutual fund assets were ranked 4 or 5 stars.
Financial performance
Three primary financial measures for AM are revenue growth, margin and ROE. For 2015, AM achieved net income of $1.9 billion on record net revenue of $12.1 billion (seventh consecutive year of revenue growth). Pretax earnings margin was 27% and ROE was 21%.
Growth
Priorities for 2015 included maintaining top-tier investment performance and growing AM’s client AUM globally through higher sales and product innovation.
Highlights include:
Net long-term AUM inflows of $16 billion (seventh consecutive year of positive long-term AUM flows)
Record average loan balances of $107.4 billion (growth
of 8%)
Average deposit balances of $149.5 billion
Global Investment Management revenues of $6.3 billion (flat from prior year)
Record Global Wealth Management revenues of $5.8 billion (growth of 2%)
AUM of $1.7 trillion
Client assets of $2.4 trillion
Technology
Continued investments were made in our technology infrastructure to support bothshares, if any, that vest under the growth and control agendas. The investment is part of a multi-year program that encompasses upgrading and integrating product platforms, supporting new markets, enhancing client service and sales capabilities, expanding our digital offerings and addressing cybersecurity and regulatory requirements. Significant progress was made in all of these areas in 2015.
Risk and control
Priority areas included implementing an enhanced investment risk measurement and oversight framework, and completing the transition of credit underwriting and review processes into the Credit Risk Management organization. In 2015, the net charge-off ratio was 0.01% across the portfolio with nonaccrual loans representing 0.20%terms of the portfolio.Award.
Leadership12.Director compensation.
Leadership includes our fiduciary responsibility(a)For each calendar year for service on the Board, each Director shall receive an annual cash retainer of $110,000 and, if the Director is on the Board at the time when annual performance year equity awards are granted, an annual grant of deferred stock units valued at $265,000. During the term set forth in Section 3(a), with respect to clients, maintainingwhich Awards may be granted under the Firm’s reputationPlan, the Board is specifically authorized in its discretion to increase the cash retainer and/or the equity award described in this Section 12(a) by a combined total of up to $25,000 or to decrease them.
(b)For each calendar year, each Director who serves in the following designated roles shall receive an annual cash retainer of: (i) $35,000 for serving as the Lead Independent Director; (ii) $25,000 for chairing the JPMorgan Chase Bank, N.A. (“Bank”) board, Audit Committee or Risk Committee; and developing(iii) $20,000 for chairing any other principal standing committee and retaining top talent. Retention rates were atfor serving on any of the Bank board, Audit Committee or above internal targets for top talentRisk Committee. During the terms set forth in Section 3(a), with respect to which Awards may be granted under the Plan, the Board is authorized in its discretion to increase the designated role cash retainer described in (i) by up to $65,000, and portfolio managers.the retainers described in (ii) and (iii) by up to $5,000.


