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JPM JPMorgan Chase & Co.

Filed: 7 Apr 21, 4:16pm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 14a-101)
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Annual Meeting of Shareholders
Proxy Statement
2021


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JPMorgan Chase & Co.
383 Madison Avenue
New York, New York 10179-0001
April 7, 2021
Dear fellow shareholders:
We are pleased to invite you to attend the annual meeting of shareholders to be held in a virtual meeting format only, via the Internet, on May 18, 2021 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,
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James Dimon
Chairman and Chief Executive Officer



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A Letter from Jamie Dimon, Our Chairman and CEO, and Stephen B. Burke, Our Lead Independent Director
April 7, 2021
Dear fellow shareholders:
As we reflect and consider future plans, we are keenly focused on the lessons from 2020. A year into the pandemic, COVID-19 has affected many of us personally, the world is still fighting to combat the spread, and we are only beginning to address its economic fallout. Events brought into sharp focus societal gaps, including with respect to racial equity and access to health care. Yet, throughout 2020, as unprecedented events unfolded, we were there to support our clients and customers, employees, and communities. We did this by staying true to our fundamental business principles and commitment to building long-term value for our shareholders.

While substantial work lies ahead, we are pleased with how we have responded thus far. The Firm’s performance demonstrated the strength of our complete, global, and diversified business model. Despite the challenging environment, we generated record revenue, while adding to our credit reserves to be prepared for future challenges. We gained market share in our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores, maintained a fortress balance sheet, and paid dividends and returned excess capital to shareholders through share repurchases.

The Board recognizes that continued strong performance requires vigilant focus on our core business principles – exceptional client service; operational excellence; integrity, fairness and responsibility; and a great team and culture. Through our oversight of the Firm’s strategic planning process, we hold management accountable for abiding by these principles, while navigating change and driving innovation. This includes thoughtful investments in technology and acquisitions that will enhance our product offerings, and deepen engagement with clients, customers, and communities in which we live and work. In 2020, we particularly emphasized innovations to expand digital banking capabilities for people navigating the new remote environment. We also emphasized the need to support our clients and customers, protect employees, and assist our communities while managing risks associated with the pandemic. To provide close oversight, the Board met more often, received more frequent updates, and paid particular attention to how circumstances informed the Firm’s overall strategy.

With respect to our team, success is not possible without a first-rate management team. Identifying, developing, and nurturing senior leaders is one of the Board’s highest priorities. To set ourselves up for success, your Board
regularly reviews succession planning for the CEO and the Operating Committee. We also meet with members of the Operating Committee and other senior leaders. This year, the Firm expanded the Operating Committee to include the heads of several of our largest businesses, to give them greater responsibility and broader exposure to firmwide issues. This expansion has also given the Board more opportunities to get to know a broad range of leaders who currently, and in the future will, execute the firm’s strategy and enhance our strong culture.

The Board also knows that our success is driven by the success of all our people and our reputation as a firm. Our culture is built on our core values of respect, integrity and inclusion, and we are focused on being an employer of choice for all talent. We are committed to hiring and retaining employees from all races, ethnicities, genders, sexual orientations, abilities, backgrounds, experiences and locations. In addition, this year, the Firm announced that we would invest $30 billion over the next five years to advance racial equity and help combat systemic racism within the communities in which we work. Management has detailed plans on how the firm will leverage its expertise in business, policy, and philanthropy to meet these goals. We have also developed a framework to hold management accountable for meeting these goals.

We also continued to take important steps to promote sustainability and reduce our environmental impact. Our 2020 initiatives included a commitment to align certain financing activities with the goals of the Paris Agreement, financing of more than $220 billion for transactions that advance the United Nations Sustainable Development goals and completion of the Firm’s inaugural green bond issuance of $1 billion.

Your dedicated directors are committed to these objectives and to maintaining a vital Board in the future. This year, we remained focused on our Board’s future. In December, we were fortunate to add Phebe Novakovic, Chairman and CEO of General Dynamics, to our Board and are pleased to nominate her for election by shareholders at the annual meeting. She 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 again thank Lee Raymond, who retired from the Board in December 2020. We benefited greatly from his insights and contributions as a director and a trusted advisor. We all


share his optimism about JPMorgan’s future and Steve Burke is honored to succeed Lee as Lead Independent Director in working with our Board and management to deliver on that.

We look forward to continuing to deliver value to our customers, shareholders, and stakeholders. On behalf of the entire board, we are grateful for your support of the Board and the Firm.


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


Notice of 2021 Annual Meeting of Shareholders and Proxy Statement
DATETuesday, May 18, 2021
TIME10:00 a.m. Eastern Time
ACCESS
The 2021 Annual Meeting will be held in a virtual meeting format only, 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, examine the stockholders list and submit questions (both before, and for a portion of, the meeting) from any location via the Internet. Shareholders may participate online by logging in at www.virtualshareholdermeeting.com/JPM2021.
We encourage you to submit your proxy prior to the annual meeting.
RECORD DATEMarch 19, 2021
MATTERS TO BE
Election of Directors
VOTED ON
Advisory resolution to approve executive compensation
Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021
Shareholder proposals, if they are properly introduced at the meeting
Any other matters that may properly be brought before the meeting
By order of the Board of Directors
John H. Tribolati
Secretary
April 7, 2021
YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE PROMPTLY.
JPMorgan Chase & Co. uses the Securities and Exchange Commission (“SEC”) rule permitting companies to furnish proxy materials to their shareholders via the Internet. In accordance with this rule, on or about April 7, 2021, we sent to shareholders of record at the close of business on March 19, 2021, a Notice of Internet Availability of Proxy Materials (“Notice”), which includes instructions on how to access our 2021 Proxy Statement and 2020 Annual Report online, and how to vote online for the 2021 Annual Shareholder Meeting.
If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.
To be admitted to the annual meeting at www.virtualshareholdermeeting.com/JPM2021, 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 107. At the virtual meeting site, you may follow the instructions to vote, access the stockholders list 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 the independent registered public accounting firm. See “What is the voting requirement to approve each of the proposals?” on page 109.


Table of ContentsRECOMMENDATIONS
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This proxy statement contains forward-looking statements. 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, and are subject to significant risks and uncertainties. These risks and uncertainties could cause the Firm’s actual results to differ materially from those set forth in such 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, 2020 ("2020 Form 10-K"). 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 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
2021 Proxy summary
This summary highlights information in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Terms not defined in the text of this proxy statement can be found in the “Glossary of selected terms and acronyms” on page 121.
Your vote is important. For 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, and is being sent or made available to our shareholders on or about April 7, 2021.
Annual meeting overview: Matters to be voted on
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MANAGEMENT PROPOSALS
 
The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals
(for more information see page referenced):
 
1.Election of Directors
2.Advisory resolution to approve executive compensation
3.Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021
4.Ratification of independent registered public accounting firm
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SHAREHOLDER PROPOSALS (if they are properly introduced at the meeting)
 
The Board of Directors recommends you vote AGAINST each of the following shareholder proposals
(for more information see page referenced):
 
5.Improve shareholder written consent
6.Racial equity audit and report
7.Independent board chairman
8.Political and electioneering expenditure congruency report


2021 PROXY STATEMENT1JPMORGAN CHASE & CO.

PROXY SUMMARY
 
The Firm demonstrated strong financial performance in 2020
 
The Firm continued to build upon its strong momentum from prior years amid the unprecedented health and economic consequences of COVID-19. In 2020, the Firm reported record revenue1 of $122.9 billion and net income of $29.1 billion, or $8.88 per share, with return on common equity ("ROE") of 12% and return on tangible common equity ("ROTCE")2 of 14%, while adding $12.2 billion of credit reserves during the year to absorb potential future losses and returning $16.3 billion of capital to shareholders (including common dividends and net share repurchases). We gained market share in our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores and maintained a fortress balance sheet.
 
JPMORGAN CHASE & CO.
 
 
$29.1B
$8.88
12%
14%
$81.75
$66.11
$16.3B
  
NET INCOME

EARNINGS
PER SHARE (“EPS”)
 ROE
ROTCE2
BOOK VALUE
PER SHARE
(“BVPS”)
TANGIBLE
BOOK VALUE
PER SHARE
(“TBVPS”)2
NET CAPITAL
DISTRIBUTIONS3
  
 
 
CONSUMER &
COMMUNITY BANKING
CORPORATE &
INVESTMENT BANK
COMMERCIAL
BANKING
ASSET & WEALTH
MANAGEMENT
   
  
$8.2B
NET INCOME
15%
ROE
       
$17.1B
NET INCOME
20%
ROE
       
$2.6B
NET INCOME
11%
ROE
       
$3.0B
NET INCOME
28%
ROE
  
   
 
Revenue1 of $51.3B
Average deposits of $851.4B (up 22%); average loans of $448.3B (down 6%)
Primary bank relationships for over 75% of Consumer Banking checking households
Maintained #1 market share in Card, based on U.S. sales and outstandings
Largest active digital and mobile customer base among U.S. banks, customers up 5% and 10% respectively4
Added $7.8B of credit reserves
Record net income on record revenue1 of $49.3B
Record Investment Banking ("IB") fees of $9.5B (up 25%); record Markets revenue of $29.5B (up 41%)
#1 in Markets revenue; #1 in IB fees for 12 consecutive years
#2 custodian globally as measured by assets under custody of $31T (up 15%)
#1 in USD Payments volume
Added $2.4B of credit reserves

Revenue1 of $9.3B
Record gross IB revenue5 of $3.3B (up 22%), surpassing long-term target of $3B, including record year for both Middle Market Banking & Specialized Industries ("MMBSI") and Corporate Client Banking & Specialized Industries ("CCBSI")
Record Middle Market expansion market revenue of $911M (up 13%), approaching $1B target
Average deposits of $237.6B (up 38%); average loans of $218.9B (up 5%)
Added $1.7B of credit reserves
Record net income6 on record revenue1,6 of $14.2B; pre-tax margin of 28%
Record assets under management ("AUM")6 of $2.7T (up 17%) and client assets6 of $3.7T (up 18%)
80% of 10-year long-term mutual fund AUM6 performing in top two quartiles
Record average deposits6 of $162.0B (up 20%); record average loans6 of $166.3B (up 13%)
 
 EXCEPTIONAL CLIENT FRANCHISES FORTRESS BALANCE SHEET & PRINCIPLES LONG-TERM SHAREHOLDER VALUE 
 



1The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 114 for a definition of managed basis.
2ROTCE and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 113 for a further discussion of these measures.
3Refer to Note 2 on page 39.
4Refer to Notes 2 and 3 on page 69.
5Refer to Additional notes, Note 3, on page 114.
6Refer to Additional notes, Note 4, on page 114.
JPMORGAN CHASE & CO.22021 PROXY STATEMENT

PROXY SUMMARY
 
The Firm has demonstrated sustained, strong financial performance over time
 
We have generated strong financial results over time, significantly increasing net income by over 50% over the past 10 years while adding substantial credit reserves and capital. Over this period we increased average common equity by over 35% to $237 billion, and average tangible common equity ("TCE")1 by over 50% to $191 billion to support growth in the businesses and maintain a fortress balance sheet. We have maintained strong ROE and ROTCE1 over time.
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We have also delivered sustained growth in EPS, BVPS and TBVPS1 over the past 10 years, reflecting compound annual growth rates of 8%, 6% and 8%, respectively over the period.
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1Average TCE, ROTCE and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 113 for a further discussion of these measures.
2Excluding the impact of the enactment of the Tax Cuts and Jobs Act (“TCJA”) of $(2.4) billion and a legal benefit of $406 million (after-tax) in 2017, adjusted net income would have been $26.5 billion, adjusted ROTCE would have been 13% and adjusted EPS would have been $6.87. Adjusted net income, adjusted ROTCE and adjusted EPS are each non-GAAP financial measures; refer to Notes on non-GAAP financial measures, Note 2, on page 113 for a further discussion of these measures.

2021 PROXY STATEMENT3JPMORGAN CHASE & CO.

PROXY SUMMARY
 
Total shareholder return (“TSR”)
 
TSR1 was (6)% in 2020, following a TSR of 47% in 2019 and (7)% in 2018, for a combined three-year TSR of 30%. The graph below shows our TSR expressed as the cumulative return to shareholders over the past decade. As illustrated, a $100 investment in JPMorgan Chase common stock on December 31, 2010 would be valued at $393 as of December 31, 2020, which significantly outperformed the financial services industry over the period, as measured by the S&P Financials Index and the KBW Bank Index.
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1TSR shows the actual return of the stock price, with dividends reinvested.

JPMORGAN CHASE & CO.42021 PROXY STATEMENT

PROXY SUMMARY
 
We are committed to strong corporate governance practices
 
 
Our Board reviews its composition for the right mix of experience, refreshment, skills and diversity
 
We seek directors with experience and demonstrated success in executive fields relevant to the Firm’s businesses and operations who contribute to the Board’s effective oversight of management and its diversity across a range of attributes
Our directors have 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 Chairman is combined with that of the CEO
The Board reviews its leadership structure annually as part of its self-assessment process
Responsibilities of the Lead Independent Director include:
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presides at Board meetings in the Chairman’s absence or
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presides over executive sessions of independent directors
when otherwise appropriate
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engages and consults with major shareholders and other
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acts as liaison between independent directors and the

constituencies, where appropriate
Chairman/CEO
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guides the annual performance review of the Chairman/ CEO
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provides advice and guidance to the CEO on executing long-term strategy
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guides the annual independent director consideration of Chairman/CEO compensation
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advises the CEO of the Board’s information needs
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guides the full Board in its consideration of CEO succession
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meets one-on-one with the Chairman/CEO following executive sessions of independent directors
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guides the self-assessment of the Board
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has the authority to call for a Board meeting or a meeting of independent directors
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approves agendas and adds agenda items for Board meetings and meetings of independent directors
 
Our Board provides independent oversight of the Firm’s business and affairs
 
Sets the cultural “tone at the top”
Reviews the Firm’s strategic objectives and plans
Evaluates the CEO’s performance and oversees talent management for other senior executives
Oversees the Firm’s financial performance and condition
Oversees the Firm’s risk management and internal control frameworks
 
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”) matters
In 2020, our shareholder engagement initiatives included:
Shareholder Outreach Program: In approximately 100 engagements with nearly 60 shareholders representing approximately 45% of the Firm’s outstanding common stock, we solicited feedback on strategy, financial and operating performance, governance, executive compensation and environmental and social matters, among others. Some of our directors, including our new Lead Independent Director, participated in engagements with several large shareholders.
Meetings/Conferences: Senior management hosted approximately 40 investor meetings, and presented at approximately 10 investor conferences and at the Firm's 2020 Investor Day
Annual Shareholder Meeting: We hosted the Firm's first virtual annual meeting with over 400 shareholders participating, representing an increase of over 800% from the previous annual meeting
 
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


2021 PROXY STATEMENT5JPMORGAN CHASE & CO.

PROXY SUMMARY
 
New this year
 
To meet the unique challenges of 2020, the Firm enhanced existing programs and launched new efforts to demonstrate our continued commitment to shareholders, employees, clients, customers and stakeholders. These efforts are part of our response to some key ESG matters.
 
The Firm's response to COVID-19
 
At the onset of the pandemic, the Firm invoked resiliency plans to allow its businesses to remain operational and implemented alternative work arrangements globally, with the majority of its global workforce working from home, which has continued into 2021
The Firm implemented health and safety protocols and provided additional benefits to employees during the pandemic, including:
enhanced office hygiene measures;
over $100 million in special payments to employees whose job requires them to continue working onsite, with a focus on those with compensation of less than $60,000;
additional paid days off to manage personal needs;
additional support for employees with childcare needs; and
expanded healthcare and well-being resources
Additionally, the Firm responded to increased market volatility, client demand for credit and liquidity, distress in certain industries/sectors and the ongoing impacts to consumers and businesses
The Firm supported clients and customers by providing assistance primarily in the form of payment deferrals on loans and extending credit, including through participation in the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP")
The Firm has committed $250 million to help address humanitarian needs and long-term economic challenges posed by the pandemic on the communities in which the Firm operates
 
Our Path Forward – $30 billion commitment to advance racial equity
 
Building on existing investments to maintain a culture of respect and inclusion and advance racial equity, in 2020, we announced that we will commit $30 billion over the next five years to advance racial equity and combat systemic racism within the communities in which we work. We will harness our expertise in business, policy and philanthropy and will work to:
Promote affordable housing and homeownership for underserved communities through new home purchase loans and refinancing loans for Black and Latinx households and financing of affordable rental units
Grow Black and Latinx-owned businesses by providing additional loans to small businesses and supplier opportunities
Improve financial health and access to banking in Black and Latinx communities
Accelerate investment in employees and build a more diverse and inclusive workforce by holding executives accountable for progress on diversity, equity and inclusion priorities
 
Advancing climate solutions
 
Climate change is a critical issue, and JPMorgan Chase strives to do our part in collaboration with clients, shareholders, policymakers and other stakeholders. Last year, a shareholder proposal concerning climate change risk reporting received support from 48.6% of our shareholders. The Firm has embarked on numerous initiatives that are responsive to that proposal and underscore our ongoing efforts to advance sustainability in our operations and financing activities. We continue to undertake credit and environmental due diligence for clients in different sectors in line with our internal risk policy and standard requirements, evaluating necessary information to make well informed and commercial risk decisions relative to our risk tolerances. In 2020, the Firm:
Committed to align our financing activities in three sectors—oil and gas, electric power and automotive manufacturing—with the goals of the Paris Agreement.
Launched the Center for Carbon Transition to engage clients on their long-term business strategies and provide centralized access to sustainability-focused financing, research and advisory solutions
Promoted sustainable development by completing the Firm's inaugural green bond issuance of $1 billion
Sourced renewable energy for 100% of our global power needs and committed to become carbon neutral in our operations
Enhanced our policy and industry engagement through participation in the Climate Leadership Council and Rocky Mountain Institute's Center for Climate-Aligned Finance
JPMORGAN CHASE & CO.62021 PROXY STATEMENT

PROXY SUMMARY
 
Proposal 1: Election of Directors – page 10
 
The Board of Directors has nominated the 10 individuals listed below. All are independent other than our CEO. If elected at our annual meeting, all nominees are expected to serve until next year’s annual meeting.
Nominee/Director of
JPMorgan Chase since1
AgePrincipal Occupation
Other Public
Company Boards (#)
Committee Membership2
 
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Linda B. Bammann
Director since 2013
65
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.3
0
Risk (Chair);
Compensation & Management
Development
 
 
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Stephen B. Burke
(Lead Independent Director) Director since 2004
62Retired Chairman and Chief Executive Officer of NBCUniversal, LLC1
Compensation & Management
Development (Chair);
Corporate Governance &
Nominating
 
 
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Todd A. Combs
Director since 2016
50Investment Officer at Berkshire Hathaway Inc.
President and CEO of GEICO
0
Corporate Governance &
Nominating (Chair);
Compensation & Management Development
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James S. Crown
Director since 2004
67Chairman and Chief Executive Officer of Henry Crown and Company1
Public Responsibility (Chair);
Risk
 
 
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James Dimon
Director since 2004
65Chairman and Chief Executive Officer of JPMorgan Chase & Co.0
 
 
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Timothy P. Flynn
Director since 2012
64Retired Chairman and Chief Executive Officer of KPMG International2Audit (Chair)
 
 
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Mellody Hobson
Director since 2018
52Co-CEO and President of Ariel Investments, LLC1Public Responsibility;
Risk
 
 
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Michael A. Neal
Director since 2014
68Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital0
Audit;
Public Responsibility
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Phebe N. Novakovic
Director since 2020
63Chairman and Chief Executive Officer of General Dynamics Corporation1Audit
 
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Virginia M. Rometty
Director since 2020
63Retired Executive Chairman, President and Chief Executive Officer of International Business Machines Corporation0
Compensation & Management Development;
Corporate Governance & Nominating

 
1Director of a heritage company of the Firm as follows: Bank One Corporation: Mr. Burke (2003–2004), Mr. Crown (1996–2004), Mr. Dimon, Chairman of the Board (2000–2004); First Chicago Corp.: Mr. Crown (1991–1996).
2Principal standing committee
3Retired from JPMorgan Chase & Co. in 2005


2021 PROXY STATEMENT7JPMORGAN CHASE & CO.

PROXY SUMMARY
Proposal 2: Advisory resolution to approve executive compensation – page 37
We are submitting an advisory resolution to approve the compensation of our Named 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 How We Do Business Principles ("Business Principles") and strategic framework form the basis of our Operating Committee ("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 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.
3. How performance determined pay in 2020
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 83% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk performance share units ("PSUs"). Other NEO pay is also strongly aligned to Firm and line of business ("LOB") performance, with a majority of variable pay deferred into equity, of which 50% is in at-risk PSUs.
Disciplined performance assessment process to determine pay
The CMDC uses a balanced discretionary approach to determine annual compensation, which includes a disciplined assessment of performance against the aforementioned four broad dimensions over a sustained period of time. For 2020, compensation awarded to the OC members also represents a balance between the outstanding efforts and performance of the Firm during COVID-19 with the impact of the pandemic on the Firm's other stakeholders.
The table below summarizes the salary and incentive compensation awarded to our NEOs for 2020 performance.
Incentive Compensation
Name and principal positionSalaryCashRestricted
stock units
Performance
share units
Total
James Dimon
Chairman and CEO
$1,500,000$5,000,000$$25,000,000$31,500,000 

Daniel Pinto1
Co-President and Co-Chief Operating Officer;
CEO Corporate & Investment Bank
8,240,2908,129,8558,129,85524,500,000 
Gordon Smith
Co-President and Co-Chief Operating Officer;
CEO Consumer & Community Banking
750,0008,700,0006,525,0006,525,00022,500,000 
Mary Callahan Erdoes
CEO Asset & Wealth Management
750,0008,100,0006,075,0006,075,00021,000,000 
Jennifer Piepszak
Chief Financial Officer
750,0004,500,0003,375,0003,375,00012,000,000 
1Mr. Pinto, who is based in the U.K., received a fixed allowance of $7,635,000 paid in British pound sterling and a salary of £475,000.