JPMORGAN CHASE & CO.   2016
1182024 PROXY STATEMENT   109


Global Finance & Treasury
AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
The Global Finance organization executes financeBoard is authorized to decrease retainers, or to change their form.
(c)The Board may at any time provide any Director with a retainer or other fee in addition to those provided for in Sections 12(a) and capital management and strategy. The organization drives the information, analysis and recommendations to provide clear strategic direction(b), including for business decisions, expense and capital discipline, enhanced controls, increased automation and transparency. The organization maintains strong financial reporting controls and accounting practices, measures the Firm’s absolute and relative performance, analyzes and monitors regulatory requirementsservice on a specific purpose committee or for any other special service, in order to effectively manage the impact on the businesses, and financial risks through all environments. Global Finance leads firmwide capital strategy, management and implementation – including compliance with new regulations, the Firm’s successful CCAR submission, and Recovery and Resolution plans. The organization delivers relevant and transparent disclosures and leads comprehensive dialogue with investors, regulators and other key external constituents globally.
Multi-year priorities
Global Finance’s priorities are to continue the Firm’s fundamental objectives of maintaining strong financial discipline; guarding safety and soundness; driving business performance, growth, and returns; managing regulatory change and assistingeach case determined in the Firm’s interactiondiscretion of the Board. The Board also may decrease any retainer provided for in Sections 12(a) and (b).
(d)Any retainer or fee pursuant to this Section 12 may be payable in the form of cash, an Other Stock-Based Award or any combination, as determined in the discretion of the Board, and shall have such terms and conditions as the Board may specify and any Award of restricted stock units shall provide for dividend equivalents that shall be payable as additional restricted stock units.
(e)Unless the Board determines otherwise in its discretion, the Corporate Governance & Nominating Committee of the Board (or any successor committee) is delegated the authority of the Board under this Section 12.
13.Award agreements. Each Award under the Plan shall be evidenced by a document setting forth the terms and conditions, not inconsistent with regulatory and supervisory authorities; and developing best-in-class management information systems.
Financial discipline
Maintaining strong financial discipline includes upholding world-class controls, sound accounting practices, delivering relevant and transparent disclosures and having best-in-class management information systems. Global Finance is responsible for establishing and maintaining adequate internal control over the Firm’s financial reporting,provisions of the Plan, as determined by the Committee, which shall apply to such Award. Such document may be delivered by mail or electronic means, including the processesinternet. The Committee may amend any Award Agreement to conform to the requirements of law.
14.Withholding and procedures usedright of offset.
(a)The Company shall have the right to preparededuct from all amounts paid to any Participant in cash (whether under this Plan or otherwise) any taxes required by law to be withheld therefrom. In the financial statements filedcase of payments of Awards in the form of Common Stock, at the Committee’s discretion, the Participant may be required to pay, in such form as the Committee may specify, to the Company the amount of any taxes required to be withheld with respect to such Common Stock prior to its receipt, or, in lieu thereof, the SECCompany shall have the right to retain the number of shares of Common Stock the Fair Market Value of which equals the amount required to be withheld.
(b)To the extent that any amounts hereunder are not deferred compensation within the meaning of Section 409A of the Code, the Company shall have the right to offset against its obligation to deliver shares of Common Stock or cash under the Plan or any Award Agreement any amounts (including, without limitation, travel and entertainment expenses or advances, loans, credit card obligations, repayment obligations under any Awards, or amounts repayable pursuant to tax equalization, housing, automobile or other employee programs), the Participant then owes to the Company.Additionally, in situations where such amounts are owed to the Company or the amount owed has not been determined in full, the Company may preclude a Participant from exercising an Award of stock options or stock appreciation rights until such amount is paid or established in full.
15.Nontransferability. No Award shall be assignable or transferable, and no right or interest of any Participant in any Award shall be subject to any lien, obligation or liability of the Participant, except by will, the laws of descent and distribution, or as otherwise set forth in the Award agreement; provided that with multiple regulators aroundrespect to Awards (other than an Award of an incentive stock option), the world. Global FinanceCommittee may, in its sole discretion, permit certain Participants or classes of Participants to transfer Awards of nonqualified stock options and Treasury are key pointsstock appreciation rights or Other Stock-Based Awards to such individuals or entities as the Committee may specify.
16.No right to employment or continued participation in plan. No person shall have any claim or right to the grant of contact with investors, research analystsan Award prior to the date that an Award agreement is delivered to such person and the credit rating agencies in communicating the strategic directionsatisfaction of the Firm, providing management with shareholder views and perspectives and continually seeking to improveappropriate formalities specified in the quality of disclosure to all stakeholders. In addition, Global Finance plays a role within the LOBs in developing performance targets, equity levels and return metrics.
Safety and soundness
Maintaining a fortress balance sheet and having strong capital and liquidity are key elements of safety and soundness and require appropriate reserves, strong capital ratios, diverse funding sources and strong credit ratings. These provide the Firm with the ability to withstand difficult stress eventsAward agreement, and the flexibility to deploy capital for investments in businesses, dividends, equity buybacks and acquisitions. During 2015, Global Finance ledgrant of an Award shall not be construed as giving a Participant the Firm’s internal capital adequacy assessment process and provided the information and analyses to regulators to enable the Firm, in March 2015,right to be retained in the employ of the Company or to be eligible for any subsequent Awards. Further, the Company expressly reserves the right to dismiss at any time a position to increase itsParticipant free from any liability or any claim under the Plan, except as provided herein or in any agreement entered into hereunder.