JPMORGAN CHASE & CO.82021 PROXY STATEMENT

PROXY SUMMARY
Proposal 3: Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021 – page 84
We are seeking approval of our Amended and Restated Long-Term Incentive Plan (the “2021 Plan”), to renew the term of the Amended and Restated Long-Term Incentive Plan approved by shareholders on May 15, 2018 (the “2018 Plan”) by four years, to a term date of May 31, 2025, and to authorize approximately 29 million additional shares, bringing the total number of shares authorized under the Plan to 85 million shares (which is unchanged from the 2018 Plan). During our 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 and the Board considered this feedback in determining the number of shares to request for authorization under the 2021 Plan.
The 2021 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 (which are unchanged from the 2018 Plan).
Proposal 4: Ratification of Firm’s independent registered public accounting firm – page 92
The 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, 2021. A resolution is being presented to our shareholders requesting ratification of PwC’s appointment.

2021 PROXY STATEMENT9JPMORGAN CHASE & CO.







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.
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RECOMMENDATION:
Vote FOR all nominees


JPMORGAN CHASE & CO.102021 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Key factors for shareholder consideration
1
Director nominees, Director independence, recruitment & re-nomination
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
Since the 2020 Annual Meeting, a new director has been nominated for election, and one director retired
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Pages
12-21
2Board Governance
Lead Independent Director facilitates independent oversight of management
Board conducts an annual self-assessment and review of its leadership structure
Board sets the cultural “tone at the top”
Board carries out a significant portion of its oversight responsibilities through its committees, allowing more in-depth attention devoted to overseeing key issues
Pages
22-27

3Board oversight of the business and affairs of the Firm
Board actively oversees the business and affairs of the Firm based on sound governance practices and effective leadership structure
Board reviews the strategic objectives and plans of the Firm
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 talent management for other senior executives

Pages
28-29
4Board engagement with the Firm’s stakeholders
We reached out to over 100 of our largest shareholders, representing over 50% of the Firm’s outstanding common stock, and proxy advisory firms. In approximately 100 engagements with nearly 60 shareholders representing approximately 45% of the Firm’s outstanding common stock, we received feedback on strategy, financial and operating performance, governance, executive compensation, and environmental and social matters, among other matters. Some of our directors, including our new Lead Independent Director, participated in discussions with several large shareholders
The Board engages with, and reviews feedback from, our stakeholders, including shareholders, employees, customers, suppliers and communities in which we work
Pages
30-31

2021 PROXY STATEMENT11JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
1. Director nominees
Our Directors
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 experience 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 experience, perspectives and viewpoints, including diversity with respect to gender, race, ethnicity and nationality.
The individuals presented on the following pages have been nominated for election because 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 framework, and management’s execution of its responsibilities.
In the biographical information about our director nominees that follows, the ages indicated are as of May 18, 2021, and the other information is as of the date of this proxy statement. There are no family relationships among the director nominees or between the director nominees and any executive officer. Unless otherwise stated, all nominees have been continuously employed by their present employers for more than five years.
All of the nominees are currently directors of the Firm. Other than Ms. Novakovic, who was elected to the Board effective December 2020, each was elected to the Board by our shareholders at our 2020 annual meeting.
Each nominee has agreed to be named in this proxy statement and, if elected, to serve a one-year term expiring at our 2022 annual meeting.
Directors are expected to attend our annual shareholder meetings. Nine of the ten directors serving on our Board at the time of the 2020 annual meeting attended the meeting. One director was unable to attend due to a prior professional obligation.
COMPOSITION OF BOARD NOMINEES
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JPMORGAN CHASE & CO.122021 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
ATTRIBUTES AND SKILLS OF THE NOMINEES
When selecting and recruiting candidates, the Board considers a wide range of attributes, executive experience and skills.
All of our nominees possess: integrity, judgment, strong work ethic, strength of conviction, collaborative approach to engagement, inquisitiveness, independent perspective 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
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10 Nominees
FINANCIAL SERVICES
Experience in or with the financial services industry, including investment banking, global financial markets or consumer products and services, allows Board members to evaluate the Firm’s business model, strategies and the industry in which we compete
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7 Nominees
INTERNATIONAL
BUSINESS OPERATIONS
Experience in diverse geographic, political and regulatory environments enables the Board to effectively oversee the Firm as it serves customers and clients across the globe
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9 Nominees
LEADERSHIP OF A
LARGE, COMPLEX
ORGANIZATION
Executive experience managing business operations and strategic planning allows Board members to effectively oversee the Firm’s complex worldwide operations
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10 Nominees
MANAGEMENT
DEVELOPMENT,
SUCCESSION PLANNING,
AND
COMPENSATION
Experience in 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
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10 Nominees
PUBLIC COMPANY
GOVERNANCE
Knowledge of public company governance matters, policies and best practices assists the Board in considering and adopting applicable corporate governance practices, interacting with stakeholders and understanding the impact of various policies on the Firm’s functions
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10 Nominees
TECHNOLOGY
Experience with or oversight of innovative technology, cybersecurity, information systems/data management, 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
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8 Nominees
REGULATED
INDUSTRIES
Experience with regulated businesses, regulatory requirements and relationships with global regulators is important because the Firm operates in a heavily regulated industry
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10 Nominees
RISK MANAGEMENT
AND CONTROLS
Skills and experience in assessment and management of business and financial risk factors allow the Board to effectively oversee risk management and understand the most significant risks facing the Firm
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10 Nominees


2021 PROXY STATEMENT13JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
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Age: 65
Director since: 2013
Committees:
Risk Committee (Chair)
Compensation & Management Development Committee
Director Qualification Highlights:
Financial services
Regulated industries
Risk management and controls
Linda B. Bammann
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.
Through her service on other boards, including as Chair of the Business and Risk Committee of the Federal Home Loan Mortgage Corporation and her management tenure at JPMorgan Chase and Bank One Corporation, Ms. Bammann has developed insight and wide-ranging experience in financial services and extensive expertise in risk management and regulatory issues.
Career Highlights
JPMorgan Chase & Co., a financial services company (merged with Bank One Corporation in July 2004)
Deputy Head of Risk Management (2004–2005)
Chief Risk Management Officer and Executive Vice President, Bank One Corporation (2001–2004)
Senior Managing Director, Banc One Capital Markets (2000–2001)
Other 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
Education
Graduate of Stanford University
M.A., Public Policy, University of Michigan
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Age: 62
Director since: 2004
Committees:
Compensation & Management Development Committee (Chair)
Corporate Governance & Nominating Committee
Director Qualification Highlights:
Finance and accounting
Leadership of a large, complex organization
Regulated industries
Stephen B. Burke (Lead Independent Director)
Retired Chairman and Chief Executive Officer of NBCUniversal, LLC
Mr. Burke’s roles at Comcast Corporation and his prior work at other large global media corporations have given him broad exposure to the challenges associated with managing large and diverse businesses. In these roles, he has dealt with a variety of issues including audit and financial reporting, risk management, executive compensation, sales and marketing, technology and operations. These experiences have also provided Mr. Burke a background in regulated industries and international business. Mr. Burke retired from his executive and board positions at NBCUniversal and Comcast in 2020.
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)
Other Public Company Directorships Within the Past Five Years
Berkshire Hathaway Inc. (since 2009)
Education
Graduate of Colgate University
M.B.A., Harvard Business School
JPMORGAN CHASE & CO.142021 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
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Age: 50
Director since: 2016
Committees:
Corporate Governance & Nominating Committee (Chair)
Compensation & Management Development Committee
Director Qualification Highlights:
Financial services
Regulated industries
Risk management and controls
Todd A. Combs
President and Chief Executive Officer of GEICO and Investment Officer at Berkshire Hathaway Inc.
Mr. Combs’ roles have provided him with extensive experience in financial markets, risk assessment and regulatory matters. His service on three of Berkshire Hathaway’s subsidiary boards has given him expertise and insight into matters such as corporate governance, strategy, succession planning and compensation.
Career Highlights
Berkshire Hathaway Inc., a holding company whose subsidiaries engage in a number of diverse business activities including finance, insurance and reinsurance, utilities and energy, freight rail transportation, manufacturing, retailing and other services
President and CEO, GEICO (since 2020)
Investment Officer (since 2010)
Castle Point Capital Management
CEO and Managing Member (2005–2010)

Other Public Company Directorships Within the Past Five Years
None
Education
Graduate of Florida State University
M.B.A., Columbia Business School
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Age: 67
Director since: 2004
Committees:
Public Responsibility Committee (Chair)
Risk Committee
Director Qualification Highlights:
Financial services
Management development and succession planning
Risk management and controls

James S. Crown
Chairman and Chief Executive Officer of Henry Crown and Company
Mr. Crown’s position with Henry Crown and Company and his service on other public company boards have given him extensive experience with risk management, audit and financial reporting, investment management, capital markets activity and executive compensation matters.
Career Highlights
Henry Crown and Company, a privately owned investment company that invests in public and private securities, real estate, and operating companies
Chairman and Chief Executive Officer (since 2018)
President (2002–2017)
Vice President (1985–2002)
Other Public Company Directorships Within the Past Five Years
General Dynamics (since 1987) — Lead Director since 2010
Other Experience
Chairman of the Board of Trustees, Aspen Institute
Trustee, Museum of Science and Industry
Trustee, University of Chicago
Member, American Academy of Arts and Sciences
Former member, President’s Intelligence Advisory Board
Education
Graduate of Hampshire College
J.D., Stanford University Law School


2021 PROXY STATEMENT15JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
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Age: 65
Director since: 2004 and Chairman of the Board since 2006
Director Qualification Highlights:
Financial services
Leadership of a large, complex organization
Management development and succession planning
Regulated industries
James Dimon
Chairman and Chief Executive Officer of JPMorgan Chase & Co.
Mr. Dimon is an experienced leader in the financial services industry and has extensive international business expertise. As CEO, he is knowledgeable about all aspects of the Firm’s business activities. His work has given him substantial insight into the regulatory process.
Career Highlights
JPMorgan Chase & Co., a financial services company (merged with Bank One Corporation in July 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)
Other 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
Education
Graduate of Tufts University
M.B.A., Harvard Business School
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Age: 64
Director since: 2012
Committees:
Audit Committee (Chair)
Director Qualification Highlights:
Finance and accounting
Leadership of a large, complex organization
Risk management and controls
Timothy P. Flynn
Retired Chairman and Chief Executive Officer of KPMG International
Through his leadership positions at KPMG, Mr. Flynn gained perspective on the evolving business and regulatory environment, expertise in many of the issues facing complex, global companies, and extensive experience in financial services, auditing matters and risk management.
Career Highlights
KPMG International, a global professional services organization providing audit, tax and advisory services
Chairman, KPMG International (2007–2011)
Chairman, KPMG LLP (2005–2010)
Chief Executive Officer, KPMG LLP (2005–2008)
Vice Chairman, Audit and Risk Advisory Services, KPMG LLP (2001–2005)
Other Public Company Directorships Within the Past Five Years
United Healthcare (since 2017)
Wal-Mart Stores, Inc. (since 2012)
Alcoa Corporation (2016–2021)
Chubb Corporation (2013–2016)
Other Experience
Member of Board of Trustees, The University of St. Thomas
Former Trustee, Financial Accounting Standards Board
Former Member, World Economic Forum’s International Business Council
Former Board Member, International Integrated Reporting Council
Education
Graduate of The University of St. Thomas
JPMORGAN CHASE & CO.162021 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
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Age: 52
Director since: 2018
Committees:
Public Responsibility Committee
Risk Committee
Director Qualification Highlights:
Financial services
Management development and succession planning
Regulated industries

Mellody Hobson
Co-CEO and President of Ariel Investments, LLC
Ms. Hobson’s roles at Ariel Investments, LLC, as well as on public company boards, have provided her with significant experience in financial services and financial markets, corporate governance, strategic planning, operations, regulatory issues and international business.
Career Highlights
Ariel Investments, LLC, a global asset management firm
Co-CEO (since 2019)
President and Director (since 2000)
Chairman of the Board of Trustees of Ariel Investment Trust, a registered investment company (since 2006)
Regular contributor and analyst on finance, the markets and economic trends for CBS News
Other Public Company Directorships Within the Past Five Years
Starbucks Corporation — Chair (since 2021); Vice Chair (2018-2021); member (since 2005)
DreamWorks Animation SKG, Inc. (2004–2016)
The Estée Lauder Companies Inc. (2005–2018)
Other Experience
Chair, After School Matters
Ex Officio / Former Chair, The Economic Club of Chicago
Executive Committee of the Board of Governors, Investment Company Institute
Vice Chair, World Business Chicago
Former regular contributor and analyst on finance, the markets and economic trends for CBS news
Education
Graduate of the School of Public and International Affairs at Princeton University
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Age: 68
Director since: 2014
Committees:
Audit Committee
Public Responsibility Committee
Director Qualification Highlights:
Financial services
International business operations
Leadership of large, complex organization

Michael A. Neal
Retired Vice Chairman of General Electric Company and Retired 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 globally. His professional background has provided him with extensive expertise and insight in risk management, strategic planning and operations, finance and financial reporting, government and regulatory relations, and management development and succession planning.
Career Highlights
General Electric Company, a global industrial and financial services company
Vice Chairman (2005–2013)
Chairman and Chief Executive Officer, GE Capital (2007–2013)
Other Public Company Directorships Within the Past Five Years
None
Other Experience
Trustee, The GT Foundation of the Georgia Institute of Technology
Education
Graduate of the Georgia Institute of Technology

2021 PROXY STATEMENT17JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
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Age: 63
Director since: 2020
Committees:
Audit Committee
Director Qualification Highlights:
International Business Operations
Leadership of a large complex organization
Technology
Phebe N. Novakovic
Chairman and Chief Executive Officer of General Dynamics
Ms. Novakovic's leadership roles at General Dynamics, as well as her tenure with the Office of Management and Budget and as Special Assistant to the Secretary and Deputy Secretary of Defense, have provided her with significant experience in international business operations, leadership of a large complex organization, and regulated industries and regulatory issues.
Career Highlights
General Dynamics, 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 (2005-2012)
Vice President (2002-2005)
Other Public Company Directorships Within the Past Five Years
General Dynamics - 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
Trustee, Northwestern University
Director, Northwestern Memorial Healthcare
Member, Business Roundtable
Education
Graduate of Smith College
M.B.A., University of Pennsylvania Wharton School
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Age: 63
Director since: 2020
Committees:
Corporate Governance & Nominating Committee
Compensation & Management Development Committee
Director Qualification Highlights:
Leadership of a large, complex organization
Public company governance
Technology
Virginia M. Rometty
Retired Executive Chairman, President and Chief Executive Officer of International Business Machines Corporation (“IBM”)
During her tenure spanning four decades at IBM, Mrs. Rometty has gained extensive expertise in technology, and in all aspects of leading a complex global business, including succession planning, public company governance, as well as operational and regulatory issues. Mrs. Rometty retired from the President and Chief Executive Officer roles at IBM on April 6, 2020 and as Executive Chairman of the Board on December 31, 2020.
Career Highlights
IBM, a global information technology company
Executive Chairman (2020)
Chairman, President and Chief Executive Officer (2012-2020)
Other Public Company Directorships Within the Past Five Years
IBM (2012-2020)
Other Experience
Co-Chair, OneTen
Member, Business Roundtable
Member, Council on Foreign Relations
Member, Peterson Institute for International Economics
Vice Chairman, Board of Trustees, Northwestern University
Board of Trustees, Memorial Sloan-Kettering Cancer Center
Former Member, President’s Export Council
Education
Graduate of Northwestern University
JPMORGAN CHASE & CO.182021 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
Director independence
All of the Firm’s non-management Board members are independent, under both the NYSE corporate governance listing standards and the Firm’s independence standards as set forth in its Governance Principles.
To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must have affirmatively determined that he or she has no material relationships with JPMorgan Chase, either directly or as a partner, shareholder or officer of another organization that has a relationship with the Firm.
In assessing the materiality of relationships with the Firm, the Board considers relevant facts and circumstances. Given the nature and broad scope of the products and services provided by the Firm, there are from time to time ordinary course of business transactions between the Firm and a director, his or her immediate family members, or principal business affiliations. These may include, among other relationships: extensions of credit; provision of other financial and financial advisory products and services; business transactions for property or services; and charitable contributions made by the JPMorgan Chase Foundation or the Firm to a nonprofit organization of which a director is an officer. The Board reviews these relationships to assess their materiality and determine if any such relationship would impair the independence and judgment of the relevant director. The Board considered:
Consumer credit: credit cards issued to directors Bammann, Crown, Flynn, Hobson, Neal, Novakovic and their immediate family members
Wholesale 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 subsidiaries; Henry Crown and Company, for which Mr. Crown is Chairman and Chief Executive Officer, and other Crown family-owned entities; Ariel Investments, LLC, for which Ms. Hobson is Co-Chief Executive Officer and President, and its subsidiaries and funds; certain entities wholly-owned by Ms. Hobson’s spouse; and General Dynamics Corporation, for which Ms. Novakovic is Chairman and Chief Executive Officer, and its subsidiaries
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; purchases from Berkshire Hathaway subsidiaries of private aviation services, professional services related to the Firm’s corporate-owned aircraft, and merchandising fixtures for retail branches; and purchases from General Dynamics subsidiaries of corporate aircraft and associated maintenance services and parts
The Board, having reviewed the relevant relationships between the Firm and each director and nominee, 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, James S. Crown, Timothy P. Flynn, Mellody Hobson, Michael A. Neal, Phebe N. Novakovic and Virginia M. Rometty) had only immaterial relationships with JPMorgan Chase and accordingly is independent. James A. Bell and Laban P. Jackson, Jr., who retired in May 2020, and Lee R. Raymond who retired in December 2020, had only immaterial relationships with JPMorgan Chase and accordingly were independent directors.
All directors who served on the Audit and Compensation & Management Development Committees of the Board were also determined to meet the additional independence and qualitative criteria of the NYSE listing standards applicable to directors serving on those committees. For more information about the committees of the Board, see pages 24-26.

2021 PROXY STATEMENT19JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
Director recruitment
The Governance Committee oversees the ongoing evaluation of candidates for Board membership and the candidate nomination process.
Candidate recommendations
The Governance Committee solicits candidate recommendations from shareholders, directors, and management and has been assisted by a third-party advisor in identifying qualified candidates
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Assessment
In evaluating prospective directors, among other items, the Governance Committee considers:
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 diversity
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Candidate meetings
The potential nominee meets with the Governance Committee, Lead Independent Director, Chairman of the Board, other members of the Board and senior management, as appropriate
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Full Board consideration
The candidate is put forward for consideration by the full Board
Our By-laws also permit 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 to nominate up to 20% of the Board (but in any event at least two directors). For further information, see page 112. All candidates recommended to the Governance Committee are evaluated based on the same standards.
Recent Board Refreshment
Since our last annual shareholders meeting, the Board, using the process described above and taking into account, among other factors, shareholders’ interest in board refreshment and adding directors with experience in technology and leadership of large, complex organizations, elected Phebe N. Novakovic to the Board effective December 2020. Ms. Novakovic has been among a select group of individuals considered as part of the Governance Committee’s evaluation of prospective Board members in recent years and has been an active participant at Firm events, including as a featured speaker. Based on her background and the support of several directors familiar with Ms. Novakovic's diligence, efforts and effectiveness, Mr. Dimon suggested that the Governance Committee consider Ms. Novakovic as a prospective candidate. After members of the Board met with Ms. Novakovic and the Governance Committee reviewed her qualifications, as well as her constructive personal attributes and her independence, Ms. Novakovic was recommended for election to the Board. For information on Ms. Novakovic’s qualifications, see page 18.
JPMORGAN CHASE & CO.202021 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
Director re-nomination
The Governance Committee also oversees the re-nomination process. In determining whether to re-nominate a director for election at our annual meeting, the Governance Committee reviews each director, considering:
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Retirement Policy
Our Governance Principles require a non-management director to offer not to stand for re-election in each calendar year following a year in which the director will be 72 or older. The Board (other than the affected director) then determines whether to accept the offer. The Board believes that the appropriate mix of experience and fresh perspectives is an important consideration in assessing Board composition, and the best interests of the Firm are served by taking advantage of all available talent, and evaluations as to director candidacy should not be determined solely on age.
None of our director nominees will be 72 or older this year.
For a description of the annual Board and committee self-assessment process, see page 27.

2021 PROXY STATEMENT21JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance  
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Board oversight  
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Board engagement
2. Board governance
Strong governance practices
Our Board is guided by the Firm’s Governance Principles, and we adhere to the Commonsense Corporate Governance Principles and the Investor Stewardship Group’s Corporate Governance Principles for U.S. Listed Companies. Our sound governance practices include:
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Annual election of all directors by majority vote
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100% principle standing committee independence
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Lead Independent Director with clearly-defined responsibilities
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Executive sessions of independent directors at each regular Board meeting
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Annual Board and committee self-assessment guided by Lead Independent Director
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No poison pill
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Ongoing director education
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Robust shareholder engagement process, including participation by our Lead Independent Director
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Semi-annual Board review of investor feedback
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Ongoing consideration of Board composition and refreshment, including diversity in director succession
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Strong director attendance: each director attended 75% or more of total meetings of the Board and committees on which he or she served during 2020
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Stock ownership requirements for directors
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Board oversight of corporate responsibility and ESG matters
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Robust anti-hedging and anti-pledging policies
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Direct Board access to management
Our Board’s leadership structure
The Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management.
The Board believes it is important to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individuals serving in leadership positions, the needs and opportunities of the Firm as they change over time and the additional factors described on the following page. The Board has separated the Chairman and CEO positions in the past and may do so again in the future if it believes that doing so would be in the best interest of the Firm and its shareholders.
Based on consideration of the factors described on the following page, our Board has determined that combining the roles of Chairman and CEO is the most effective leadership structure for the Board at this time. The Board believes the present structure provides the Firm and the Board with strong leadership, appropriate independent oversight of management, continuity of experience that complements ongoing Board refreshment, and the ability to communicate their 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 Chairman is combined with that of the CEO, the independent directors appointed a Lead Independent Director. Our Lead Independent Director focuses on the Board’s priorities and processes, facilitates independent oversight of management and promotes open dialogue among the independent directors during Board meetings, at
executive sessions without the presence of the CEO and between Board meetings.
In September 2020, the independent directors of the Board unanimously elected Stephen B. Burke as Lead Independent Director, succeeding Lee R. Raymond, effective January 1, 2021. In electing Mr. Burke as Lead Independent Director, the Board confirmed its March 2020 determination that its leadership structure, with a combined CEO and Chairman and Lead Independent Director, remains in the best interests of the Firm and its shareholders. The directors also considered the Board’s ongoing succession planning for the Lead Independent Director, the skills and attributes required of the role, and Mr. Burke’s background and experience, including his in-depth knowledge of the Firm and its businesses, strong interpersonal skills, demonstrated independent judgment and financial and operational track record as CEO of NBCUniversal. Mr. Raymond announced his resignation from the Board in December 2020, effective at the end of the year.

JPMORGAN CHASE & CO.222021 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance  
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Board oversight  
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Board engagement
Factors the Board considers in reviewing its leadership structure
The Board reviews its leadership structure not less than annually, and conducted its most recent review in March 2021, considering the following factors:
The current composition of the Board
The respective responsibilities for the positions of Chairman and Lead Independent Director (see table below for detailed information)
The people currently in the roles of Chairman and Lead Independent Director and their record of strong leadership and performance in their roles
The policies and practices in place to provide independent Board oversight of management (including Board oversight of CEO performance and compensation, regular executive sessions of the independent directors, Board input into agendas and meeting materials, and Board self-assessment)
The Firm’s circumstances, including its financial performance
The views of our stakeholders, including shareholders
Trends in corporate governance, including practices at other public companies, and studies on the impact of leadership structures on shareholder value
Such other factors as the Board determines
Respective duties and responsibilities of the Chairman and Lead Independent Director
CHAIRMAN OF
THE BOARD:
     
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calls Board and shareholder meetings
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presides at Board and shareholder meetings
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approves Board meeting schedules, agendas and materials, subject to the approval of the Lead Independent Director
LEAD
INDEPENDENT
DIRECTOR:
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presides at Board meetings in the Chairman’s absence or when otherwise appropriate
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acts as liaison between independent directors and the Chairman/CEO
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presides over executive sessions of independent directors
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engages and consults with major shareholders and other constituencies, where appropriate
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provides advice and guidance to the CEO on executing long-term strategy
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guides the annual performance review of the Chairman/CEO
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advises the CEO of the Board’s information needs
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guides the annual independent director consideration of Chairman/CEO compensation
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meets one-on-one with the Chairman/CEO following executive sessions of independent directors
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guides the Board in its consideration of CEO succession
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has the authority to call for a Board meeting or a meeting of independent directors
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guides the self-assessment of the Board
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approves agendas and adds agenda items for Board meetings and meetings of independent directors


2021 PROXY STATEMENT23JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance  
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Board oversight  
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Board engagement
Board meetings
13
Board Meetings
Communication between
meetings as appropriate
8
Executive sessions of
independent directors
Led by Lead Independent Director
43
Meetings of Principal
Standing Committees
18
Meetings of Specific
Purpose Committees
The Board conducts its business as a group and through a well-developed committee structure in adherence to our Governance Principles. The Board has established practices and processes to actively manage its information flow, set meeting agendas and promote sound, well-informed decisions.
Board members have direct access to management and regularly receive information from and engage with management during and outside of formal Board meetings.
In addition, the Board and each committee has the authority and resources to seek legal or other expert advice from sources independent of management.
The full Board met 13 times in 2020. 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 2020.
Committees of the Board
A significant portion of our Board’s oversight responsibilities is carried out through its five independent, principal standing committees: Audit Committee, CMDC, Governance Committee, Public Responsibility Committee ("PRC") and Risk Committee. Allocating responsibilities among committees allows more in-depth attention devoted to the Board’s oversight of the business and affairs of the Firm.
Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.
Each principal standing committee operates pursuant to a written charter. These charters are available on our website at jpmorganchase.com/about/governance/board-committees. Each charter is reviewed at least annually as part of the Board’s and each respective committee’s self-assessment.
The Governance Committee annually reviews the allocation of responsibility among the committees as part of the Board and committee self-assessment. For more information about the self-assessment process, see page 27.
Each committee has oversight of specific areas of business activities and risk, and engages with the Firm’s senior management responsible for those areas.
All committee chairs are appointed at least annually by our Board. Committee chairs are responsible for:
Calling meetings of their committees
Approving agendas for their committee meetings
Presiding at meetings of their committees
Serving as a liaison between committee members and the Board, and between committee members and senior management, including the CEO
Working directly with the senior management responsible for committee mandates
The Board determined each member of the Audit Committee in 2020 (Timothy P. Flynn, Todd A. Combs, Michael A. Neal and Phebe N. Novakovic) to be an audit committee financial expert in accordance with the definition established by the SEC, and that Ms. Bammann, the chair of the Risk Committee, has experience in identifying, assessing and managing risk exposures of large, complex financial firms in accordance with rules issued by the Board of Governors of the Federal Reserve System (“Federal Reserve”).
JPMORGAN CHASE & CO.242021 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance  
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Board oversight  
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Board engagement
Key oversight responsibilities
BOARD OF DIRECTORS
     
AuditCMDCRiskPRCGovernance
 
16 meetings in 2020
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 assure that there is an effective system of controls
Internal control framework
Integrity of financial statements
Compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations
Reputational risks and conduct risks within its scope of responsibility
7 meetings in 2020
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 2020
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
4 meetings in 2020
Oversees:
Community investing and fair lending practices
Political contributions, major lobbying priorities and principal trade association memberships related to public policy
Sustainability, including ESG policies and activities
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
9 meetings in 2020
Oversees:
Proposed nominees for election to the Board
Corporate governance practices applicable to the Firm
The framework for the Board’s self-assessment
Shareholder matters
Board composition and nominees
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.
Other Standing Committees
The Board has two additional standing committees:
Stock Committee: The committee is responsible for implementing the declaration of dividends, authorizing the issuance of stock, administering the dividend reinvestment plan and implementing share repurchase plans. The committee acts within Board-approved limitations and capital plans.
Executive Committee: The committee may exercise all the powers of the Board that lawfully may be delegated, but with the expectation that it would not take material actions absent special circumstances.
The Board may establish additional standing committees as needed.
Specific Purpose Committees
The Board establishes Specific Purpose Committees as appropriate to address specific issues. The Board currently has two such committees, the Markets Compliance Committee and the Omnibus Committee.
The Markets Compliance Committee provides oversight in connection with certain markets-related matters, including the Federal Reserve Consent order and the Deferred Prosecution Agreement entered into with the U.S. Department of Justice to resolve its precious metals and U.S. Treasuries investigations. It oversees and provides guidance to management with respect to relevant aspects of the company’s control agenda and oversees and monitors progress under plans developed by management with respect to these matters.
The Omnibus Committee reviews matters delegated by the Board.
As the Firm achieves its objectives in a specific area, the work of the relevant Specific Purpose Committee will be concluded and, subject to regulatory consent where applicable, the committee will be disbanded.
Additional Specific Purpose Committees may be established from time to time in the future to address particular issues.

2021 PROXY STATEMENT25JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance  
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Board oversight  
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Board engagement
Current Board committee membership
DirectorAuditCMDCGovernancePRCRisk
Specific
Purpose1
Linda B. BammannMemberChairB
Stephen B. Burke2
ChairMemberA
Todd A. CombsMemberChairA
James S. CrownChairMemberB
James Dimon
Timothy P. FlynnChair
Mellody HobsonMemberMemberA
Michael A. NealMemberMemberB
Phebe N. NovakovicMember
Virginia M. RomettyMemberMemberA
1The Board’s Specific Purpose Committees in 2020 were:
A – Markets Compliance Committee
B – Omnibus Committee
2Lead Independent Director
Ms. Novakovic was elected by the Board effective December 2020 and all other directors of the Firm were elected by shareholders in 2020. Ms. Novakovic joined the Audit Committee, and Ms. Rometty joined the CMDC and Governance Committee in January 2021. 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 Chairman of the Board of the Bank; IHC does not have a Chairman of the Board.
JPMORGAN CHASE & CO.262021 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance  
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Board oversight  
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Board engagement
Board and Committee self-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 Board self-assessment is guided by the Lead Independent Director and is conducted in phases.
Determine self-assessment framework
The Governance Committee reviews and provides feedback on the annual self-assessment framework.
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Conduct 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 OCC’s “Heightened Standards” for large national banks.
Board discussion topics include: strategic priorities; board structure; how the board spends its time; oversight of and interaction with management; oversight of culture; diversity and talent and related risk controls framework; and committee effectiveness.
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.
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Hold 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.
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Present action items to full Board
The General Counsel and Lead Independent Director report the feedback received to the Board.
Appropriate action plans are developed to address the feedback received. Throughout the year, the Board and Committees partner with management to execute and evaluate progress on action items.
Director education
Our director education program assists Board members in fulfilling their responsibilities. The director education program commences with an orientation program when a new director joins the Board. Ongoing education is provided through “deep dive” presentations from LOBs, discussions and presentations by subject matter experts and other opportunities, including events that take directors out of the boardroom and provide client, employee and other perspectives that can have a significant impact on the Firm. The program provides education on the Firm’s products, services and lines of business; cybersecurity and technology; significant and emerging risks; and relevant laws, regulations and supervisory requirements and other topics identified by the Board, including ESG issues.

2021 PROXY STATEMENT27JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
3. Board oversight
The Board is responsible for oversight of the business and affairs of the Firm. 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 management’s formulation and implementation of the Firm’s strategic initiatives. 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 CFO provide updates on the Firm’s overall strategic direction, and senior management provides updates on the strategic opportunities and performance, priorities and implementation of strategies in their respective LOBs and Corporate Functions. These management presentations and financial plans 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 and talent management
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.
Succession planning for the CEO and other members of the OC is considered at least annually. The CMDC also discusses at least annually the 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 37.
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 payouts, 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, and the associated risks, in a manner that balances serving the interests of its clients, customers and investors and protects the safety and soundness of the Firm.
The key risk areas of the Firm are managed on a Firmwide basis. Certain risks, such as strategic risk, are overseen by the full Board. 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: oversight of risk may remain with the particular principal standing committee of the Board, the Board may establish or direct a Specific Purpose Committee to oversee management’s addressing of such risk matters, or the Board may ask management to present more frequently to the full Board on the issue.
Conduct risk is the risk that any action or inaction by an employee or employees could lead to unfair client or customer outcomes, impact the integrity of the markets in which the Firm operates or compromise the Firm’s reputation. Conduct risk is overseen by each of the five principal standing committees of the Board, with each committee overseeing conduct risks within that committee's scope of responsibility. Each LOB and Corporate Function is accountable for identifying and managing its conduct risk to promote a culture consistent with the Business Principles. The full set of Business Principles is included in “How We Do
JPMORGAN CHASE & CO.282021 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
Business — The Report,” which is posted on our website at jpmorganchase.com/about/governance. For more information about the Firm’s risk management, see the “Firmwide risk management” section of the 2020 Form 10-K.
Environmental, social and
governance matters
As noted throughout this Proxy, oversight of ESG matters is an important part of the Board's work, and ESG matters are considered in setting the policies and principles that govern our business. More specifically, the Board oversees a range of matters 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.

In particular, the Board’s 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 impact its reputation among all of its stakeholders. In the past year, in addition to the work of the PRC, the Board members contributed to discussions regarding the Firm’s approach to COVID-19, racial equity and climate change, as discussed on page 6.
The Firm is committed to being transparent about our approach to and performance on ESG topics. One way we do this is by publishing an annual ESG Report, which provides information on how we are addressing the ESG matters that we and our stakeholders view as among the most important to our business. We continually monitor the evolving disclosure landscape and evaluate which frameworks best address our stakeholders' interest. As of 2020, our ESG disclosures are informed by the Global Reporting Initiative, Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures ("TCFD"). The ESG information page on our website provides links to numerous JPMorgan Chase publications, documents, policies and other sources of information about various ESG topics, which are available at jpmorganchase.com/about/governance/esg.

2021 PROXY STATEMENT29JPMORGAN CHASE & CO.

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
4. Board engagement
The Board, as a group or as a subset of one or more directors, meets periodically throughout the year with the Firm’s shareholders, employees, regulators, community and business leaders, and other persons interested in our strategy, business practices, governance, culture and performance. For more information, see the CD&A on pages 37-71.

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, 4 New York Plaza, New York, NY 10004-2413.
Shareholders and other interested parties
We have an active and ongoing approach to engagement on a wide variety of topics (e.g., strategy, performance, competitive environment, governance) throughout the year. We interact with and receive feedback from our shareholders and other interested parties. Our shareholder engagement efforts are outlined below.
How we communicate:Who we engage:How we engage:
Annual Report
Proxy Statement
SEC filings
Press releases
Firm website
ESG, TCFD Climate and Corporate Responsibility Reports
Institutional shareholders
Retail shareholders
Investors
Proxy advisory firms
ESG rating firms
Industry thought leaders
Community and business leaders
Quarterly earnings calls
Investor meetings and conferences
Shareholder Outreach Program
Annual Shareholder Meeting
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Semiannual Shareholder Outreach Program:
Twice a year, we conduct a comprehensive formal Shareholder Outreach Program focused on topics including corporate governance, shareholder rights, executive compensation as well as the Firm's social and environmental impact.
We reach out to over 100 of our largest shareholders as well as proxy advisory firms. In these meetings, management shares information and provides updates on aforementioned topics, addresses questions and solicits shareholders' perspectives and feedback. Directors participate in these meetings as appropriate.
Following each Shareholder Outreach Program, shareholders' areas of focus and feedback are provided to the Board.
2020 Engagements
Senior Management
Hosted approximately 40 investor meetings
Presented at approximately 10 investor conferences as well as the Firm's 2020 Investor Day
Met with shareholders and other interested parties around the world
Shareholder Outreach Program
Approximately 100 engagements with nearly 60 shareholders representing approximately 45% of the Firm's outstanding common stock
Directors participated as appropriate
Frequently discussed topics included:
The Firm's strategy, financial and operating performance and risk management in light of COVID-19
Board composition
Board and management succession planning
Enhancements to the executive compensation program and disclosures
The Firm's sustainability efforts, including its Paris-aligned financing commitment
The Firm's efforts to advance racial equity, including its $30 billion commitment
JPMORGAN CHASE & CO.302021 PROXY STATEMENT

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
Employees
Our Board is committed to maintaining a strong corporate culture that, based on our core values of respect, integrity and inclusion, instills and enhances a sense of personal accountability on the part of all of the Firm’s employees.
In addition to discussions at Board meetings with senior management about these efforts, our directors participate in meetings with employees to emphasize this commitment. These meetings include employee town halls, lines of business and leadership team events, annual senior leaders’ meetings and informal sessions with members of the OC and other senior leaders.
Regulators
Our Board and senior leaders commit significant time to meeting with regulators. These interactions help us learn first-hand from regulators about matters of importance to them and their expectations of us. It also gives the Board and management a forum for keeping our regulators well-informed about the Firm’s performance and business practices.
Stakeholders
We share a fundamental commitment to all of our stakeholders, including our customers, suppliers and communities in which we work. As we strive to deliver value, management engages with our stakeholders on a range of issues in a variety of ways. These may include participation in consumer advisory panels, town halls 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, human capital management including diversity, equity and inclusion, climate change risk and ESG-related disclosures.
Management shares insights and feedback from these relationships and engagements with the Board, providing the Board with valuable insights. Board members are also provided opportunities to engage with stakeholders through client events, town halls, business resource groups ("BRG"), and shareholder discussions.

2021 PROXY STATEMENT31JPMORGAN CHASE & CO.

Table of Contents
DIRECTOR COMPENSATION | CORPORATE GOVERNANCE
Director compensation
The Governance Committee is responsible for reviewing director compensation and making recommendations to the Board. In making its recommendations, the Governance Committee annually reviews the Board’s responsibilities and the compensation practices of peer firms, which include the same group of peer firms referenced with respect to the compensation of our NEOs. For more information see “Evaluating market practices” on page 45.
The Board believes a best practice is to link director compensation to the Firm’s performance; therefore, a significant portion of director compensation is paid in common stock.
This year we are also seeking shareholder approval of a proposed new Amended and Restated Long-Term Incentive Plan (“LTIP”), which includes our non-employee director compensation plan. The Firm's current LTIP, which was approved by the shareholders in 2018, also included non-employee director compensation. There has been no increase in non-employee director compensation since 2017. For additional information on the proposed new LTIP, see page 84.
Annual compensation
For each calendar year of service on the Board, each non-employee director receives an annual cash retainer of $100,000 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 $250,000. Compensation paid during 2020, including additional cash compensation paid for certain committee and other service, is described in the following tables.
Each deferred stock unit included in the annual grant to directors represents the right to receive one share of the Firm’s common stock and dividend equivalents payable in deferred stock units for any dividends paid. Deferred stock units have no voting rights. In January of the year immediately following a director’s termination of service, deferred stock units are distributed in shares of the Firm’s common stock in either a lump sum or in annual installments for up to 15 years as elected by the director.
The following table summarizes the 2020 annual compensation for non-employee directors for service on the Boards of the Firm, the Bank and J.P. Morgan Securities plc. There is no additional compensation paid for service on the Board of IHC.
CompensationAmount ($)
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
J.P. Morgan Securities plc Board retainer110,000
The Board may periodically ask directors to serve on one or more Specific Purpose Committees or other committees that are not one of the Board’s principal standing committees or to serve on the board of directors of a subsidiary of the Firm. Any compensation for such service is included in the “2020 Director compensation table” on the next page.
JPMORGAN CHASE & CO.322021 PROXY STATEMENT

Table of Contents
CORPORATE GOVERNANCE | DIRECTOR COMPENSATION
2020 Director compensation table
The following table shows the compensation for each non-employee director in 2020.
Director
Fees earned or
paid in cash ($)1
2020 Stock
award ($)2
Other
fees earned or
paid in cash ($)3
Total ($)
Linda B. Bammann$140,000$250,000$15,000$405,000
James A. Bell4
53,461250,00015,396318,857
Stephen B. Burke115,000250,00077,500442,500
Todd A. Combs109,272250,00015,000374,272
James S. Crown124,272250,00015,000389,272
Timothy P. Flynn136,181250,00078,462464,643
Mellody Hobson115,000250,00052,500417,500
Laban P. Jackson, Jr.5
43,915250,00081,950375,865
Michael A. Neal115,000250,00015,000380,000
Phebe N. Novakovic6,793-1,0197,812
Lee R. Raymond145,000250,00052,500447,500
Virginia M. Rometty61,813-9,27271,085
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 24-26.
2On January 21, 2020, 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 $137.38 per share. The aggregate number of stock and option awards outstanding at December 31, 2020, for each current director is included in the “Security ownership of directors and executive officers” table on page 82 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 and Mr. Jackson, pro-rated compensation during 2020 in consideration of their services as directors of J.P. Morgan Securities plc, the Firm’s principal operating subsidiary outside the U.S. and a subsidiary of the Bank, which began on June 3, 2020, for Mr. Flynn and ended on June 8, 2020, for Mr. Jackson.
4Mr. Bell retired from the Board in May 2020 on the eve of the 2020 annual meeting. Retainers for Board and committee service were pro-rated. Other fees paid to Mr. Bell include an amount for a commemorative item for his service on the Board and an amount to cover taxes for the item.
5Mr. Jackson retired from the Board in May 2020 on the eve of the 2020 annual meeting. Retainers for Board and committee service were pro-rated. Other fees paid to Mr. Jackson include an amount for a commemorative item for his service on the Board and an amount to cover taxes for the item.
Stock ownership: no sales, no hedging, no pledging
As stated in the Governance Principles and further described in “Anti-hedging/anti-pledging provisions” on page 33, 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 his or her service as a Board member for as long as he or she serves on our Board.
Shares held personally by a director may not be held in margin accounts or otherwise pledged as collateral, nor may the economic risk of such shares be hedged.
As detailed on page 82 under “Security ownership of directors and executive officers,” Mr. Crown has 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 Chairman and CEO, and trusts of which Mr. Crown serves as trustee (the “Attributed Shares”). Mr. Crown disclaims beneficial ownership of such Attributed 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 Attributed 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 hedged.
Deferred compensation
Each year, non-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.