2024 PROXY STATEMENT119JPMORGAN CHASE & CO.

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN
17.Adjustment of and changes in common stock. In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, recapitalization, issuance of a new class of common stock, dividend commencing inmerger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to shareholders of Common Stock other than regular cash dividends, the second quarter andCommittee will make such substitution or adjustment, if any, as it deems to continue its common equity repurchases. The Firm ended 2015 with
Basel III Advanced Fully Phased-In common equity Tier 1 capital ratiobe equitable, as to the number or kind of 11.6%. During 2016,shares of Common Stock or other securities issued or reserved for issuance pursuant to the Firm expects the CET1 capital ratio calculated under the Basel III Standardized ApproachPlan, including, but not limited to, become its binding constraint and expects that, over the next several years, its Basel III common equity Tier 1 capital ratio will be between 11% and 12.5%. In the longer term, management expects to maintain a minimum Basel III common equity Tier 1 ratio of 11%. Through Treasury, the Firm manages liquidity and funding using a centralized, global approach in order to optimize liquidity sources and uses for the Firm as a whole; monitor exposures; identify constraints on the transfer of liquidity among legal entities within the Firm; and maintain the appropriate amount of surplus liquidity as part of the Firm’s overall balance sheet management strategy. Importantly, Treasury works within the LOBs to manage and maintain appropriate liquidity and funding for each LOB.
Managing regulatory change
In partnership with the businesses, Global Finance is focused on maximizing returns while building excellent client franchises and relationships. In 2015, Global Finance continued to play an important role with other corporate functions and the Firm’s businesses in addressing new rules and regulations; assessing changes to accounting standards and implementing them to ensure greater transparency of disclosures; enhancing capital planning and stress testing frameworks; and interacting with regulatorsadjustments with respect to the Firm’s Recoverylimitations imposed by Sections 3 and Resolution Plans.
Driving performance5 and efficiencies
Global Finance provides information, analysesto make appropriate adjustments (including the number of shares and recommendationsthe exercise price) to outstanding Awards (without regard to the businessesre-pricing restrictions set forth in Sections 7 and 8).
18.Amendment. The Board may amend, suspend or terminate the Plan or any portion hereof at any time without shareholder approval, except to improve results and drive strategic business decisions, while promoting innovation and streamlining processes across the organization. The organization conductsextent otherwise required by the financial budgeting processAct or New York Stock Exchange listing requirements. Notwithstanding the foregoing, except in the case of an adjustment under Section 17, any amendment by the Board shall be conditioned on shareholder approval if it increases (i) the number of shares of Common Stock authorized for grant under Section 3, (ii) the number of shares authorized for grant to individual participants under any form of an Award as set forth in Section 5, or (iii) if such amendment eliminates restrictions applicable to the reduction of the Firm,exercise price of an option or stock appreciation right or the surrender of such Award in consideration for a new Award with a lower exercise price as set forth in Sections 7 and tracks revenues and expenses against their targets and budgets. During 2015, Global Finance continued8.
19.Unfunded status of plan. The Plan is intended to enhance its management information and planning capabilities, its technology and financial control structure and develop information reporting systems, including the launchconstitute an “unfunded” plan for long-term incentive compensation. Nothing herein shall be construed to give any Participant any rights with respect to unpaid Awards that are greater than those of a strategic initiativegeneral unsecured creditor of JPMC.
20.Successors and assigns. The Plan and Awards made thereunder shall be binding on all successors and assigns of the Company and each Participant, including without limitation, the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
21.Governing law. The validity, construction and effect of the Plan, any rules and regulations relating to improve data qualitythe Plan and integrateany Award Agreement shall be determined in accordance with the Finance, Risk and Treasury infrastructure. laws of the State of New York without reference to principles of conflict of laws.
22.Effective date. The organization will continue to automate and increase granularity, transparency, speed, consistency and flexibilityeffective date of our financial forecasting and reporting processes.
Leadership and mobility
In 2015, the Global Finance organization continued to manage a strong people and talent agenda including recruiting, management development, recognition, diversity, professional growth and mobility.