2021 PROXY STATEMENT33JPMORGAN CHASE & CO.

OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES | CORPORATE GOVERNANCE
Other corporate governance policies and practices
Shareholder rights
The 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 2022 annual meeting.”
The ability to call a special 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 seek a corporate action by written consent without a meeting on terms substantially similar to the terms applicable to call special meetings
Majority election of directors
No “poison pill” in effect
No super-majority vote requirements in our Certificate of Incorporation or By-laws
The Firm’s Certificate of Incorporation and By-laws are available on our website at jpmorganchase.com/about/governance.
Policies and procedures for approval of related party transactions
The Firm has adopted a written Transactions with Related Persons Policy (“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 Policy include any financial transaction, arrangement or relationship in which the Firm is a participant, the related person has or will have a direct or indirect material interest and the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year.
After becoming aware of any transaction which may be subject to the Policy, the related person 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 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; any controls associated with the transaction; 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, 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 or our banking or other subsidiaries in the ordinary course of business during 2020. Additional transactions may be expected to take place in the future.
Any outstanding loans to the foregoing persons and entities 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 such persons and entities: (i) were made in the ordinary course of business, (ii) were 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 $6.4 million were paid by the Plans to BlackRock. in 2020. JPMorgan Chase UK Retirement Plan paid BlackRock approximately $790,000 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
JPMORGAN CHASE & CO.342021 PROXY STATEMENT

CORPORATE GOVERNANCE | OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES
services from BlackRock, including and related to select market data, analytics and modeling, and paid BlackRock approximately $890,000 in 2020 for the services. JPMorgan Chase paid BlackRock approximately $6.8 million in 2020 to access its Aladdin® platform.
Certain J.P. Morgan mutual funds and subsidiaries entered into a sub-transfer agency agreement with Vanguard and paid Vanguard approximately $380,000 in 2020 for services rendered, primarily accounting, recordkeeping and administrative services.
In 2019, the Firm, as administrative agent and lender, entered into a senior secured reserve-based revolving loan facility (the "RBL") with Sable Land Company, LLC ("Sable"), which was partially owned by funds managed by The Energy and Minerals Group ("EMG"). Former Director Lee Raymond's son serves as Chief Executive Officer of EMG and held one of three EMG board seats on Sable's board. The RBL was entered into in the ordinary course of business, on terms prevailing in the market and, at the time, did not involve more than normal risk of collectability or present other unfavorable features. The Firm's maximum exposure during the period was $470 million of the aggregate $700 million RBL commitments. Prior to the bankruptcy noted below, EMG owned approximately 47% of Sable, and Director Raymond and his son together owned, directly or indirectly, less than 2% of Sable. In June 2020, Sable filed for Chapter 11 bankruptcy and the RBL lenders (including the Firm) provided super-priority debtor-in possession financing, and in January 2021, pursuant to a consensual plan of reorganization, the lenders exchanged this financing and the RBL loans for a $315 million senior-secured bankruptcy exit facility and 100% of the equity of reorganized Sable. EMG supported the plan although its equity in Sable was cancelled.
In January 2019, the Firm entered into agreements for the sale and redevelopment of a retail bank branch property in California to modernize the branch and monetize excess development rights. Following a solicitation and review of proposals from several major real estate developers, a company not affiliated with the Firm or its directors or executive officers was selected to lead the project. The development company is expected to make the purchase through an existing legal entity as a result of which Director James Crown and members of his immediate family are expected to hold indirect equity interests in the property which in the aggregate would exceed 10%. The purchase price will depend upon the development rights attained and is anticipated to exceed $32 million. The transaction has not been consummated and closing is subject to completion of the development entitlements process and satisfaction of other contractual conditions precedent. The transaction is not material to the overall investment holdings of Mr. Crown and members of his immediate family, and it was negotiated with the unaffiliated development company in the ordinary course of business.
In December 2020, as part of the Firm’s plan to invest $30 billion to advance racial equity, the Firm approved co-
investment of up to $200 million on a deal-by-deal basis in Black and Latinx-owned businesses alongside Project Black (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 businesses that (i) are Black or Latinx-owned prior to any investment by Project Black or the Firm, or (ii) will become Black or Latinx-owned by virtue of the investment by Project Black and that will be managed so as to increase diversity into the acquired company’s leadership and management. 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 Mellody Hobson or Ariel Investments, LLC.
Compensation & Management Development Committee interlocks and insider participation
The members of the CMDC are listed on page 26. No member of the CMDC is or ever was a JPMorgan Chase officer or employee, other than Linda B. Bammann, who joined the CMDC on January 1, 2021, and 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 2020, 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 2020, 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 2020. 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. 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

2021 PROXY STATEMENT35JPMORGAN CHASE & CO.

OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES | CORPORATE GOVERNANCE
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 contributions of corporate funds to 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
Prohibit the use of corporate funds to make independent political expenditures, 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.
In January 2021, violence at the U.S. Capitol prompted a six month pause of all contributions from our PAC. During this time, we will re-evaluate our PAC mission, governance and giving strategies. Conclusions stemming from our review will be publicly disclosed.
For further information regarding the Firm’s policy engagement, political contributions and lobbying activity, see our website at jpmorganchase.com/about/governance/political-engagement-and-public-policy.
Code of Conduct
The Code of Conduct is a collection of principles designed to assist employees and directors in making decisions about their conduct in relation to the Firm’s business.
Employees and directors are trained on the principles, obligations, and requirements under the Code of Conduct. They must annually affirm that they have read, understand, and are in compliance with the Code of Conduct. They are required to raise concerns about misconduct and report any potential or actual 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, the Office of the General Counsel, or via the JPMC Conduct Hotline, either by phone, online or mobile. The Hotline is anonymous, except in certain non-U.S. jurisdictions where anonymous reporting is prohibited. It is available 24/7 globally, with translation services. It is maintained by a third party service provider.
Employees in Human Resources and Global Security follow specific procedures when handling employee-initiated complaints. Suspected violations of the Code of Conduct, other 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. Compliance and Human Resources report periodically to the Audit Committee on the Code of Conduct program. The CMDC periodically reviews reports from management regarding significant conduct issues and any related employee actions.
Code of Ethics for Finance Professionals
The Code of Ethics for Finance Professionals, a supplement to the Code of Conduct, applies to the CEO, CFO, Chairman, Controller and all other professionals of the Firm worldwide serving in a finance, accounting, treasury, tax or investor relations role. The purpose of our Code of Ethics is to promote honest and ethical conduct and adherence with the law in connection with the maintenance of the Firm’s financial books and records and the preparation of our financial statements. It also addresses the reporting of potential conflicts of interest and any suspected violations or other matters that would compromise the integrity of the Firm’s financial statements.
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, contractors and other third parties working on behalf of the Firm, as well as to the owners, officers, directors, employees and contractors of these supplier organizations and entities. The Supplier Code 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 competition laws, taxes, anti-corruption, political activity, environmental, social and human rights, and other matters.
JPMORGAN CHASE & CO.362021 PROXY STATEMENT







Executive Compensation






Proposal 2: Advisory resolution to approve executive compensation
Approve the Firm’s compensation practices and principles and their implementation for 2020 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_82a.jpg
RECOMMENDATION:
Vote FOR approval of this advisory resolution to approve executive compensation



2021 PROXY STATEMENT37JPMORGAN CHASE & CO.

OVERVIEW
We believe our compensation philosophy promotes an equitable and well-governed, long-term approach to compensation, including pay-for-performance practices that attract and retain top talent, are responsive to and aligned with shareholders, and encourage a shared success culture in support of our Business Principles and strategic framework
OUR LONG-
TERM APPROACH
TO EXECUTIVE
COMPENSATION:
DISCIPLINED
PERFORMANCE
ASSESSMENT TO
DETERMINE PAY
The Firm’s 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 programs play a significant role in our ability to attract, retain and properly motivate the highest quality workforce.
The foundations of our compensation practices are a focus on performance within a controlled environment, alignment with the interests of shareholders, sensitivity to the relevant marketplace and a long-term view consistent with our Business Principles and strategic framework.
The Compensation Discussion and Analysis that follows describes our compensation philosophy and pay-for-performance framework, and discusses how compensation for the Firm’s Named Executive Officers is aligned with the Firm’s long-term performance and with our shareholders’ interests.

PROPOSAL 2 – ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
As required by Section 14A of the Securities Exchange Act of 1934, as amended, 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 2020 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.”
This advisory vote will not be binding upon the Board of Directors. However, the Compensation & Management Development Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
JPMORGAN CHASE & CO.382021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Compensation Discussion and Analysis
The following CD&A is organized around three key factors for shareholders to consider:
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
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Pay Determination
The CMDC uses informed judgement to determine OC members’ pay based on four broad performance dimensions over the long-term (see section 2 below), and after considering competitive market practices
PSU Payout
The PSU calculation links the ultimate payout of awards to pre-established absolute and relative ROTCE goals, subject to risk and control features
2020 PSU Award Design and Disclosures
As part of its review of the PSU design in 2020, the CMDC considered the strong (92%) support our Say on Pay resolution received at our annual meeting of shareholders in May 2020 and decided to maintain the same design, including the several enhancements made in the previous year. Several executive compensation disclosure enhancements requested by shareholders have also been maintained
Pages
40-52
2  HOW WE PERFORMED AGAINST OUR BUSINESS STRATEGY
2020 Business Results
The Firm continued to build upon its strong momentum from prior years amid the unprecedented health and economic consequences of COVID-19
Risk, Controls & Conduct
Continued to invest in our cyber defense capabilities, training and partnerships
Continued to enhance risk, controls and conduct information provided to managers to use during performance reviews and employee conduct inquiry & investigation processes
Client/Customer/Stakeholder
Examples of external recognition3 we received in 2020 include:
CCB: #1 primary bank within Chase footprint
CIB: #1 in Markets revenue and Investment Banking fees
CB: #1 multifamily lender
AWM: Best Private Bank in the World
Continued to make investments in enhancing client/customer experience through new and expanded digital capabilities, and to promote inclusive, sustainable growth and opportunity in communities where we operate
Teamwork & Leadership
Continued to invest in succession planning; diversity, equity and inclusion; leadership and employee growth; and benefits & wellness best practices, including COVID-19 support
Dedicated to a culture that enables leaders and their teams to grow and succeed
Expanded the Operating Committee, which includes diverse representation
$29.1B
NET INCOME
$8.88
EPS
12% | 14%
  ROE ROTCE1
$16.3B
NET CAPITAL DISTRIBUTIONS2
 
Pages
53-64
3  
HOW PERFORMANCE DETERMINED PAY IN 2020
After considering the Firm’s consistently strong 2020 and multi-year performance against its business strategy under Mr. Dimon’s stewardship, the Board awarded him $31.5 million in total compensation for 2020 (unchanged from 2019). For 2020, compensation awarded to the OC members also represents a balance between the outstanding efforts and performance of the Firm during COVID-19 with the impact of the pandemic on the Firm's other stakeholders
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Pages
65-71
1ROTCE is a non-GAAP financial measure; refer to Note 1 on page 113 for a further discussion of this measure.
2Reflects common dividends and common stock repurchases, net of common stock issued to employees.
3For external recognition sources for CCB, CIB and AWM, refer to pages 68-70; CB recognition is from S&P Global Market Intelligence as of December 31, 2020.
4Total compensation range for Other NEOs includes Mr. Pinto. Pay mix components for Other NEOs exclude Mr. Pinto. The terms and conditions of Mr. Pinto’s compensation reflect the requirements of E.U. and U.K. regulations. Refer to Note 1 on page 46 for additional information on Mr. Pinto’s pay mix.

2021 PROXY STATEMENT39JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
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
 
The Firm’s Business Principles and culture are fundamental to our success in the way 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
 
Guided by our Business Principles, our strategic framework provides holistic direction for the Firm and focuses on three primary strategic tenets:
Operating exceptional client franchises;
Maintaining our fortress balance sheet and principles; and
Adding long-term shareholder value.
Each year, the Operating Committee reviews the strategic framework to consider enhancements to the framework and its underlying tenets and priorities, and to adapt to changes in the competitive and market landscape if necessary, by considering the Firm’s strengths and challenges and the Firm’s performance over the prior year. In 2020, the CMDC approved the Firm’s strategic framework as the priorities of the CEO, including the 11 strategic priorities listed below.
 
     Exceptional
Client Franchises
     
Customer centric and easy to do business with
Relevant to our customers
Focus on safety and security
Powerful brands
  
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Fortress Balance
Sheet and Principles
 
Capital and liquidity
Risk governance and controls
Culture and conduct

 
 
Long-Term
Shareholder Value
 
Continuously investing in the future while maintaining expense discipline
Focus on customer experience and innovation
Talent and Diversity

Local community engagement
 
 
Businesses and functions 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.
 
JPMORGAN CHASE & CO.402021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy
  
Also guided by our Business Principles, our compensation philosophy is fundamental to our goal to attract, retain, and motivate our workforce in a competitive market.
Paying for performance
and aligning with
shareholders’ interests
  Encouraging a shared
success culture
  Attracting and
retaining top talent
  
Integrating risk
management and
compensation
 No special perquisites
and non-performance
based compensation
 Maintaining strong
governance
 Transparency with
shareholders
Performance Assessment
  
In accordance with our compensation philosophy, the CMDC uses a balanced and disciplined approach to assess OC member performance throughout the year against four broad dimensions:
Business Results, including absolute and relative performance over multiple years
Risk, Controls & Conduct, including feedback received from the Firm’s risk and control professionals
Client/Customer/Stakeholder, including our engagement in communities and commitment to provide economic opportunity to underserved communities
Teamwork & Leadership, including creating a diverse, inclusive, respectful and accountable environment and developing employees, managers and leaders
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Pay Determination and Pay Mix
  Following the performance assessment process, the CMDC determines the total compensation for each OC member, as well as their respective pay mix. Pay mix may include salary, cash incentive, Restricted Stock Units ("RSUs") and formula-based PSUs. Pay levels and pay mix are determined in the context of competitive market practices.
 
image_52a.jpg
In summary, the CMDC believes that the disciplined and holistic process it follows for determining OC member pay is appropriately balanced by the formula used in our PSU program that ultimately determines OC member payout.
DISCIPLINED DISCRETION TO DETERMINE PAY
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FORMULA TO DETERMINE PAYOUT


2021 PROXY STATEMENT41JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
Our compensation philosophy, pay practices and governance process
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.
COMPENSATION PHILOSOPHY
Our compensation philosophy provides the guiding principles that drive compensation-related decisions across all levels of the Firm. We believe our compensation philosophy promotes an equitable and well-governed approach to compensation, which includes pay-for-performance practices that attract and retain top talent in a competitive market, is responsive to and aligned with shareholders, reinforces our culture and Business Principles, and integrates risk, controls and conduct considerations.
PAYING FOR
PERFORMANCE
AND ALIGNING WITH
SHAREHOLDERS’
INTERESTS
In making compensation-related decisions, we focus on risk-adjusted performance (the Firm’s risk and control professionals help contextualize the risk taken to achieve the return) and reward behaviors that generate sustained value for the Firm. This means that compensation should not be overly formulaic, rigid or focused on the short-term.
A majority of OC member incentive compensation should be in equity that vests over multiple years to align with sustained performance.
 
 
ENCOURAGING A
SHARED SUCCESS
CULTURE
Teamwork and leadership should be encouraged and rewarded to foster a culture that supports our Business Principles.
Contributions 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
Our long-term success depends on the talents of our employees. Our compensation philosophy plays a significant role in our ability to attract, properly motivate and retain top talent.
Competitive and reasonable compensation should help attract and retain the best talent to grow and sustain our business.
 
 
INTEGRATING RISK
MANAGEMENT AND
COMPENSATION
Risk management, compensation recovery, and repayment policies should be robust and designed to encourage behaving with standards of integrity that are required by our culture and Business Principles. Excessive risk-taking should be deterred.
Conduct matters should be reviewed following Firmwide frameworks.
Recoupment policies should include recovery of cash and equity compensation.
Our pay practices must comply with applicable rules and regulations, both in the U.S. and globally.
 
 
NO SPECIAL
PERQUISITES AND
NON-PERFORMANCE
BASED
COMPENSATION
Compensation should be straightforward and consist primarily of cash and equity incentives.
We 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
Strong corporate governance is fostered by independent Board oversight of our executive compensation program by the CMDC, including defining the Firm’s compensation philosophy, reviewing and approving the Firm’s overall incentive compensation pools, and approving compensation for our OC, including the terms of compensation awards; CEO compensation is subject to full Board ratification.
We have a rigorous process in place to review risk, control and conduct issues at the Firm, line of business, functional, and regional levels, which can impact compensation pools as well as reduce compensation at the individual level, in addition to other employee actions.
  
 
TRANSPARENCY WITH
SHAREHOLDERS
Transparency to shareholders regarding our executive compensation program is important. We disclose all material terms of our executive pay program and any actions on our part in response to significant events, as appropriate.
 

JPMORGAN CHASE & CO.422021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
The effectiveness of our compensation program is dependent upon the alignment of sound pay-for-performance practices with our compensation philosophy. Highlighted below are pay practices that are integral to our compensation program, as well as certain pay practices that we chose not to implement.
WE ADOPT SOUND PAY PRACTICES
image_212a.jpg
Principles-based compensation philosophy – Guiding principles that drive compensation-related decision-making across all levels of the Firm
image_212a.jpg
Competitive benchmarking – We evaluate pay levels and pay practices against relevant market data
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Robust anti-hedging/anti-pledging provisions – Strict prohibition on hedging and pledging of unvested awards and shares owned outright
image_212a.jpg
Responsible use of equity – We used less than 1% of weighted average diluted shares in 2020 for employee compensation
image_212a.jpg
Strong clawback provisions – Comprehensive recovery provisions that enable us to cancel or reduce unvested awards and require repayment of previously awarded compensation, if appropriate
image_212a.jpg
Risk, controls and conduct impact pay – We consider material risk, controls and conduct issues and make adjustments to compensation, if appropriate
image_212a.jpg
Pay at risk – OC member compensation is predominantly “at-risk” and contingent on the achievement of performance goals that are integrally linked to shareholder value and safety and soundness
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Strong share holding requirements – OC members are required to retain significant portions of net shares received from awards to increase ownership over the long-term
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Majority of variable pay is in deferred equity – Most OC member variable compensation is deferred in the form of PSUs and RSUs that vest over three years1
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Robust shareholder engagement – Each year we provide the Board with feedback from our shareholders on a variety of topics, including our compensation programs and practices
WE AVOID POOR PAY PRACTICES
image_46.jpg
No golden parachute agreements – We do not provide additional payments or benefits as a result of a change-in-control event
image_46.jpg
No guaranteed bonuses – We do not provide guaranteed bonuses, except for select individuals at hire
image_46.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 up to a maximum credited salary
image_46.jpg
 
No special executive benefits
No private club dues or 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 programs to be proactive in addressing both current and emerging developments or challenges. Key committee responsibilities related to compensation programs include:
Periodically reviewing and approving a statement of the 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 European Union standards (“Identified Staff”) or other similar standards, collectively “Designated Employees”
Reviewing and approving the design and terms of compensation awards, including recovery/clawback provisions
The CMDC continues to retain the discretion to make awards and pay amounts that may not qualify as tax deductible.
1PSUs are also subject to a two-year hold after each vesting for a combined holding period of five years. The terms and conditions of Mr. Pinto’s compensation reflect the requirements of E.U. and U.K. regulations. Refer to Note 1 on page 46 for additional information on Mr. Pinto’s pay mix.

2021 PROXY STATEMENT43JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
Performance assessment starts with planning and priority-setting
The CMDC uses a disciplined pay-for-performance framework to make decisions about the compensation of our OC members, so that their compensation is commensurate with the overall performance of the Firm, their respective businesses, and their individual performance. The cycle starts with establishing strategic plans, budgets and priorities at those same levels, with the key elements and timing summarized below:
OC STRATEGIC
PLANNING
At their annual strategy meeting typically held in the summer, the Operating Committee defines the Firm's strategic framework, establishes strategic priorities for the Firm, lines of business (“LOB”), and functions, and evaluates progress against the prior year’s strategic priorities.Q3
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BOARD
STRATEGY
REVIEW
Following the OC strategy meeting, the Board reviews Firm and business unit strategies, business plans and preliminary budgets for the upcoming year.Q3
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PRIORITY
SETTING
OC members establish Firm, business/function and individual performance priorities, which are shared with the Board.Q4
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BUDGET/STRATEGIC
FRAMEWORK
The Board reviews multi-year Firm and business/function budgets against strategic priorities, and the CMDC approves the Firm’s multi-year strategic framework as the goals and objectives for the CEO.Q4-
Q1
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EXTERNAL COMMUNICATIONKey strategic initiatives and medium-term financial targets are communicated externally.Q1
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RISK &
CONTROL
REVIEW
Assessments of workforce conduct-related matters occur throughout the year. The outcomes of these assessments may result in compensation impacts, negative performance ratings, or other appropriate employment actions or decisions.Q1-
Q4
Feedback on OC members is provided by the Firm's risk and control professionals.Q4
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PERFORMANCE
ASSESSMENTS
OC members prepare individual self-assessments. At year-end, the Board and CMDC are provided with OC members’ individual self-assessments in support of their holistic assessment throughout the cycle of OC member performance against strategic priorities. Individual performance of our NEOs is discussed in greater detail on pages 66-71.Q4
Throughout the performance assessment process, the Board and CMDC engage in regular discussions with the CEO and the Head of Human Resources ("HR") about individual OC members’ performance, as appropriate.
This approach (rather than determining pay levels during a single year-end process) enables the CMDC and the Board 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, while accounting for risk, controls and conduct objectives:
Business ResultsRisk, Controls &
Conduct
Client / Customer /
Stakeholder
Teamwork &
Leadership
To promote a proper pay-for-performance alignment, the CMDC does not assign relative weightings to these dimensions, and also considers other relevant factors, including market practices.
JPMORGAN CHASE & CO.442021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
image_0120a.jpg
How we performed against our business strategy
image_0120a.jpg
How performance determined pay in 2020
Pay determination and pay mix
EVALUATING MARKET PRACTICES
In order to effectively attract, properly motivate and retain our senior executives, the CMDC periodically reviews market data relating to pay levels, pay mix and pay practices.
In evaluating market data for OC members, the CMDC benchmarks 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 following 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 firms across multiple industries. The CMDC considers the size, presence, brand and reputation of the companies, and the nature and mix of their businesses in using this data. These companies include some or all of the following: 3M, Alphabet, Amazon, Apple, AT&T, Barclays, BlackRock, BNY Mellon, Boeing, Capital One Financial, Chevron, Coca-Cola, Comcast, Credit Suisse, CVS Health, Deutsche Bank, ExxonMobil, Facebook, General Electric, HSBC, IBM, Johnson & Johnson, Merck, Microsoft, Oracle, PayPal, PepsiCo, Pfizer, Procter & Gamble, UBS, United Technologies, Verizon, Wal-Mart and Walt Disney. Although these reference companies are not part of our primary financial services peer group, we believe that their practices can provide a relevant point of reference for maintaining a competitive talent and compensation program.
DISCIPLINED PROCESS TO DETERMINE PAY
Pay level
In determining total compensation levels for individual OC members, the CMDC evaluates various pay scenarios in light of the following considerations to inform their judgment:
Performance, based on the four broad assessment dimensions as discussed on pages 53-64, including risk and control
Value of the position to the organization and shareholders over time (i.e., “value of seat”)
Leadership and the example they set for others by acting with integrity and strengthening the Firm’s culture, including diversity, inclusion and respect
External talent market (i.e., market data)
While market data provides the CMDC with useful information regarding our competitors, the CMDC does not target specific positioning (e.g., 50th percentile), nor does it use a formulaic approach in determining competitive pay levels. Instead, the CMDC uses a range of data as a reference, which is considered in the context of each executive’s performance over a multi-year period, and the CMDC’s assessment of the value the individual delivers to the Firm.
For 2020, compensation awarded to the OC members also represents a balance between the outstanding efforts and performance of the Firm during COVID-19 with the impact of the pandemic on the Firm's other stakeholders.
Pay mix
Once the CMDC determines OC members’ total incentive compensation, it then establishes the appropriate pay mix between an annual cash incentive and long-term equity, including PSUs and RSUs.
For OC members other than the CEO and Mr. Pinto, consistent with prior years, the CMDC continued to apply the Firm’s standard cash/equity incentive mix formula to each of their 2020 incentive compensation awards. For the CEO, also consistent with prior years, the Board continued to override the standard cash/equity formula to maintain a lower cash allocation of $5 million, so that a larger majority of his incentive compensation would be comprised of shareholder-aligned equity, with 100% of it in the form of performance-conditioned PSUs. PSUs are 100% at-risk and will result in no payout unless a threshold performance level is achieved.

2021 PROXY STATEMENT45JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
For OC members other than the CEO, the CMDC determined that a 50%/50% mix of time-based RSUs and at-risk PSUs would continue to provide an appropriate balance to their equity exposure. Per the Firm’s standard cash/equity incentive mix formula, the OC members were awarded 60% of their incentive compensation in long-term equity (30% in PSUs and 30% in RSUs), with the remaining 40% paid in cash.
The CMDC believes that this significant weighting of pay mix to equity encourages OC members to focus on the long-term success of the Firm while mitigating excessive risk-taking, and provides a competitive annual cash incentive opportunity. The CMDC has established a different pay mix for Mr. Pinto (including a fixed allowance) due to local E.U. and U.K. regulations for Identified Staff under the Capital Requirements Directive IV. For further details on Mr. Pinto’s pay mix, see Note 1 below.
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 2020 performance year.
% of Variable
ElementsCEO
Other
NEOs1
Description1
Vesting Period1
Subject to
Clawback2
Fixed 
SalaryN/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
Incentive
~17%40%
Provides a competitive annual cash incentive opportunity
Payout determined and awarded in the year following the performance year
Represents less than half of variable compensation
Immediately vested
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RSUs0%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 by linking objective targets to a formulaically determined payout based on absolute and relative ROTCE
PSU performance goals are the same for the entire award term
PSU payout ranges from 0–150% and 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
image_2821.jpg
PSUs~83%30%
Combined period of approximately five years prior to availability:
Award cliff-vests at the end of the three-year performance period
Subject to a two-year hold after vesting
image_2821.jpg



1Excludes Mr. Pinto, who is located in the U.K. Due to local regulations, Mr. Pinto receives a fixed allowance (which is not subject to clawback), did not receive a cash incentive, and both his RSUs and PSUs are subject to: (i) extended seven-year vesting period (commencing ratably on the third anniversary of grant); (ii) additional U.K. clawback/ recovery provisions; and (iii) a minimum twelve-month hold after each vesting, and are not eligible for payment/accrual of dividend equivalents. In addition, as it relates to Mr. Pinto’s PSUs, the CMDC may use its discretion, as appropriate, to downward adjust payout based on his performance against qualitative criteria and priorities during the performance period, including performance against his local regulatory responsibilities as a U.K. “Senior Manager” under the Senior Managers & Certification Regime. Local regulators review compensation structures for Identified Staff periodically and may require future adjustments. Additional information on the composition of Mr. Pinto’s compensation is on page 65.
2Additional information on recovery and clawback provisions is provided on page 52.
JPMORGAN CHASE & CO.462021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
image_0120a.jpg
How we performed against our business strategy
image_0120a.jpg
How performance determined pay in 2020
Performance share unit program
PROCESS TO DETERMINE PAYOUT
As part of the design of the PSU program, the ultimate number of PSUs paid out at vesting is determined by a pre- established formula determined at the time of the award based on the Firm’s absolute and relative ROTCE performance over the subsequent three years, with the value of the payout ranging from 0% to 150%, subject to risk and control features. Similar to RSUs, the value upon vesting of PSUs is also directly tied to the Firm’s performance through its stock price. 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.
For the 2020 PSU awards granted in January 2021, the CMDC maintained the key features of our PSU design, including the enhancements it made to the 2019 PSU awards in response to feedback from shareholders. These enhancements included:
Changing the payout calculation methodology to be based on the Firm’s three-year average ROTCE performance on both an absolute and relative basis. Previously, payout was calculated annually for one-third of the awarded units.
Increasing the rigor of the relative payout scale to further differentiate payout for outperformance, median performance and underperformance, as summarized below:
Top quartile relative performance no longer pays out at 150% for all three ranks;
Target (100%) payout requires above median performance;
Below median performance pays out at a maximum of 80%; and
Bottom relative performance pays out at 0%.
The chart below provides a detailed comparison of the relative performance payout levels for PSU awards that were outstanding as of February 28, 2021:
 Relative Ranking123456789101112
 Payout
2019-2020 Awards150%140%130%120%100%90%80%70%60%50%40%0%
2017-2018 Awards150%150%150%125%112.5%100%100%85%70%55%40%25%
 
75thMedian25th
Additionally, for the 2020 PSU awards, the Committee calibrated the upper and lower absolute ROTCE thresholds to 18% and 6% respectively, based on the current forecast of the Firm’s future performance.

2021 PROXY STATEMENT47JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
image_0120a.jpg
How we performed against our business strategy
image_0120a.jpg
How performance determined pay in 2020
KEY FEATURES OF OUR 2020 PSU PROGRAM
The key features of our 2020 PSUs are substantially unchanged and are summarized below:
Plan FeaturePerformance Year 2020 PSU Award Description
Vehicle
Value of units moves with stock price during performance period; units are settled in shares at vesting.
Time Horizon
Three-year cliff-vesting, plus an additional two-year holding period (for a combined five-year holding period). Due to local U.K. regulations, Mr. Pinto's PSUs are subject to an extended seven-year vesting period commencing ratably on the third anniversary of the grant.
Performance Measure
The CMDC selected ROTCE, a comprehensive performance metric that measures the Firm’s net income applicable to common equity as a percentage of average tangible common equity. ROTCE is used by the Firm, as well as investors and analysts, in assessing the earnings power of common shareholders’ equity capital and is a useful metric for comparing the profitability of the Firm with that of competitors.
Payout Scale
Payout under the PSU plan is calculated at the end of the three-year performance period based on absolute and relative average ROTCE1, per the payout scale below. The use of both absolute and relative ROTCE helps promote a reasonable outcome for both shareholders and participants. For the 2020 PSU award, the CMDC set the absolute ROTCE thresholds as follows: (1) maximum payout at 18% or greater, (vs. 17% in 2017, and 18% in 2018 and 2019); and (2) zero payout at less than 6%, no change from prior years.
pg49_tablexpayoutscalexpg4a.jpg
 
PSU Performance Companies
In determining companies to include in the relative ROTCE scale, the CMDC selected competitors with business activities that overlap with at least 30% of the Firm’s revenue mix. These are unchanged from prior years and include Bank of America, Barclays, Capital One Financial, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, UBS and Wells Fargo.
Minimum
Risk-based Hurdle
If the Firm’s common equity Tier 1 (“CET1”) capital ratio2 is less than 7.5% 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. The CET1 feature was first introduced with the 2017 PSU award.
Narrow Adjustment Provision
The CMDC may make adjustments (up or down) to 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 CMDC may also make additional downward adjustments in relation to Mr. Pinto’s PSUs (refer to Note 1 on page 46).
PERFORMANCE SHARE UNITS — 5-YEAR TIME HORIZON
image_2041a.jpg
PSU goal is set at beginning of performance period
image_2051a.jpg
3-Year Performance Period (cliff-vest)
pg49_iconxplus1a.jpg
2-Year Additional Hold on Fully Vested Awards
20212022202320242025
Payout is calculated based on average ROTCE over the 3-year performance period
pg49_iconxequal1a.jpg
Ultimate number of units earned
Awards subject to reduction/cancellation/recovery based on Risk/Control features (including protection-based vesting)






1Average ROTCE is calculated over the three-year 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 2, on page 114, for additional information on this measure.
JPMORGAN CHASE & CO.482021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
image_0120a.jpg
How we performed against our business strategy
image_0120a.jpg
How performance determined pay in 2020
DETERMINING ABSOLUTE AND RELATIVE PSU PERFORMANCE GOALS
Each year the CMDC sets the absolute ROTCE goal and minimum threshold for that year’s PSU awards by reviewing the Firm’s historical performance and a reasonable range of possible net income and capital outcomes over the next three years. For the 2020 PSU awards granted in January 2021, these outcomes were considered in the context of (among other things) the expected impacts of: regulatory capital requirements; annual stress tests; interest rates; COVID-19; and the U.S. and global economic environment, all of which affect the range of ROTCE outcomes in the medium-term.
Consistent with the Firm’s pay-for-performance philosophy, in setting the relative ROTCE performance goals for the 2020 PSU awards, the CMDC determined that payout above target should be limited 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. Achievement of median relative performance results in below-target payout. Outstanding relative performance, which results in a payout of 150%, is limited to achieving a top ranking.
PSUS AWARDED FOR PERFORMANCE YEARS 2017, 2018 AND 2019
The Firm reported ROTCE of 17%, 19% and 14% in 2018, 2019 and 2020 respectively, resulting in first quartile relative performance and an expected payout of 150% for each tranche of the 2017 and 2018 PSU awards referencing those years. For the 2019 PSU awards, the payout will be calculated once the performance period ends on December 31, 2022 based on the Firm's absolute and relative three-year average ROTCE performance. On March 25, 2021, the 2017 PSU awards vested at 150%.


2021 PROXY STATEMENT49JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
image_0120a.jpg
How we performed against our business strategy
image_0120a.jpg
How performance determined pay in 2020
Strong ownership & accountability provisions support our compensation philosophy
STOCK OWNERSHIP GUIDELINE AND RETENTION REQUIREMENTS
The CMDC believes it is important to align the interests of the OC members with those of our shareholders. To meet this objective, OC members are subject to a stock ownership guideline and retention policy.
While on the Operating Committee, each member is required to accumulate either:
A minimum of between 200,000 and 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 CEO).
Shares credited for purposes of satisfying the above ownership levels include shares owned outright, as well as 50% of unvested RSUs and PSUs, but do not include stock appreciation rights ("SARs") or stock options.
The stock ownership guideline must be met within six years of the later of the effective date of the policy or appointment to the Operating Committee. If the stock ownership guidelines are 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 retain 75% of all net shares received from equity awards granted after they join 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 (75% for the CEO) 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 continue accumulating shares even after having met their share ownership guideline, the resulting increase of share ownership over time further strengthens their interests with those of our shareholders.
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:
Hedging any shares owned outright or through deferred compensation by an OC member is prohibited
Shares held directly by an OC or Board member may not be held in margin accounts or otherwise pledged
For information on the hedging/pledging restrictions applicable to our directors, please see “Director compensation” on page 33.
INTEGRATING RISK WITH COMPENSATION
The CMDC holds an annual joint session with the Risk Committee to review Firmwide Human Resources and compensation practices, including:
How we integrate risk, controls and conduct considerations into key HR practices including performance development, compensation, promotion and succession planning
Compensation features and elements designed to discourage imprudent risk-taking (e.g., multi-year vesting, clawbacks, prohibition on hedging, etc.)
Annual incentive pool processes for LOBs and functions
Regulatory updates which have impacted or may impact HR practices in the future
The committees are also provided with information on our performance development process, a summary of risk, controls and conduct feedback, and updates regarding HR Control Forum issues.
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.
Issues 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 govern 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
The CMDC is responsible for determinations involving OC members (determinations involving the CEO are subject to ratification by independent members of the Board). The CMDC has delegated authority for determinations involving other employees to the Head of Human Resources or his or her designee, usually through the HR Control Forum process described on page 51.
JPMORGAN CHASE & CO.502021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
image_0120a.jpg
How we performed against our business strategy
image_0120a.jpg
How performance determined pay in 2020
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 it to take prompt 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 Cancellation & Clawbacks
TriggerVestedUnvested
Restatementüü
Misconductüü
Risk-relatedüü
Protection-basedü
IV.Demotion, negative performance rating or other appropriate employment actions; and
V.Termination of employment.
The precise actions we take with respect to accountable individuals 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 2020, 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 summary of the review processes we maintain to evaluate risk, controls and conduct issues and to identify individuals who may be subject to remedial actions such as impacts to compensation and/or termination is provided below:
1Enhanced performance reviews2Employee conduct matters
 
}   Employees in roles which could expose the Firm to greater risks (including OC, Tier 1 and Identified Staff) are subject to a more disciplined evaluation process, including certain compensation terms and conditions as a mechanism to balance the greater risk. The enhanced performance process includes:
}   Formal Risk and Control Feedback that is solicited from Control Function partners on an annual basis for certain Designated Employees across the Firm
}   High and medium severity issues owned directly or indirectly by certain Designated Employees are summarized on a Risk and Control Issue Report
}   This feedback is used by managers to help assess whether these employees are meeting our risk, controls and conduct expectations
}   All other employees are evaluated by their managers against the Firm’s four performance dimensions, which include the Risk, Controls & Conduct dimension
}   We have a single enterprise-wide framework for management to oversee and respond to workforce conduct-related matters that may otherwise expose the Firm to 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_2131.jpg
 
LOB, function, and regional HR Control Forums
 
image_2111a.jpg
 
Firmwide HR Control Forums review outputs from and provide feedback to LOB/function/regional forums and provide constructive challenge
OC member self-assessments are shared with the Board
 
image_2131.jpg
image_2131.jpg
 
Compensation & Management Development Committee
 
}   The CMDC reviews a summary of outcomes of HR Control Forums
}   The outcomes of these Forums are factored into incentive compensation, where appropriate
 
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
 

2021 PROXY STATEMENT51JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
image_0120a.jpg
How we performed against our business strategy
image_0120a.jpg
How performance determined pay in 2020
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 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 details on the clawback provisions that apply to our OC members and the Firmwide 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
image_2272.jpg
image_2272.jpg
This 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
image_2272.jpg
image_2272.jpg
If the award was based on material misrepresentation by the employee
image_2272.jpg
image_2272.jpg
If the employee is terminated for cause
image_2272.jpg
image_2272.jpg
Risk-related
and Other
If the employee improperly or with gross negligence failed to identify, raise or assess, in a timely manner and as reasonably expected, issues and/or concerns with respect to risks material to the Firm
image_2272.jpg
image_2272.jpg
If the award was based on materially inaccurate performance metrics, whether or not the employee was responsible for the inaccuracy
image_2272.jpg
image_2272.jpg
Protection-Based Vesting2
If performance in relation to the 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, has been unsatisfactory for a sustained period of time
image_2272.jpg
If awards granted to participants in a LOB for which the Operating Committee member exercised responsibility were in whole or in part cancelled because the LOB did not meet its annual LOB financial threshold
image_2272.jpg
If, for any one calendar year during the vesting period, pre-tax pre-provision income is negative, as reported by the Firm
image_2272.jpg
If, for the three calendar years preceding the third year vesting date, the Firm does not meet a 15% cumulative ROTCE
image_2272.jpg









1Since 2015, the Firm has maintained a local Malus and Clawback 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) in certain circumstances for a minimum period of seven years following the date of the award.
2Provisions apply to PSUs and RSUs granted to the Operating Committee and may result in cancellation of up to a total of 50% of the award.
JPMORGAN CHASE & CO.522021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
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 assessing the Firm’s performance in 2020, the CMDC considered the following factors in the context of the Firm’s Business Principles and strategic framework:
Business ResultsRisk, Controls &
Conduct
Client / Customer /
Stakeholder
Teamwork &
Leadership
Business results
2020 KEY HIGHLIGHTS
The Firm continued to build upon its strong momentum from prior years amid the unprecedented health and economic consequences of COVID-19. In 2020, the Firm reported record revenue1 of $122.9 billion and net income of $29.1 billion, or $8.88 per share, with ROE of 12% and ROTCE2 of 14%, while adding $12.2 billion of credit reserves during the year to absorb potential future losses and returning $16.3 billion of capital to shareholders (including common dividends and net share repurchases). We gained market share in our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores, and maintained a fortress balance sheet.
 
JPMORGAN CHASE & CO.
 
 
$29.1B
$8.88
12%
14%
$81.75
$66.11
$16.3B
NET INCOMEEPSROE
ROTCE2
BVPS
TBVPS2
NET CAPITAL
DISTRIBUTIONS3
 
 
 
CONSUMER &
COMMUNITY BANKING
CORPORATE &
INVESTMENT BANK
COMMERCIAL
BANKING
ASSET & WEALTH
MANAGEMENT
$8.2B
15%
$17.1B
20%
$2.6B
11%
$3.0B
28%
NET INCOMEROENET INCOMEROENET INCOMEROENET INCOMEROE
Revenue1 of $51.3B
Average deposits of $851.4B (up 22%); average loans of $448.3B (down 6%)
Primary bank relationships for over 75% of Consumer Banking checking households
Maintained #1 market share in Card, based on U.S. sales and outstandings
Largest active digital and mobile customer base among U.S. banks, customers up 5% and 10% respectively4
Added $7.8B of credit reserves
Record net income on record revenue1 of $49.3B
Record IB fees of $9.5B (up 25%); record Markets revenue of $29.5B (up 41%)
#1 in Markets revenue; #1 in IB fees for 12 consecutive years
#2 custodian globally as measured by assets under custody of $31T (up 15%)
#1 in USD Payments volume
Added $2.4B of credit reserves

Revenue1 of $9.3B
Record gross IB revenue5 of $3.3B (up 22%), surpassing long-term target of $3B, including record year for both MMBSI and CCBSI
Record Middle Market expansion market revenue of $911M (up 13%), approaching $1B target
Average deposits of $237.6B (up 38%); average loans of $218.9B (up 5%)
Added $1.7B of credit reserves
Record net income6 on record revenue1,6 of $14.2B; pre-tax margin of 28%
Record assets under management6 of $2.7T (up 17%) and client assets6 of $3.7T (up 18%)
80% of 10-year long-term mutual fund AUM6 performing in top two quartiles
Record average deposits6 of $162.0B (up 20%); record average loans6 of $166.3B (up 13%)
 
 
 
EXCEPTIONAL CLIENT FRANCHISESFORTRESS BALANCE SHEET & PRINCIPLESLONG-TERM SHAREHOLDER VALUE
 
 
1The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 114 for a definition of managed basis.
2ROTCE and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 113 for a further discussion of these measures.
3Refer to Note 2 on page 39.
4Refer to Notes 2 and 3 on page 69.
5Refer to Additional notes, Note 3, on page 114.
6Refer to Additional notes, Note 4, on page 114.