110    JPMORGAN CHASE & CO.    2016 PROXY STATEMENT


Our 2015 results compared with our 2014 and 2013 results on several metrics were as follows:
As of or for the years ended December 31 (in millions, except per share and ratio data)
Business Performance metric 2015 2014 2013
Firmwide Total net revenue:      
  Reported $93,543
 $95,112
 $97,367
  Managed 96,633
 97,885
 99,724
  Net income 24,442
 21,745
 17,886
  Diluted earnings per share $6.00
 $5.29
 $4.34
  Return on tangible common equity 13%
 13%
 11%
  
Common equity tier 1 capital ratio1
      
  Standardized 11.7%
 10.5%
 NA
  Advanced 11.6%
 10.2%
 9.5%
  
Tier 1 capital ratio1
      
  Standardized 13.5%
 11.8%
 NA
  Advanced 13.3% 11.4% 10.2%
Consumer & Community Banking Total net revenue $43,820
 $44,368
 $46,537
  Net income 9,789
 9,185
 11,061
  ROE 18% 18% 23%
Consumer & Business Banking Total net revenue $17,983
 $18,226
 $17,412
  Net income 3,581
 3,443
 2,943
  ROE 30% 31% 26%
Mortgage Banking Total net revenue $6,817
 $7,826
 $10,236
  Net income 1,778
 1,668
 3,211
  ROE 10% 9% 16%
Card, Merchant Services & Auto Total net revenue $19,020
 $18,316
 $18,889
  Net income 4,430
 4,074
 4,907
  ROE 23% 21% 31%
Corporate & Investment Bank Total net revenue $33,542
 $34,595
 $34,712
  Net income 8,090
 6,908
 8,850
  ROE 12% 10% 15%
Commercial Banking Total net revenue $6,885
 $6,882
 $7,092
  Net income 2,191
 2,635
 2,648
  ROE 15% 18% 19%
Asset Management Total net revenue $12,119
 $12,028
 $11,405
  Net income 1,935
 2,153
 2,083
  ROE 21% 23% 23%
  Pretax margin ratio 27% 29% 29%
Note: 2013 and 2014 have been revised to reflect the adoption of new accounting guidance related to debt issuance costs and investments in affordable housing projects.
1 Risk-based capital metricsthis Plan is May 21, 2024. No Awards shall be granted under the Basel III Standardized and Advanced Fully Phased-In rules.Plan after May 31, 2028, or the date the Plan is earlier terminated by the Board; provided, however, that the termination of the Plan shall not preclude the Company from complying with the terms of Awards outstanding on the date the Plan terminates.
NA: Not available.


JPMORGAN CHASE & CO.   2016
1202024 PROXY STATEMENT   111

Glossary of Selected Terms and Acronyms

Notes
2023 Form 10-K: JPMorgan Chase & Co.’s Annual Report on non-GAAP financial measures
1
In addition to analyzing the Firm’s results on a reported basis, management reviews the Firm’s results and the results of the lines of business on a “managed” basis, which is a non-GAAP financial measure. The Firm’s definition of managed basis starts with the reported U.S. GAAP results and includes certain reclassifications to present total net revenue for the Firm (and each of the business segments) on a fully taxable-equivalent (“FTE”) basis. Accordingly, revenue from investments that receive tax credits and tax-exempt securities is presented in the managed results on a basis comparable to taxable investments and securities. This non-GAAP financial measure allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The corresponding income tax impact related to tax-exempt items is recorded within income tax expense. These adjustments have no impact on net income as reported by the Firm as a whole or by the lines of business.
2
Tangible common equity (“TCE”), return on tangible common equity (“ROTCE”), and tangible book value per share (“TBVPS”) are each non-GAAP financial measures. TCE represents the Firm’s common stockholders’ equity (i.e., total stockholders’ equity less preferred stock) less goodwill and identifiable intangible assets (other than mortgage servicing rights (“MSRs”)), net of related deferred tax liabilities. ROTCE measures the Firm’s earnings as a percentage of average TCE. TBVPS represents the Firm’s TCE at period-end divided by common shares at period-end. TCE, ROTCE, and TBVPS are meaningful to the Firm, as well as investors and analysts, in assessing the Firm’s use of equity.
3
The common equity tier 1 (“CET1”) and Tier 1 capital ratios under the Basel III Standardized and Advanced Fully Phased-In rules, and the supplementary leverage ratio (“SLR”) under the U.S. final SLR rule, are each non-GAAP financial measures. These measures are used by management, bank regulators, investors and analysts to assess and monitor the Firm’s capital position. For additional information on these measures, see Regulatory capital in the Capital Management section of Management’s discussion and analysis within JPMorgan Chase & Co.’s Annual Report on Form 10-K for the year ended December 31, 2015.
4
The CIB has presented its net income, ROE and overhead ratio for 2015 excluding legal expense and business simplification, all of which are non-GAAP financial measures. Such measures are used by management to assess the underlying performance of the business and for comparability with peers.