2021 PROXY STATEMENT53JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
LONG-TERM FINANCIAL PERFORMANCE
We have generated strong financial results over time, significantly increasing net income by over 50% over the past 10 years while adding substantial credit reserves and capital. Over this period we increased average common equity by over 35% to $237 billion and average TCE1 by over 50% to $191 billion to support growth in the businesses and maintain a fortress balance sheet. We have maintained strong ROE and ROTCE1 over time.
pg355_barchartxnetincome2a.jpg
pg355_linechartxrotce2a.jpg
We have also delivered sustained growth in EPS, BVPS, and TBVPS1 over the past 10 years, reflecting compound annual growth rates of 8%, 6% and 8%, respectively over the period.
pg355_barlinechartxepsbvpsa.jpg


1Average TCE, ROTCE, and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 113 for a further discussion of these measures.
2Excluding the impact of the enactment of the TCJA of $(2.4) billion and a legal benefit of $406 million (after-tax) in 2017, adjusted net income would have been $26.5 billion, adjusted ROTCE would have been 13% and adjusted EPS would have been $6.87. Adjusted net income, adjusted ROTCE and adjusted EPS are each non-GAAP financial measures; refer to Notes on non-GAAP financial measures, Note 2, on page 113 for a further discussion of these measures.
JPMORGAN CHASE & CO.542021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
TOTAL SHAREHOLDER RETURN
TSR1 was (6)% in 2020, following a TSR of 47% in 2019 and (7)% in 2018, for a combined three-year TSR of 30%. The graph below shows our TSR expressed as the cumulative return to shareholders over the past decade. As illustrated, a $100 investment in JPMorgan Chase common stock on December 31, 2010 would be valued at $393 as of December 31, 2020, which significantly outperformed the financial services industry over the period, as measured by the S&P Financials Index and the KBW Bank Index.
pg56_areagraphxtsr1.jpg
1TSR shows the actual return of the stock price, with dividends reinvested.
Risk, controls & conduct
We believe a strong control environment is fundamental to the success of our Firm. We continue to invest in strengthening our controls and infrastructure, including those related to health and safety, as part of our commitment to operate an effective and efficient risk, controls and conduct environment. The LOBs, Risk Management and Compliance, Finance, Legal and Internal Audit continue to focus on identifying our risks and enhancing our control environment. We are also continuing to work on becoming more effective and efficient in addressing risks and controls while improving the client and customer experience.
CYBERSECURITY
The Firm devotes significant resources to protecting and continuing to improve the security of computer systems, software, networks and other technology assets. The Firm’s security efforts are designed to protect against, among other things, cybersecurity attacks by unauthorized parties attempting to obtain access to confidential information,
destroy data, disrupt or degrade service, sabotage systems or cause other damage.
We continue to make significant investments in enhancing our cyber defense capabilities and to strengthen our partnerships with the appropriate government and law enforcement agencies and other businesses in order to understand the full spectrum of cybersecurity risks in the operating environment, enhance defenses and improve resiliency against cybersecurity threats.
The risk of a security breach due to a cyber attack could increase in the future as the Firm continues to expand its mobile banking and other internet-based product offerings and its internal use of internet-based products and applications. Due to the impact of COVID-19, the Firm increased the use of remote access and video conferencing solutions provided by third parties to facilitate remote work. As a result the Firm took additional precautionary measures to mitigate cybersecurity risks.

2021 PROXY STATEMENT55JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
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How performance determined pay in 2020
Our Firm’s Security Awareness Program includes training that reinforces the Firm’s Information Technology Risk and Security Management policies, standards and practices, as well as the expectation that employees comply with these policies. The Security Awareness Program engages personnel through training on how to identify potential cybersecurity risks and protect the Firm’s resources and information. This training is mandatory for all employees globally on a periodic basis, and it is supplemented by Firmwide testing initiatives, including periodic phishing tests. Finally, the Firm’s Global Privacy Program requires all employees to take periodic awareness training on data privacy. This privacy-focused training includes information about confidentiality and security, as well as responding to unauthorized access to or use of information.
The Audit Committee of the Board of Directors is updated periodically on the Firm’s Information Security Program and any recommended changes, cybersecurity policies and practices, ongoing efforts to improve security, as well as on our efforts regarding significant cybersecurity events.
CONTINUED FOCUS ON CULTURE AND CONDUCT RISK MANAGEMENT
We continue to reinforce our culture and remain focused on managing employee conduct end-to-end. Our “How We Do Business” principles are embedded throughout the employee lifecycle, starting with the onboarding process and extending to 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 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 and by including culture and conduct related questions in our employee surveys.
The Firm endeavors to promote a culture of respect 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 because the person reported a concern or assisted with any inquiry or investigation. In 2020, we simplified channels for employees to raise conduct concerns, implemented a new intake process to facilitate appropriate and timely routing, and enhanced our investigations protocols.
The Firm reinforced its culture through various efforts throughout the year in response to the COVID-19 pandemic. The Firm supported employees by providing additional paid time off; offering expanded healthcare, well-being and childcare resources; and awarding special payments to
recognize employees whose job requires them to continue working onsite to facilitate essential banking services for our customers, clients and communities.
We also introduced new culture initiatives including the launch of additional training for all employees called You Belong Here: Building a More Inclusive JPMC, and enhancements were made to current listening strategies that enable the Firm to more effectively measure how employees are experiencing the company. In addition, as part of our Path Forward commitments, we enhanced our accountability framework for senior managers to further strengthen our approach to incorporate diversity, equity and inclusion priorities and progress into the way we do business.
We remain focused on our anti-harassment, anti-racism and culture of respect efforts across the company and continue to take a holistic approach to reinforce our culture by increasing awareness and education through engagement, communication and training while adhering to policy and regulatory requirements. Managers are expected to drive culture activities and initiatives that are consistent with our Business Principles and to escalate issues when appropriate. Our periodic Code of Conduct and Culture of Respect trainings were refreshed and assigned to all active employees.
The actual or potential misconduct of individuals involved in matters that create material risk and control concerns is escalated and reviewed through the HR Control Forum process, which is discussed on page 51.
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. Amid the unprecedented health and economic consequences of COVID-19, the Firm continued to provide uninterrupted service to our clients and customers. During this time, the Firm continued to invest in our communities, through our initial commitments to support those most impacted by the pandemic and our longer-term commitment to advance racial equity and promote inclusive economic growth.
The future success rests on our commitment to deliver value to our customers in meeting or exceeding 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 embracing sustainable practices across our businesses.

JPMORGAN CHASE & CO.562021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
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How performance determined pay in 2020
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 by protecting their data and transactions; ease of doing business in a fast and simple way; and personalization through tailored customer solutions and integrated experiences. Our LOBs are able to leverage the unique scale advantage of our Firm in order to benefit our customers and clients, as illustrated in the following examples:
Consumer & Community Banking (“CCB”)
Opened 158 branches, including 87 branches in new markets in 2020, for a total of approximately 170 branches opened in new markets since expansion began
Digital adoption in the fourth quarter saw more than 40% of all check deposits made through QuickDeposit and more than 60% of all consumer mortgage applications were digital
Launched Chase Business Complete Banking with QuickAccept, providing small business clients with credit and debit card payment acceptance capabilities integrated directly into their bank account
Expanded rewards with "Pay Yourself Back"; introduced new lending capabilities with My Chase Plan / My Chase Loan
Provided payment relief assistance to customers, representing approximately two million accounts with balances of approximately $83B1
Helped small businesses secure funding through the SBA's PPP
Throughout the COVID-19 pandemic, gradually re-opened branches since April, with nearly 90% of branches returning to full services by the end of the year, with enhanced safety measures in place
Provided seamless digital banking capabilities to help customers impacted by COVID-19, including the ability to remotely deposit stimulus checks, apply digitally for PPP loans, electronically dispute transactions or change travel plans booked with rewards
Corporate & Investment Bank (“CIB”)
Supported higher trading, payment and deposit volumes through the COVID-19 pandemic
Continued focus on electronic trading to support our clients across flow and non-flow products
Consolidated next generation payments platforms under the newly created Onyx business unit
Set up the first fully foreign-owned futures business in China
Commercial Banking (“CB”)
Extended $21B of new2 credit to vital institutions, including hospitals, healthcare service companies, education organizations, and state and local governments
Facilitated critical funding to clients through the SBA's PPP
Continued to develop new wholesale payment solutions and functionality for all clients, providing them with digital capabilities in a new remote environment
Added over 1,800 new relationships, with the majority added since March in a virtual or remote work environment
Streamlined onboarding experience for Chase Connect clients through end-to-end data integration with the middle office; modernized lending operations to drive efficiency and digital client engagement
Asset & Wealth Management (“AWM”)
Launched new, innovative investment strategies to help clients capitalize on market dislocations
Launched EveryDay 401(k) for small U.S. businesses in partnership with Chase Business Banking
Acquired 55ip, a FinTech company and pioneer in delivering tax-smart investment strategies through model portfolios
Increased U.S. Private Bank Overall Customer Satisfaction (OSAT) score by 6 points and our Net Promoter Score (NPS) score by 11 points








1Represents the December 31, 2020 balances for accounts provided payment relief, including those currently enrolled in relief and those who have exited relief. Includes residential real estate loans held in CCB, AWM and Corporate.
2Includes new credit commitment originations and existing credit commitments that experienced a major modification during 2020.

2021 PROXY STATEMENT57JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
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How performance determined pay in 2020
INVESTING IN OUR COMMUNITIES
We endeavor to help build an inclusive global economy and advance racial equity for our customers, clients and communities. We also work to advance environmental sustainability within our business activities and facilities.
Highlights of our work include:
Driving inclusive recovery and economic opportunity – The Firm continues to apply our business and policy expertise, sustainable business practices, data, capital and global presence to advance solutions that support an inclusive recovery and create economic opportunity for our customers, employees and the communities we serve. Our efforts focus on the areas where our business and expertise can drive long-term impact: careers and skills, business growth and entrepreneurship, community development, financial health and wealth creation as well as sustainability. As part of our early response to the COVID-19 pandemic, we applied data-driven solutions to help some of the hardest hit communities address the immediate crisis – and to help them recover. This included an initial $250 million global business and philanthropic commitment to support vulnerable and underrepresented communities, existing nonprofit partners and underserved small businesses.
Advancing racial equity – As described on page 6, we committed an additional $30 billion to advance racial equity as part of our Path Forward initiative and will harness our expertise in business, public policy and philanthropy across four core areas to help tackle racial inequities and provide economic opportunity for Black and Latinx communities. We are working with partners in cities across the U.S. to understand local needs and develop recommendations that shape local investments. From the way we do business to the policies we advocate, these commitments are part of a continued effort to bring an enhanced equity lens to our businesses and how we serve customers, communities and employees.
Advancing sustainable development – We leverage our expertise in the financial markets to promote sustainable business practices and help our clients raise the capital they need to invest in projects and initiatives intended to achieve positive environmental and social outcomes.
Minimizing our environmental impact – In addition to our commitment to source renewable energy for 100% of our global power needs, in 2020, the Firm also announced its commitment to become carbon neutral in its operations; both commitments have been achieved and are pending verification. Over time, we will continue to meet our commitments on an annual basis and aim to do so in a way that maximizes our impact by reducing our energy consumption and bringing more renewable energy onto the grid.
Providing skills and expertise – Our signature skills-based program, the Service Corps, has been helping our nonprofit partners overcome strategic business challenges since 2013. In 2020, the program enabled more than 220 global employees to use their skills and expertise through pro bono consulting projects that helped nearly 50 nonprofits deliver on their missions. Despite the challenges presented by the COVID-19 pandemic, the Service Corps still managed to conduct projects in eight countries spanning four continents using a virtual operating model. Across the U.S., colleagues have also mentored mission-oriented fintech entrepreneurs. In addition, we delivered 138 nonprofit solutions with more than 1,300 employee volunteers giving over 38,000 hours of their time through our Force for Good program.
Mentoring students and young professionals – Globally, employees have dedicated their time to help young people develop the skills necessary for future success through programs such as The Fellowship Initiative and Advancing Young Professionals. Through The Schools Challenge in particular, 600 employees in seven cities across the globe volunteered their time as mentors in the program to support the students to gain employability skills to pursue promising careers in the future. In delivering all of these programs virtually during the pandemic, we were able to establish a culture of continuous learning and development while giving back to the community.
Reporting on our efforts
Each spring we publish a dedicated ESG Report, which summarizes our efforts and performance on ESG matters that we and our stakeholders view as among the most important to our business. This report and other resources are available on our website at jpmorganchase.com/about/governance/esg.
JPMORGAN CHASE & CO.582021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
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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 top priority for the Board and the Firm’s senior leadership, with the objective of having a pipeline of diverse executives who lead inclusively for today and the future. Over the past several years, we have implemented a disciplined executive talent management and succession planning process that includes LOBs and Functions holding talent review discussions with their management teams and identifying successors for key leadership roles.
The CMDC reviews the succession plan for the CEO followed by discussion with the non-executive directors of the Board 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 discussed by the full Board of Directors. These processes enable the Board to address both long-term planned occurrences, such as retirement or change in roles, as well as short-term unexpected events. For example, in March 2020, the Board's short-term plan was initiated when it asked the Firm's Co-Presidents and Co-Chief Operating Officers, Mr. Pinto and Mr. Smith, to jointly lead the company while Mr. Dimon recuperated from an emergency surgery.
We continue to focus on our leadership pipeline through enhanced data and reporting capabilities to drive manager engagement and accountability in processes, including our mobility and promotion pipeline from Executive Director to Managing Director.
DIVERSITY, EQUITY AND INCLUSION
Diversity, equity and inclusion are of strategic importance to the Firm. We are committed to maintaining a culture of respect and inclusion and believe that all individuals should have the opportunity to succeed. We believe a diverse and inclusive environment fosters innovation, creativity and productivity, which is critical to our success. We are committed to hiring and retaining employees from all races, ethnicities, genders, sexual orientations, abilities, backgrounds, experiences and locations.
We are focused on being an employer of choice for all talent, where employees feel like they belong. As a firm, we strive to embed diversity, inclusion and accessibility into the way we do business every day. While we are proud of the industry recognition our Firm and leaders have received, we continue to be intentional about investing in women; the Black, Latinx, Asian and LGBT+ communities; individuals with disabilities; and veterans.
As part of the Firm's Path Forward commitment, we established an executive accountability framework that strengthens the way the Firm incorporates diversity, equity and inclusion priorities and progress into year-end performance evaluations and compensation decisions for OC members and their direct reports.
We continue to invest significant time and effort toward executing diversity, equity and inclusion best practices firmwide. Our Business Resource Groups (“BRGs”) are groups of employees who volunteer to serve as ambassadors to drive inclusiveness, mentor junior talent and help facilitate advancement opportunities while advancing our Firm’s position in the global marketplace. With approximately 43% of our employees participating in one of our 10 BRGs, they are key Firm culture carriers, providing a unique bridge between the organization and our people - driving Firmwide diversity, equity and inclusion strategies and helping to connect employees to the Firm's business priorities. Overall, our BRGs focus on providing support for various communities:
Access Ability (employees with disabilities)
Adelante (Hispanic/Latinx)
AsPIRE (Asian/Pacific Islander)
BOLD (Black)
NextGen (early career professionals)
     
Pride (LGBT+)
Sage (administrative professionals)
VETS (military, veterans, and their families)
Women on the Move Interactive Network
Working Families Network


2021 PROXY STATEMENT59JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
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How performance determined pay in 2020
In addition to our BRGs, we have developed other programs as well as created senior level forums to promote diversity, equity and inclusion:
WOMEN ON
THE MOVE
(“WOTM”)
WOTM is a global, Firmwide effort designed to support women in their personal and professional lives
We continue to focus on our three strategic pillars: expand women-run businesses, improve women’s financial health, and empower women’s career growth
To support female small business owners, we launched digital content on cash flow management, which has reached more than 50,000 unique users
To promote financial health, we exceeded our goal of signing up 1 million women for Autosave, a feature in the Chase mobile app
Our national sponsorship with Girls Inc. has educated over 40,000 girls in the U.S. through its financial literacy program
We continue to focus on talent programs that attract, develop and retain more female senior executives across the Firm. Women represent approximately 50% of our global employee base, with approximately 30% of our senior leadership being female. Additionally, we just added a fourth female director to the Board
To help our female employees grow their careers, we piloted a development program that featured digital content, live coaching calls, and virtual group discussions
We hosted our annual Women on the Move Leadership Day virtually in 2020, with over 23,000 live attendees and 285,000 publicly-viewed streams
 
 
ADVANCING
BLACK
PATHWAYS
(“ABP”)
ABP has been unified with Advancing Black Leaders to create a comprehensive and consistent global approach to helping Black talent grow and thrive, while developing a more inclusive employee experience
In 2020, ABP had positive impacts within the Black community across the four diversity, equity and inclusion pillars:
Financial Health & Wealth Creation: received over 736,000 webinar views for our financial health education, Currency Conversations series
Business Growth & Entrepreneurship: received over 800 business inquiries for access to capital as a result of targeted programming with trusted community partner organizations
Careers & Skills: delivered financial health education to over 9,200 students at the United Negro College Fund, HBCUs (Historically Black Colleges and Universities), and other partner colleges
Community Development: funded 691 college students with emergency relief funds as part of the Student Hardship Fund
The ABP Fellowship Program is dedicated to helping Black college underclassmen get on a path to internships and entry-level roles with the Firm after graduation. In addition, ABP supported the creation of the Firm’s new Financial Advisor training program for employees, 20% of whom are Black
The Black Executive Forum, a consortium of Managing Directors of Black heritage across all lines of businesses and functions, supports the ABP diversity initiative and regularly engages with the BOLD BRG to serve as a senior collective voice for the Black community
 
 
OFFICE OF
DISABILITY
INCLUSION
(“ODI”)
ODI establishes, leads and coordinates policies, standards and practices globally regarding employees with disabilities at the Firm, focusing on four key areas: Attitude, Accessibility, Accommodations and Assimilation. We assist in facilitating the hiring and assimilation of individuals with disabilities into the Firm's inclusive culture, with opportunities for leadership development and career growth
Key to our inclusive strategy is outreach to and partnerships with disability organizations, representing a wide array of disabilities
MyAccessibility Hub (MAH) centralized the accommodations management process for the Firm's employees in the U.S. and the Philippines in 2018, and in 2020 expanded into the U.K., Latin America, and Canada, and commenced a soft launch in India
During the COVID-19 pandemic, we leveraged existing technology to deliver services to employees with disabilities working remotely. For example, we provided deaf and hard-of-hearing employees in the U.S. with live captioning for internal events, as well as CART (Communications Access Realtime Translation) services, a point-to-point delivery of the captions. We also shifted how we provide accommodations by streamlining the process for requesting medical-related health or technology accommodations
 
JPMORGAN CHASE & CO.602021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
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How performance determined pay in 2020
OFFICE OF MILITARY
AND
VETERANS
AFFAIRS
Our Office of Military & Veterans Affairs drives Firmwide initiatives to position veterans, service members and their families for long-term, post-military success. Since establishing this office in 2011, the Firm has hired more than 16,000 U.S. military veterans across all lines of business
Our Military & Veterans Affairs ("MVA") team operates across multiple regions in the U.S., EMEA, India and Australia. In 2020 we launched our flagship "Military Pathways" program in London and Bournemouth while also increasing our incoming 2021 female candidates by 71%, and Black, Asian and Minority Ethnic candidates by 100%
Since 2019, at least 65% of veteran hires have been from diverse backgrounds
The Firm leads the Veteran Jobs Mission, which comprises more than 200 top companies committed to hiring and developing military talent. With over 680,000 veterans already hired, the coalition is working toward hiring one million U.S. veterans
The Firm has provided 1,080 homes to veterans through the MVA Home Awards program
LGBT+
EXECUTIVE
FORUM &
COMMUNITY
Our LGBT+ Executive Forum is a group of nearly 200 LGBT+ Managing Directors and Executive Directors across 13 countries, whose mission is to drive increased engagement and visibility of our LGBT+ senior leaders and advance important topics of our LGBT+ community; Forum members hosted over 44 Mentor Circles sessions for early career LGBT+ employees
Our employees who have self-identified as LGBT+ increased by 21% over the last year
Our global PRIDE BRG has over 26,000 employees (11% of all employees globally) and grew by approximately 9% over the last year
We are committed to being visible from a LGBT+ perspective in the communities in which we serve. We announced a $5 million commitment to five U.S. based not-for-profit organizations that are advancing equity for the LGBT+ community. In addition, we are engaged with LGBT+ not-for-profit organizations across the globe, evidenced by our financial support of 29 LGBT+ focused non-profit organizations in 11 countries, with a number of these relationships dating back two decades
 
 
ASIAN
EXECUTIVE
FORUM
(“AEF”) &
COMMUNITY
Our AEF is a consortium of Managing Directors of Asian heritage across all lines of business and functions to represent the Firm’s strong commitment to the promotion and advancement of Asian Americans and Pacific Islanders; its strategies and priorities are designed to strengthen the voice of the community and create more awareness of talent and contributions firmwide, including:
Supporting and partnering with the AsPIRE BRG and its leadership teams
Enhancing the onboarding experience for new Asian Managing Directors
Mentoring Asian Executive Directors through establishing mentorships with Asian Managing Directors
Developing Asian Vice Presidents via the AEF VP Leadership Academy
Increasing engagement in community development through participation in the non-profit board placement program
 
 
HISPANIC
EXECUTIVE
FORUM
(“HEF”) &
COMMUNITY
Our HEF is a group of Managing Directors of Hispanic and Latinx heritage across all lines of businesses and functions, and serves as a senior collective voice for the community, and regularly engages with the Adelante BRG and other Hispanic leadership forums across the Firm
Our HEF engagement has led to increased Managing Director membership and participation in the Adelante BRG, as well as enhanced partnerships with external Hispanic and Latinx organizations
Outreach to newly promoted or hired Hispanic and Latinx Managing Directors enhances their experience in their new roles, establishes an immediate sense of community and provides a solid network of professionally diverse peers
We have high participation of HEF representatives who volunteer in the Firm’s Hispanic recruiting programs such as Launching Leaders, Freshman Experience, and Sophomore Edge program; we actively mentor and engage with Hispanic summer interns
We provide strategic support to development initiatives focused on junior talent through mentoring, content guidance and event participation
 


2021 PROXY STATEMENT61JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
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How performance determined pay in 2020
External recognition
We are proud of the external recognition we received in 2020, some of which is listed below:
Best of the Best list: Top Employers, Top Supplier Diversity Programs, Top LGBTQ+ Friendly Companies and Top Financial & Banking Companies (Hispanic Network Magazine)
World's Most Admired Companies, Ranked 8th (Fortune)
#BestOfTweets 2020, includes ABP's #ShowMeYourWalk Virtual Graduation (Twitter)
ABP’s “Currency Conversations” campaign, 2020 Silver Anvil Award in Multicultural Public Relations (Public Relations Society of America)
2020 Military Friendly Employer, 2020 Military Friendly Spouse Employer (VIQTORY)
All Stars of Supplier Diversity (Minority Business News)
2020 NBIC Best-of-the-Best Corporation for Inclusion (National Business Inclusion Consortium)
Five Star Company for Hispanic Inclusion (Hispanic Association on Corporate Responsibility's Corporate Inclusion Index)
Top 50 Best Companies for Latinas to Work for in the U.S. (LATINA Style)
Best Place to Work for LGBT+ Equality, 100 percent score on Corporate Equality Index (Human Rights Campaign)
Top 100 Companies (2020 LGBTQ100 ESG Index)
Best Place to Work for Disability Inclusion (Disability Equality Index)
2020 Best of the Best Top Disability-Friendly Companies (DiversAbility Magazine)
100 Best Companies and Best Companies for Multicultural Women (Working Mother)
Gender Equality Index 2020 (Bloomberg)
EMPLOYEE GROWTH
We are dedicated to a culture that enables leaders and their teams to grow and succeed throughout their careers while encouraging them to uphold a standard of excellence. To do so, we make substantial investments in tools and training programs to help employees build their knowledge, skills and experience, and to guide their career advancement. In 2020, we continued to deliver development and training programs to our employees while transitioning to virtual formats and creating specific content to support our employees in managing and adapting to unprecedented challenges.
LEADERSHIP
DEVELOPMENT
Our global leadership development program, Leadership Edge, is focused on creating one leadership culture and helping managers become better leaders every day
In 2020, we introduced the Manager Excellence framework which clearly defines effective and inclusive leadership. We expect our managers to drive results, enable their teams, lead inclusively and grow talent. The framework will guide how we recruit, promote, develop, assess and reward managers, and hold them accountable
To support our managers through this period of unprecedented challenges, we pivoted from in-person to virtual coaching and classes. Contents were focused on leading inclusively, managing resilience, managing remotely and Leading in Turbulent Times. We achieved global attendance of approximately 19,000 across Leadership Edge programs in 2020
Our Operating Committee and other senior leaders delivered a virtual workshop to our ~300 newly appointed Managing Directors. 59% of the speakers were female and 54% ethnically diverse
EMPLOYEE
LEARNING
Our learning agenda is designed to enable our employees to succeed in their careers while navigating the digital transformation occurring in our economy
In 2020, we delivered over 7 million hours of training to employees globally, down 29% from the prior year due to a temporary COVID-related pause in non-essential learning
This enabled us to successfully redesign all in-person training programs into engaging virtual programs
The increase in digital and virtual learning provides employees with flexibility to learn anywhere, anytime
We developed health and safety training to help our employees prepare for return to the office when deemed safe
65% of employee learning was elective and not assigned training, a result of the culture of continuous learning we foster
We launched the LifeLong Learning Education Benefit program which provides employees with access to 300 accredited programs, many fully funded
JPMORGAN CHASE & CO.622021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
EMPLOYEE BENEFITS & WELLNESS
We are committed to providing compensation and benefits programs and policies that support the needs and lifestyles of our employees and their families. Our benefits and wellness strategy is based on three key components: Health (physical well-being), Balance (emotional well-being and social connectedness) and Finances (financial well-being).
Employee health and safety has been pushed to the forefront as a top priority in light of the COVID-19 pandemic. The Firm was awarded the "WELL Health-Safety Rating" for all 6,200 locations globally based on our operational policies, maintenance protocols, stakeholder engagement and emergency plans to address a COVID-19 environment. Since March, we enabled over 180,000 employees to work from home. For employees whose job requires them to continue working onsite, we quickly established strong health & safety protocols and have made a variety of diagnostic testing options available.
Specifically, in 2020, to help support employees and their families during the pandemic, we:
awarded over $100 million in special payments to employees whose job requires them to continue working onsite, with a focus on those with compensation less than $60,000;
enhanced our paid time off policies, including incremental five days off to handle COVID-19 related challenges, 14-days paid time if an employee contracted or had been in close contact with someone who has contracted COVID-19, and provided employees who are at higher risk and cannot work from home with job protected leave;
leveraged our clinical staff in driving COVID-19 related policies, including mask wearing policy, testing protocols, clinical triage, contact tracing efforts, and onsite safety protocols;
provided additional support for our employees with childcare needs, such as additional days of back-up childcare and full service childcare at our 14 dedicated onsite U.S. childcare centers, assistance with virtual learning and discounts for tutoring and other childcare services;
focused on our employees’ mental well-being by doubling the number of covered employee assistance sessions and providing group and individual support sessions offered by our onsite mental health professionals, which reached over 6,000 employees;
provided additional resources and support for managers and employees on coping with challenges during a crisis, including virtual management consultations on supporting teams during a crisis and various tip sheets, podcasts, seminars and other resources on topics such as fear, anxiety, loss/illness, compassion fatigue, loneliness, isolation, suicide, teen addiction and partner violence;
made COVID-19 diagnostic PCR (polymerase chain reaction) tests more accessible and available at no cost to U.S. employees and their eligible dependents by offering at-home self-administered tests, plus onsite and near-site testing options in select locations; and
launched virtual well-being programming around the globe to help support employees who were not able to access onsite programs and events including a specific focus on helping parents navigate home schooling and other parenting challenges during the pandemic.
Additionally, we continue to offer a comprehensive benefits and wellness package to our employees and their families, including healthcare coverage, retirement benefits, life and disability insurance, onsite health and wellness centers, employee assistance programs, competitive vacation and leave policies, backup childcare arrangements, tuition reimbursement programs and more.


2021 PROXY STATEMENT63JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
HEALTH
Our U.S. medical plan covers over 286,000 individuals, including approximately 134,000 employees, 102,000 children and 49,000 spouses/domestic partners, including those individuals who participate in the Simplified Medical Plan launched on January 1, 2020
We have an integrated wellness program. Approximately 87% of enrolled employees and 80% of enrolled spouses/domestic partners completed a Wellness Assessment; outside of the U.S., 6,000 employees underwent biometric assessments or health screenings
Our onsite Health & Wellness Centers help employees navigate urgent care needs and specialty services by accessing trusted clinicians
BALANCE
We increased the amount of paid leave provided to non-primary parental caregivers following the birth or adoption placement of a child, to a minimum of six weeks, up from two weeks (primary parental caregivers receive 16 weeks)
We continued to focus on mental health by expanding the “This is Me - A Dialogue on Mental Health” campaign, which features employees sharing their experiences on how they are dealing with and overcoming mental health issues
We offered education, support and awareness on important topics including suicide, substance abuse/addiction, and domestic violence
FINANCES
Effective January 2021, we raised our minimum wage for U.S.-based overtime-eligible employees to $16 - $20 per hour depending on the local cost of living
We provide comprehensive retirement benefits in the U.S., including a competitive 5% dollar-for-dollar 401(k) match for employees making up to $250,000 in cash compensation annually, plus additional non-matching retirement contributions of 3% - 5% of pay up to $100,000 annually
We made a $750 special award to employees earning less than $60,000 through 401(k) contributions in the U.S. and cash awards outside of the U.S.
We launched a new program for U.S. benefits-eligible employees called "My Finances and Me", offering several ways to help employees with their finances including online financial wellness assessments and free unlimited access to one-on-one telephonic financial coaching with certified financial planners
JPMORGAN CHASE & CO.642021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
3 
How performance determined pay in 2020
CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 83% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk PSUs. Other NEO pay is also strongly aligned to Firm and LOB performance, with a majority of their 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 2020 performance. The pages that follow summarize the performance of individual NEOs that drove the CMDC’s 2020 pay decisions.
NEO compensation table
Annual Compensation (For Performance Year)
Incentive Compensation
Name and principal positionYear     Salary     CashRSUs
PSUs1
     Total
James Dimon
Chairman and Chief Executive Officer
2020$1,500,000$5,000,000$-$25,000,000$31,500,000 
20191,500,0005,000,000-25,000,00031,500,000 
20181,500,0005,000,000-24,500,00031,000,000 
Daniel Pinto2
Co-President and Co-Chief Operating Officer;
Chief Executive Officer
Corporate & Investment Bank
20208,240,290-8,129,8558,129,85524,500,000 
20198,239,222-7,130,3897,130,38922,500,000 
20188,276,026-6,861,9876,861,98722,000,000 
Gordon Smith
Co-President and Co-Chief Operating Officer;
Chief Executive Officer
Consumer & Community Banking
2020750,0008,700,0006,525,0006,525,00022,500,000 
2019750,0008,700,0006,525,0006,525,00022,500,000 
2018750,0008,500,0006,375,0006,375,00022,000,000 
Mary Callahan Erdoes
Chief Executive Officer
Asset & Wealth Management
2020750,0008,100,0006,075,0006,075,00021,000,000 
2019750,0008,100,0006,075,0006,075,00021,000,000 
2018750,0007,900,0005,925,0005,925,00020,500,000 
Jennifer Piepszak3
Chief Financial Officer
2020750,0004,500,0003,375,0003,375,00012,000,000 
2019666,6673,733,3332,800,0002,800,00010,000,000 
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.
2Mr. Pinto’s fixed allowance of $7,635,000, which is paid in British pound sterling, and his salary of £475,000 are both unchanged from 2019 to 2020. For the purposes of determining the number of RSUs and PSUs granted to Mr. Pinto in 2021 for 2020 performance, the Firm established a grant date fair value per unit that takes into account that these awards do not carry the right to dividends or dividend equivalents prior to vesting, in accordance with local regulations.
3Ms. Piepszak was not a NEO in 2018.
INTERPRETING 2020 NEO COMPENSATION
The table above is presented to show how the CMDC and Board viewed compensation awarded for 2020 performance. It differs from how compensation is reported in the “Summary Compensation Table” (“SCT”) on page 73, 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 2021 for 2020 performance is shown as 2020 compensation. In the table above, the equity awards (RSUs and PSUs) granted in 2021 for 2020 performance are shown as 2020 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 2020 for 2019 performance are shown in the SCT as 2020 compensation.
2.The SCT reports the change in pension value and nonqualified deferred compensation and all other compensation. These amounts are not shown above.


2021 PROXY STATEMENT65JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
2020 CEO compensation is aligned with multi-year performance
James Dimon
CHAIRMAN & CHIEF EXECUTIVE OFFICER
In determining Mr. Dimon’s compensation, independent members of the Board took into account Mr. Dimon’s achievements across four broad performance dimensions: Business Results; Risk, Controls & Conduct; Client/Customer/Stakeholder; and Teamwork & Leadership. The Board considered that under Mr. Dimon’s stewardship, the Firm continued to build upon its strong momentum from prior years amid the unprecedented health and economic consequences of COVID-19.
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2020 Performance
Business
Results
Net income of $29.1B, EPS of $8.88, and ROTCE1 of 14% on average tangible common equity of $191B
Added $12.2B of credit reserves to absorb potential future losses and returned $16.3B of capital2 to shareholders
Maintained a quarterly dividend of $0.90 per share and suspended net share repurchases from March 15, 2020 through the end of the year to retain capital and reinforce our fortress balance sheet
Continued to make large investments in technology, including artificial intelligence, cloud, digital and payments, as well as other investments in innovation, talent, security and risk controls
Gained market share in many businesses, demonstrated strong expense discipline, and continued to achieve high customer satisfaction scores
Risk,
Controls &
Conduct
Continued to invest in our future, strengthen our risk and control environment, reinforce the importance of our culture and values, deliver on our long-standing commitment to serve our communities and conduct business in a responsible way to drive inclusive growth
Client /
Customer /
Stakeholder
Guided the Firm’s focus on accelerating investments to help our clients, customers, employees and communities
Continued to provide uninterrupted service to our clients and customers, while supporting and providing a safe work environment for our employees and helping those communities hit hard by the COVID-19 pandemic
Committed $250M to support communities globally through economic and public health challenges, assisted clients and businesses by extending credit or capital, supported customers through payment deferrals or assistance, and waived or refunded fees
As part of our Path Forward initiative, committed $30B to advance racial equity, harnessing our expertise in business, public policy and philanthropy across four core areas to help tackle racial inequities and provide economic opportunity for Black and Latinx communities
Announced a commitment to align our financing activities in three sectors – oil and gas, electric power and automotive manufacturing – with the goals of the Paris Agreement
Launched the Center for Carbon Transition (CCT) to engage clients in CIB and CB on their long-term business strategies and related carbon disclosures, and provide centralized access to sustainability-focused financing, research and advisory solutions
Improved our digital capabilities, made acquisitions that will enhance our product offerings and deepen our engagement with clients and customers, opened branches in new markets and received approval to open branches in 10 additional states which would allow us to be the first bank to operate branches in all of the lower 48 U.S. states
Teamwork &
Leadership
Protected and supported our employees throughout the COVID-19 pandemic, including: alternative work arrangements; enhanced office hygiene measures; over $100M in special payments to employees whose job require them to continue to work onsite; additional paid days off to manage personal needs; additional support for childcare needs; and expanded healthcare and well-being resources
Strengthened a highly effective succession and management development program, with a robust pipeline of leaders across the organization and a diversity, equity and inclusion strategy that attracts, motivates and retains top talent
Expanded the Operating Committee to include the heads of many of our largest businesses as well as the Firm's General Auditor as an ex-officio member. As of December 31, 2020, women represented 42% of our Operating Committee, which also includes representation of LGBT+ and ethnic minorities. Women executives manage many of the Firm’s core businesses and functions
Established an executive accountability framework that strengthens the way we incorporate diversity, equity and inclusion priorities and progress into year-end performance evaluations and compensation decisions for OC members and their direct reports
1 ROTCE is a non-GAAP financial measure. On a comparable U.S. GAAP basis, 2020 ROE was 12%. Refer to Note 1 on page 113 for a further discussion on this measure.
2 Refer to Note 2 on page 39.
JPMORGAN CHASE & CO.662021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
In addition to assessing Mr. Dimon’s performance, the CMDC and the independent members of our Board also considered the CEO pay of our primary financial services peers and other companies as a reference.
After considering these factors, the Board concluded that awarding Mr. Dimon $31.5 million (unchanged from 2019) was appropriate, particularly in light of the Firm’s strong absolute and relative performance over multiple years.
The chart alongside compares Mr. Dimon’s compensation to that of the CEOs of our financial services peers based on three-year average total compensation expressed as a percentage of net income.
 
Prior 3-Year Average % of Profits Paid to CEOs (2017-2019)1
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1Total compensation is comprised of 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 SCT. The most recently used peer compensation data is from 2019 since not all our financial services peers will have filed proxy statements containing 2020 compensation data before the preparation of this proxy statement. The percentage of profits paid is equal to three-year average CEO compensation divided by three-year average net income. Source: 2018-2020 proxy statements; 2017-2019 Form 10-K filings.

2021 PROXY STATEMENT67JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
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How we performed against our business strategy
image_0120a.jpg
How performance determined pay in 2020
2020 NEO pay-for-performance summaries
Below are summaries of our NEOs’ achievements against the Firm’s four broad performance dimensions, including: Business Results; Risk, Controls & Conduct; Client/Customer/Stakeholder; and Teamwork & Leadership.
Daniel Pinto
CO-PRESIDENT & CO-COO; CEO: CORPORATE & INVESTMENT BANK
Mr. Pinto was appointed Co-President and Co-Chief Operating Officer of the Firm in January 2018, in addition to serving as CEO of the CIB since March 2014. In 2017, Mr. Pinto and Mr. Smith assumed responsibility for Global Technology. Mr. Pinto previously served as Co-CEO of the CIB since 2012.
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2020 Performance
Business
Results
CIB achieved record net income of $17.1B on record revenue2 of $49.3B, with a market leading ROE of 20%
Record IB fees of $9.5B, up 25%; record revenues in Equity Capital Markets of $2.8B and Debt Capital Markets of $4.4B, up 66% and 23% respectively
Record Markets revenue of $29.5B, up 41%; record revenues in Fixed Income of $20.9B and Equity $8.6B, up 45% and 33% respectively
Added $2.4B of credit reserves
Expanded share of industry wallets in IB fees and Markets
Ranked #1 in global IB fees for the 12th consecutive year with wallet share of 9.2%3 (highest since 2009)
Ranked #1 in Total Markets with 12.9%4 wallet share (#1 in Fixed Income; Co-#1 in Equities)
Closed gap in Global Equities to be co-ranked #1
As Co-President & Co-COO, continued to jointly 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
Risk,
Controls &
Conduct
Oversaw the Brexit strategy, which continues to be executed post the U.K. departure from the European Union
Continued to maintain strong risk discipline across all business activities with a focus on addressing issues and enhancing controls in key areas
Continued to make significant progress in addressing regulatory and enforcement matters affecting the business, including addressing obligations under a deferred prosecution agreement with the Department of Justice related to historical trading practices by former employees in the precious metals and U.S. treasuries markets
Client /
Customer /
Stakeholder
Expanded client feedback and relationship review programs globally
Continued executing on a multi-year technology transformation program supporting improved business delivery and internal efficiencies
Continued to build out advanced payment products
Launched the Development Finance Institution aimed at financing development activities in Emerging Markets
Continued to progress business in China Securities, including research, underwriting, trading and brokerage businesses
Supported clients through the COVID-19 pandemic by managing higher trading, payment and deposit volumes
Teamwork &
Leadership
At the request of the Board, led the Firm with Mr. Smith during Mr. Dimon's recuperation from emergency surgery
Continued to develop talent at the most senior level; several members of the CIB Management Team were asked to join the Firm's Operating Committee
Continued to advance hiring through the ReEntry Program, and continued focus on diverse representation and talent development
Continued as the OC sponsor of the Adelante BRG and was a speaker at their summer and Hispanic Heritage month virtual events
Jointly launched and chaired the Business Head Forums which included leaders across the Firm's major businesses
Mobilized the workforce to work remotely where feasible to ensure employee safety through the COVID-19 pandemic
1Refer to Note 2 on page 65.
2The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 114 for a definition of managed basis.
3Dealogic as of January 4, 2021.
4Coalition, 2020 market share analysis is based on preliminary results, reflects JPMorgan Chase’s share of the global industry revenue pool and is based on JPMorgan Chase’s business structure.
JPMORGAN CHASE & CO.682021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
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How we performed against our business strategy
image_0120a.jpg
How performance determined pay in 2020
Gordon Smith
CO-PRESIDENT & CO-COO; CEO: CONSUMER & COMMUNITY BANKING
Mr. Smith was appointed Co-President and Co-Chief Operating Officer of the Firm in January 2018, in addition to serving as CEO of CCB since December 2012. In 2017, Mr. Smith and Mr. Pinto assumed responsibility for Global Technology. Mr. Smith previously served as CEO of the Card, Merchant Services and Auto Finance businesses.
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2020 Performance
Business
Results
CCB achieved net income of $8.2B on revenue1 of $51.3B, with ROE of 15%
Average deposits of $851.4B (up 22%); average loans of $448.3B (down 6%)
Added $7.8B of credit reserves
Largest active digital and mobile customer base among U.S. banks2; active digital and mobile customers3 increased by 5% and 10% from 2019, respectively
Digital mortgage applications represented over 60% of all consumer applications in the fourth quarter of 2020, and the rate of end-to-end digital engagement in Chase MyHome has more than tripled since the first quarter of 2020
Home Lending originations of $113.8B, the highest since 2013; record Auto loan and lease originations of $38.4B
#1 in national retail deposit market share at 9.8%4; #1 primary bank within Chase footprint5; tied for #2 in the J.D. Power 2020 U.S. Primary Mortgage Origination Satisfaction Study
As Co-President & Co-COO, continued to jointly lead the oversight of Firmwide support functions to drive execution and delivery of functional transformation, work with business leaders across the Firm on execution of strategic priorities, and provide oversight of critical Firmwide initiatives
Risk,
Controls &
Conduct
Continued proactive cybersecurity and controls monitoring through business innovation, new technologies (e.g., machine learning), and addressing elevated and emerging risks
Continued to make significant progress in addressing regulatory matters affecting the business, as well as addressing issues and enhancing controls
Developed automated solutions to enhance efficiency and effectiveness to identify issues, and support enhanced operational risk and control review monitoring
Established framework to capture inventory, report and govern business changes resulting from the COVID-19 pandemic
Client /
Customer /
Stakeholder
Opened 158 branches, including 87 branches in new markets in 2020 for a total of approximately 170 branches opened in new markets since expansion began
Throughout the COVID-19 pandemic, gradually re-opened branches in April, with nearly 90% of branches returning to full services by the end of the year; helped small businesses secure funding through the SBA's PPP; offered small businesses deferred payments and waived late fees on loans, lines of credit and business credit cards; supported customers by providing payment delay assistance on credit cards, auto loans and leases, and mortgages
Focused on the Firm's Path Forward commitment of $30B to advance racial equity over five years, including promoting and expanding affordable housing and homeownership, growing Black and Latinx owned businesses, promoting and expanding to improve financial health and access to banking through new branch openings in select communities, and opened two Community & Innovative Branches in Baltimore and Minneapolis
Launched Chase First Banking focused on helping parents teach their children good money habits sooner
Continued to introduce new and refreshed card products and partnerships
Teamwork &
Leadership
At the request of the Board, led the Firm with Mr. Pinto during Mr. Dimon's recuperation from emergency surgery
Continued to make progress against CCB’s diversity and inclusion strategy to improve diverse representation and drive an inclusive culture and experience
OC co-sponsor of the Access Ability BRG and supported additional BRG-sponsored events throughout the year
Continued focus on development of key talent, succession planning and training opportunities
Jointly launched and chaired the Business Head Forums which included leaders across the Firm's major businesses
1The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 114 for a definition of managed basis.
2Based on 4Q20 peer disclosure for JPM’s CCB, Bank of America’s Consumer Banking, Wells Fargo’s Consumer Banking and Lending, and Citi’s North America GCB segments.
3Active digital customers are users of web and/or mobile platforms who have logged in within the past 90 days; active mobile customers are users of all mobile platforms who have logged in within the past 90 days.
4FDIC 2020 Summary of Deposits survey per S&P Global Market Intelligence. Limits all branches to $500mm deposits. Includes all commercial banks, savings banks, and savings institutions as defined by the FDIC.
5Chase is tied with one other bank for first place, as per the Kantar 2020 Retail Banking Monitor (~3,000 surveys per quarter or ~12,000 per rolling four quarters). Data are based on Chase footprint, excluding recent expansion markets.