Form 10-K for the year ended December 31, 2023
Notes onAUM: Assets under management
AWM: Asset & Wealth Management
Bank: JPMorgan Chase Bank, National Association
BlackRock: BlackRock, Inc. and affiliated entities
BRG: Business Resource Group
BVPS: Book value per share
CAP: Compensation Actually Paid
CCAR: Comprehensive Capital Analysis and Review
CB: Commercial Banking
CCB: Consumer & Community Banking
CD&A: Compensation discussion and analysis
CEO: Chief Executive Officer
CET1: Common equity Tier 1
CFO: Chief Financial Officer
CIB: Corporate & Investment Bank
CMDC: Compensation & Management Development Committee
COO: Chief Operating Officer
DEI: Diversity, equity and inclusion
Designated Employees: Tier 1 Employees, Identified Staff, or other financial measures disclosed in Compensation Discussionemployees who are material risk-takers identified under other similar standards
EPS: Earnings per share
ESG: Environmental, social and Analysis (pages 37-64)governance
E.U.: European Union
5
Corporate & Investment Bank:
– Provided credit and raised capitalex. LLR: Excluding loan loss reserves
FDIC: Federal Deposit Insurance Corporation
Federal Reserve: Board of over $1.4T for clients; Source: Dealogic and internal reporting
– Maintained #1 ranking in Global IB fees; Source: Dealogic
– #1 in Markets revenue with 16% market share; Source: Represents rank and shareGovernors of the Firm’s Total Markets revenue of 10 leading competitors based on reported information, excluding funding valuation adjustments (“FVA”) and debit valuation adjustments (“DVA”); adjusting for certain one-time items;Federal Reserve System
Firm: JPMorgan Chase excludes& Co.
Governance Committee: Corporate Governance & Nominating Committee
Governance Principles: Corporate Governance Principles
HR: Human Resources
IB: Investment Banking
Identified Staff: Employees who are material risk-takers identified under U.K. and/or European Union standards
IHC: JPMorgan Chase Holdings LLC, an intermediate holding company
JPMorgan Chase: JPMorgan Chase & Co.
LGBTQ+: Lesbian, Gay, Bisexual, Transgender, Queer plus
LOB: Line of business
LTIP: Long-Term Incentive Plan
NEO: Named Executive Officer
Notice: Notice of Internet Availability of Proxy Material
NYSE: New York Stock Exchange
OC: Operating Committee
PAC: Political Action Committee
PCAOB: Public Company Accounting Oversight Board
PRC: Public Responsibility Committee
PSU: Performance share unit
PwC: PricewaterhouseCoopers LLP
ROE: Return on common equity
ROTCE: Return on tangible common equity
RSU: Restricted stock unit
SAR: Stock appreciation right
SCT: Summary compensation table
SDG: United Nations Sustainable Development Goals
SEC: United States Securities and Exchange Commission
TBVPS: Tangible book value per share
TCE: Tangible common equity
Tier 1 Employees: Employees who are material risk-takers identified under Federal Reserve standards
TSR: Total shareholder return
U.K.: United Kingdom
U.S.: United States of America
U.S. GAAP: Accounting principles generally accepted in the impact of business simplification. BasedU.S.
Vanguard: The Vanguard Group and affiliated entities
WOTM: Women on fourth quarter exchange rates across non-USD reporting peers.the Move
– #1 in IB fees in North America and EMEA; Source: Dealogic
– #1 in Equity Capital Markets wallet share; Source: Dealogic
6
Commercial Banking:
– Ranked #1 multifamily lender in U.S.; Source: SNL Financial based on FDIC data as of 3Q15





2024 PROXY STATEMENT121
112
JPMORGAN CHASE & CO.   2016 PROXY STATEMENT


Royal Sonesta Hotel — map and directions01_426713-1_Cover_BC.jpg
300 Bourbon Street, New Orleans LA70130

The Royal Sonesta Hotel is located in the French Quarter of New Orleans on Bourbon Street, approximately 30 minutes from Louis Armstrong International Airport.



DRIVING DIRECTIONS:
From I-10 West
Follow I-10 East to New Orleans Business District
Take Exit 235A for Orleans Ave. / Vieux Carre
Continue on Basin St.; Turn left onto Conti St.
Turn right onto N Rampart St.
Turn left onto Iberville St.
Turn left onto Bourbon St.
Street parking available near hotel
From I-10 East
Follow I-10 to Orleans Ave./ Vieux Carre (exit 235A)
Continue on Basin St.; Turn left onto Conti St.
Turn right onto N Rampart St.
Turn left onto Iberville St.
Turn left onto Bourbon St.
Street parking available near hotel




If you attend the meeting in person, you will be asked to present a valid form of government-issued photo identification, such as a valid driver’s license or passport, and proof of ownership of our common stock as of our record date March 18, 2016. See “Attending the annual meeting” on page 100.


JPMORGAN CHASE & CO.    2016 PROXY STATEMENT    113












































© 2016 JPMorgan Chase & Co. All rights reserved.
Printed in U.S.A. on paper that contains recycled fiber with soy ink. 




Image_jp.jpg
COMPUTERSHARE

P.O. Box 30170
College Station, TX 77842-317043078
Providence, RI 02940-3078
scan.jpg
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by JPMorgan Chase & Co. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions below to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR code above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date.on May 20, 2024. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
During the Meeting - Go to www.virtualshareholdermeeting.com/JPM2024
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE — 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date.on May 20, 2024. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to JPMorgan Chase & Co., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Your voting instructions are confidential.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:Your voting instructions are confidential.
  E07610-P75949E19087-P87837 KEEP THIS PORTION FOR YOUR RECORDS
— — — — — — — — — — — — — — — — — — — — — — — — —— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY



 JPMORGAN CHASE & CO.                     
 The Board of Directors recommends you vote FOR the following proposals:     
 1. Election of Directors   For Against Abstain The Board of Directors recommends you vote AGAINST the following shareholder proposals:       
   1a.    Linda B. Bammann   o o o  For Against Abstain 
   1b.    James A. Bell   o o o 4. Independent board chairman — require an independent chair o o o 
   1c.    Crandall C. Bowles   o o o 5. How votes are counted — count votes using only for and against and ignore abstentions o o o 
   1d.    Stephen B. Burke   o o o         
   1e.    James S. Crown   o o o 6. Vesting for government service — prohibit vesting of equity-based awards for senior executives due to voluntary resignation to enter government service o o o 
   1f.     James Dimon   o o o          
   1g.    Timothy P. Flynn   o o o          
   1h.    Laban P. Jackson, Jr.   o o o 7. Appoint a stockholder value committee — address whether divestiture of all non-core banking business segments would enhance shareholder value o o o 
   1i.     Michael A. Neal   o o o          
   1j.     Lee R. Raymond   o o o          
   1k.    William C. Weldon   o o o 8. Clawback amendment — defer compensation for 10 years to help satisfy any monetary penalty associated with violation of law o o o 
 2. Advisory resolution to approve executive compensation   o o o          
 3. Ratification of independent registered public accounting firm   o o o 9. Executive compensation philosophy — adopt a balanced executive compensation philosophy with social factors to improve the Firm’s ethical conduct and public reputation o o o 
                      
                      
             Please indicate if you plan to attend this meeting. o o   
                    Yes No   
                         
 Signature [PLEASE SIGN WITHIN BOX] Date       Signature (Joint Owners) Date       


JPMORGAN CHASE & CO.
The Board of Directors recommends you vote FOR the following proposals:The Board of Directors recommends you vote AGAINST the following shareholder proposals:
1.Election of directorsForAgainstAbstainForAgainstAbstain
1a. Linda B. Bammannooo5.Independent board chairmanooo
1b. Stephen B. Burkeooo6.Humanitarian risks due to climate change policiesooo
1c. Todd A. Combsooo7.Indigenous peoples' rights indicatorsooo
1d. Alicia Boler Davisooo8.Proxy voting alignmentooo
1e. James Dimonooo9.Report on due diligence in conflict-affected and high-risk areasooo
1f. Alex Gorskyooo10.Shareholder opportunity to vote on excessive golden parachutesooo
1g. Mellody Hobsonooo11.Report on respecting workforce civil libertiesooo
1h. Phebe N. Novakovicooo
1i. Virgina M. Romettyooo
1j. Mark A. Weinbergerooo


2.Advisory resolution to approve executive compensationooo
3.Approval of amended and restated long-term incentive plan effective May 21, 2024ooo
4.Ratification of independent registered public accounting firmooo
YesNo
Please indicate if you plan to attend this meeting.oo
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator,
or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must
sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date




JPMorgan Chase & Co.
20162024 Annual Meeting of Shareholders
Tuesday, May 17, 201621, 2024 10:00 a.m. CentralEastern Time
Royal Sonesta Hotelwww.virtualshareholdermeeting.com/JPM2024
300 Bourbon Street
New Orleans, Louisiana 70130
Directions to the Royal Sonesta Hotel — The Royal Sonesta Hotel is located in the French Quarter of New Orleans on Bourbon Street, approximately 30 minutes from Louis Armstrong International Airport. Take I-10 East to New Orleans Business District; take Exit 235A for Orleans Avenue/Vieux Carre. Continue onto Basin Street; turn left onto Conti Street. Turn right onto N. Rampart Street; turn left onto Iberville Street; and turn left onto Bourbon Street. Street parking is available near the hotel.
If you plan to attend the meeting in person,at www.virtualshareholdermeeting.com/JPM2024, you will be required to presententer the control number found on your proxy card, voting instruction form or Notice you previously received. The Annual Meeting will be held in a valid form of government-issued photo identification, such as a valid driver’s license or passport, and proof of ownership of our common stock as of our record date March 18, 2016, and this top half of the proxy card.virtual meeting format only. For more information see “Attending“Information about the annual shareholder meeting” in the proxy statement.
Important Notice Regarding the Availability of Proxy Materials for the 20162024 Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at jpmorganchase.com/annual-report-proxyhttps://www.jpmorganchase.com/ir/annual-report
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
E19088-P87837
E07611-P75949
JPMORGAN CHASE & CO.
 
    This proxy is solicited from you by the Board of Directors for use at the Annual Meeting of Shareholders of JPMorgan Chase & Co. on May 17, 2016.21, 2024.
 
    You, the undersigned shareholder, appoint each of Molly CarpenterJohn Tribolati and Marianne Lake,Jeremy Barnum, your attorney-in-fact and proxy, with full power of substitution, to vote on your behalf shares of JPMorgan Chase common stock that you would be entitled to vote at the 20162024 Annual Meeting, and any adjournment of the meeting, with all powers that you would have if you were personally present at the meeting. The shares represented by this proxy will be voted as instructed by you on the reverse side of this card with respect to the proposals set forth in the proxy statement, and in the discretion of the proxies on all other matters which may properly come before the 20162024 Annual Meeting and any adjournment thereof. If the card is signed but no instructions are given, shares will be voted in accordance with the recommendations of the Board of Directors.
 
Participants in the 401(k) Savings Plan:If you have an interest in JPMorgan Chase common stock through an investment in the JPMorgan Chase Common Stock Fund within the 401(k) Savings Plan, your vote will provide voting instructions to the trustee of the plan to vote the proportionate interest as of the record date. If no instructions are given, the trustee will vote unvoted shares in the same proportion as voted shares.
 
Voting Methods: If you wish to vote by mail, please sign your name exactly as it appears on this proxy and mark, date and return it in the enclosed envelope. If you wish to vote by Internet or telephone, please follow the instructions on the reverse side.
 
Continued and to be signed on reverse side