2021 PROXY STATEMENT69JPMORGAN CHASE & CO.

COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
Mary Callahan Erdoes
CEO: ASSET & WEALTH MANAGEMENT
Ms. Erdoes was appointed Chief Executive Officer of Asset & Wealth Management in September 2009. She previously served as CEO of Wealth Management from 2005 to 2009.
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2020 Performance
Business
Results
AWM1 achieved record net income of $3.0B on record revenue2 of $14.2B; ROE of 28%; and pre-tax margin of 28%
AUM1 of $2.7T and client assets1 of $3.7T, up 17% and 18% respectively
Positive long-term AUM1 flows across all asset classes and channels
Record average deposits1 of $162.0B (up 20%); record average loans1 of $166.3B (up 13%)
Best Private Bank in the World (Global Finance); Best Private Bank for Mega High Net Worth Clients (Euromoney); Best Product Knowledge, Best Additional Research, Best Market Crisis Communications (Citywire); ETF Provider of the Year (Money Age); Asset Manager of the Year (Asian Investor)
Risk,
Controls &
Conduct
Continued accountability for deepening the Firm’s fiduciary culture, including leading efforts to strengthen governance, oversight, and training with consistent expectations
Advanced modeling for qualitative investment risk framework
Continued regular and constructive engagement with regulators
Client /
Customer /
Stakeholder
80% of 10-year long-term mutual fund AUM1 performing in top two quartiles
Launched EveryDay 401(k), a new retirement solution built for small U.S. businesses, in partnership with Chase Business Banking
Enhanced authentication and new detection tools for fraud, preventing millions of losses for clients
Delivered insights to clients by hosting over 1,600 virtual events with more than 670,000 external attendees
Approved for first foreign asset management joint venture with 100% ownership of China International Fund Management (CIFM)
Teamwork &
Leadership
Retained 96% of top talent and focused on development of high-performing and diverse talent
Continued to drive programs like ReEntry and the Firmwide diversity agenda; executive sponsor of the NextGen BRG
39% of Asset Management AUM managed by female portfolio managers, above the industry
Quickly mobilized workforce to work remotely; at the peak and through most of the COVID-19 pandemic, 97% of employees worked remotely
Drove training agenda forward, including a hands-on coding training for employees








1Refer to Additional notes, Note 4, on page 114.
2The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 114 for a definition of managed basis.
JPMORGAN CHASE & CO.702021 PROXY STATEMENT

EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
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How we performed against our business strategy
image_0120a.jpg
How performance determined pay in 2020
Jennifer Piepszak
CHIEF FINANCIAL OFFICER
Ms. Piepszak was appointed Chief Financial Officer on May 1, 2019. She previously served as the CEO for Card Services from 2017 to April 2019. Prior to that, Ms. Piepszak served as CEO of Business Banking and CFO for Mortgage Banking.
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2020 Performance
Business
Results
Provided oversight of the corporate crisis management and Firmwide resiliency teams, which quickly mobilized to execute resiliency plans at the onset of COVID-19
Co-led the Firmwide return to the office strategy and planning efforts for employees globally, while prioritizing health and safety protocols
Managed the Firm's balance sheet, capital and liquidity position through the crisis and across a range of stress scenarios, including implementing the Current Expected Credit Loss (CECL) accounting standard and transitioning to the Stress Capital Buffer (SCB) framework
Successfully filed CCAR in April and completed the resubmission in November
Risk,
Controls &
Conduct
Engaged in constructive and active dialogue with key regulators, maintaining transparency on the Firm's COVID-19 response and capital management
Maintained controls and refined reporting processes to accommodate new U.S. regulatory reporting requirements due to the pandemic
Continued to maintain strong risk discipline across the organization with a focus on remediating open issues, enhancing controls, and reinforcing culture and conduct principles
Client /
Customer /
Stakeholder
Participated in 100+ events globally, continuing strong engagement internally, and externally with investors, research analysts, regulators, and clients
Engaged frequently with the Board throughout the year as the crisis evolved
Continued to drive the transformation and automation agenda for the finance organization resulting in greater efficiency
Managed a leading Investor Relations function, receiving external recognitions and positive feedback on custom content in earnings presentations
Teamwork &
Leadership
Focused on continuing to improve diverse representation, succession planning and cultivating development opportunities for key senior leaders
Regularly set the tone in words and actions to reinforce the importance of culture, including expanding and leading diversity and inclusion efforts across the organization
Delivered strong results on key training and engagement initiatives encompassing skills of the future
Champion of Firmwide diversity initiatives; an active member of the Women on the Move steering committee

2021 PROXY STATEMENT71JPMORGAN CHASE & CO.

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 Compensation & 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, 2020. This report is provided as of March 16, 2021, by the following independent directors, who comprise the Compensation & Management Development Committee:
Stephen B. Burke (Chair)
Linda B. Bammann
Todd A. Combs
Virginia M. Rometty

      
The Compensation Discussion and Analysis is intended to describe our 2020 performance, the compensation decisions for our Named Executive Officers and the Firm’s philosophy and approach to compensation. The following tables on pages 73-80 present additional information required in accordance with SEC rules, including the Summary Compensation Table.

JPMORGAN CHASE & CO.722021 PROXY STATEMENT

Table of Contents
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 2020 for 2019 performance. The “NEO Compensation” table on page 65 shows how the CMDC viewed compensation actions for 2020 performance.
Name and
principal position
Year
Salary ($)1
Bonus
($)2
Stock
awards ($)3
Change in pension
value and non-qualified
deferred compensation
earnings ($)4
All other
compensation ($)5
Total ($)
James Dimon
Chairman and CEO
2020$1,500,000 $5,000,000   $25,000,000 $21,845 $142,709 6$31,664,554 
20191,500,000 5,000,000 24,500,000 34,370 578,246 31,612,616 
20181,500,000 5,000,000 23,000,000 13,905 520,139 730,034,044 
Daniel Pinto
Co-President and Co-COO; CEO CIB
20208,240,290 8— 14,260,778 — 46,118 922,547,186 
20198,239,222 — 13,723,974 — 72,246 22,035,442 
20188,276,026 — 12,761,372 — 68,548 21,105,946 
Gordon Smith
Co-President and Co-COO; CEO CCB
2020750,000 8,700,000 13,050,000 4,135 4,000 1022,508,135 
2019750,000 8,700,000 12,750,000 9,071 — 22,209,071 
2018750,000 8,500,000 11,550,000 4,089 — 20,804,089 
Mary Callahan Erdoes
CEO AWM
2020750,000 8,100,000 12,150,000 52,633 5,000 1121,057,633 
2019750,000 8,100,000 11,850,000 54,269 — 20,754,269 
2018750,000 7,900,000 11,250,000 — — 19,900,000 
Jennifer Piepszak12
Chief Financial Officer
2020750,000 4,500,000 5,600,000 45,851 5,000 1310,900,851 
2019666,667 3,733,333 3,300,000 46,527 — 7,746,527 
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 2020). At the maximum level of performance, the value of PSUs awarded in 2020 would be: $37,500,000 for Mr. Dimon; $10,695,584 for Mr. Pinto; $9,787,500 for Mr. Smith; $9,112,500 for Ms. Erdoes; and $4,200,000 for Ms. Piepszak. The Firm’s accounting for employee stock-based incentives is described in Note 9 to the Firm’s Consolidated Financial Statements in the 2020 Annual Report on pages 221-222, which may be accessed on our website at jpmorganchase.com, under Investor Relations. No SARs or stock options were granted to NEOs in 2020.
4Amounts for years 2020, 2019 and 2018 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 2020, 2019 and 2018.
5“All other compensation” includes the cost, if any, for a named executive officer’s spouse to attend business-related events where spousal attendance is expected or customary. This did not exceed the greater of $25,000 or 10% of the named executive officer’s total perquisites and personal benefits except as specifically noted in the footnotes that follow.
6The “All other compensation” column for Mr. Dimon includes: $5,000 in employer non-matching contributions to the U.S. defined contribution plan, which replaces the employer benefit to the Firm's qualified noncontributory U.S. defined benefit pension plan that was frozen effective January 1, 2020; $35,714 for personal use of corporate aircraft; $38,900 for personal use of corporate cars; and $62,317 for the cost of residential, personal travel, and related security paid by the Firm. Mr. Dimon’s personal use of corporate aircraft and cars, and certain related security, is required pursuant to security measures approved by the Board. 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.
7The 2018 amount has been revised.
8Since Mr. Pinto is located in the U.K., 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 an annual cash fixed allowance, which from June 2017, has been payable in equal monthly installments. Mr. Pinto’s salary of £475,000 is denominated and paid in British pound sterling (“GBP”) and his fixed allowance of $7,635,000 is denominated in USD and paid in GBP. Both are unchanged since 2016. The CMDC elected to defer 100% of Mr. Pinto’s variable compensation into equity – 50% into RSUs and 50% into PSUs – in order to maintain a comparable deferred equity portion to similarly situated Firm employees. For the purposes of this table, a blended applicable rate of 1.27429 U.S. dollars per GBP, which was based on a 10-month average rate, has been used to convert Mr. Pinto’s salary to U.S. dollars for 2020. The blended applicable rates used to convert Mr. Pinto’s salary for 2019 and 2018 were 1.27205 and 1.34953 U.S. dollars per GBP, respectively.
9The “All other compensation” column for Mr. Pinto includes $20,254 in employer contributions to a non-U.S. defined contribution plan; $20,518 in tax compliance assistance for non-U.K. business travel; and $3,422 for personal use of cars.
10The “All other compensation” column for Mr. Smith includes $4,000 in employer non-matching contributions to the U.S. defined contribution plan.
11The “All other compensation” column for Ms. Erdoes includes $5,000 in employer non-matching contributions to the U.S. defined contribution plan.
12Ms. Piepszak was not a NEO in 2018.
13The “All other compensation” column for Ms. Piepszak includes $5,000 in employer non-matching contributions to the U.S. defined contribution plan.


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EXECUTIVE COMPENSATION TABLES | EXECUTIVE COMPENSATION
II. 2020 GRANTS OF PLAN-BASED AWARDS1
The following table shows grants of plan-based awards made in 2020 for the 2019 performance year.
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 Dimon1/21/2020    181,977    272,966         $25,000,000   
Daniel Pinto1/21/202061,6137,130,389
1/21/202059,42089,1307,130,389
Gordon Smith1/21/202047,4966,525,000
1/21/202047,49671,2446,525,000
Mary Callahan Erdoes1/21/202044,2216,075,000
1/21/202044,22166,3326,075,000
Jennifer Piepszak1/21/202020,3822,800,000
1/21/202020,38230,5732,800,000
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 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, 2021, the Firm awarded RSU and PSU awards as part of the 2020 annual incentive compensation. Because these awards were granted in 2021, they do not appear in this table, which is required to include only equity awards actually granted during 2020. These 2021 awards are however reflected in the “NEO Compensation” table on page 65. No SARs have been awarded since 2013.
2For NEOs other than Mr. Pinto, PSUs vest on March 25, 2023, and are subject to a two-year holding period post-vesting. In accordance with U.K. regulations, for Mr. Pinto, PSUs vest in five equal installments on March 25, 2023, 2024, 2025, 2026 and 2027 and are subject to: (i) a twelve-month holding period for all installments post-vesting, (ii) a two-year holding period for the installment vesting on March 25, 2023, with the holding periods associated with (i) and (ii) above running concurrently. Each PSU represents the right to receive one share of common 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 for NEOs other than Mr. Pinto, 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. Under rules applicable in the U.K., for Mr. Pinto, the PSUs are not eligible for reinvested dividend equivalent shares and an assessment is also made of his qualitative performance in determining the ultimate number of PSUs that will vest.
3For NEOs other than Mr. Pinto, RSUs vest in two equal installments on January 13, 2022 and 2023. 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. Under rules applicable in the U.K., for Mr. Pinto, RSUs vest in five equal installments on January 13, 2023, 2024, 2025, 2026 and 2027 are subject to a twelve-month holding period post-vesting. Mr. Pinto’s RSUs are not eligible for dividend equivalents.
4Represents the aggregate grant date fair value for RSUs and PSUs. For NEOs other than Mr. Pinto, the aggregate grant date fair value 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 shares granted (for RSUs) or target number of PSUs. For Mr. Pinto, the grant date fair value takes into account that these awards do not carry the right to dividends or dividend equivalents prior to vesting, in accordance with local regulations.

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EXECUTIVE COMPENSATION | EXECUTIVE COMPENSATION TABLES
III. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2020
The following table shows the number of shares of the Firm’s common stock underlying (i) exercisable SARs and (ii) RSUs and PSUs that had not yet vested held by the Firm’s Named Executive Officers on December 31, 2020.
Option awardsStock awards
Name   
Option/
stock award
grant date1
   
Number of
securities
underlying
unexercised
options: #
exercisable1,2,3
   Option
exercise
price ($)
   Option
expiration
date
   
Number of
shares or units
of stock that
have not
vested1,3
   
Number of
unearned
performance
shares or units
of stock that have
not vested1,3,4
James Dimon    
1/18/2012    562,430a$35.611/18/2022         — 
1/16/20185333,123b— 

1/15/2019386,440 b
1/21/2020280,686 b
Total awards (#)562,430 333,123 667,126 
Market value ($)6
$51,439,848 $42,329,940 $84,771,701 
Daniel Pinto
1/18/201282,115 a$35.611/18/2022
1/17/2013104,603 a46.581/17/2023
1/17/201782,040 c
1/17/201750,787 d
1/16/2018597,614 d

1/16/201863,680 d
1/15/201983,586 d117,210 d
1/21/202061,613 d89,130 d
Total awards (#)186,718 439,320 206,340 
Market value ($)6
$15,929,733 $55,824,392 $26,219,624 
Gordon Smith
1/16/2018$25,724 e— 

1/16/2018583,644 b— 

1/15/201963,411 e100,554 b
1/21/202047,496 e73,259 b
Total awards (#)220,275 173,813 
Market value ($)6
$$27,990,344 $22,086,418 


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EXECUTIVE COMPENSATION TABLES | EXECUTIVE COMPENSATION

Option awardsStock awards
Name
Option/
stock award
grant date1
Number of
securities
underlying
unexercised
options: #
exercisable1,2,3
Option
exercise
price ($)
Option
expiration
date
Number of
shares or units
of stock that
have not
vested1,3
Number of
unearned
performance
shares or units
of stock that have
not vested1,3,4
Mary Callahan Erdoes
1/17/2013105,143 a$46.581/17/2023— — 
1/16/201825,056 e— 

1/16/2018581,472 b— 

1/15/201958,935 e93,456 b
1/21/202044,221 e68,208 b
Total awards (#)105,143 209,684 161,664 
Market value ($)6
$8,462,960 $26,644,546 $20,542,644 
Jennifer Piepszak
1/16/2018$8,909 e— 
1/15/201932,825 e— 
1/21/202020,382 e31,438 b
Total awards (#)62,116 31,438 
Market value ($)6
$$7,893,080 $3,994,827 
1The awards set forth in the table were granted with the following vesting schedules:
aSARs vest in five equal installments, in years one, two, three, four and five
bPSUs vest in year three including any dividends that are reinvested over the vesting period
cPSUs vest in five equal installments, in years three, four, five, six and seven including any dividends that are reinvested over the vesting period
dPSUs and RSUs vest in five equal installments, in years three, four, five, six and seven
eRSUs vest in two equal installments, in years two and three
2All outstanding SARs were exercisable as of December 31, 2020.
3Value based on $127.07, which was the closing price per share of our common stock on December 31, 2020.
4Represents the maximum number of shares that NEOs may receive over the vesting period in connection with PSU awards granted and accumulated reinvested dividend equivalent shares, as applicable, as of December 31, 2020.
5Represents PSU awards for which the performance period ended on December 31, 2020. The CMDC certified the applicable performance criteria for the PSUs on March 16, 2021; the PSUs subsequently vested on March 25, 2021 as noted in the applicable footnotes b and d.
6For option awards, this represents the market value of in-the-money SARs; for stock awards it represents the value of unearned PSUs or RSUs that have not vested.
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EXECUTIVE COMPENSATION | EXECUTIVE COMPENSATION TABLES
IV. 2020 OPTION EXERCISES AND STOCK VESTED TABLE
The following table shows the number of shares acquired and the value realized during 2020 upon the exercise of stock options and the vesting of PSUs and RSUs previously granted to each of the Named Executive Officers.
Option awardsStock awards
Name
Number of
shares acquired
on exercise
(#)
Value
realized on
exercise ($)1
Number of
shares acquired
on vesting (#)
Value
realized on
vesting ($)2
James Dimon367,377$19,574,765412,233$37,037,134
Daniel Pinto75,0004,254,18833,2043,575,340
Gordon Smith163,19417,376,988
Mary Callahan Erdoes162,52617,285,821
Jennifer Piepszak21,3412,699,546
1Values were determined by multiplying the number of shares of our common stock, to which the exercise of the options related, by the difference between the per-share fair market value of our common stock on the date of exercise and the exercise price of the options.
2Values were determined by multiplying the number of PSUs and RSUs, as applicable, that vested by the per-share fair market value of our common stock on the vesting date.
V. 2020 PENSION BENEFITS
The table below sets forth the retirement benefits expected to be paid to our Named Executive Officers under the Firm’s retirement plans. The terms of the plans are described below the table. No payments were made under these plans during 2020 to our NEOs.
NamePlan nameNumber of years of
credited service (#)
Present value of
accumulated benefit ($)
James DimonRetirement Plan20$194,312 
Excess Retirement Plan20460,794 
Daniel Pinto— 
Gordon SmithRetirement Plan1365,830 
Excess Retirement Plan1312,024 
Mary Callahan ErdoesRetirement Plan24409,410 
Excess Retirement Plan2436,091 
Jennifer PiepszakRetirement Plan26337,797 
Excess Retirement Plan26689 
Retirement Plan — The JPMorgan Chase Retirement Plan is a qualified noncontributory U.S. defined benefit pension plan that provided benefits to substantially all U.S. employees. The Plan was frozen with respect to pay 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 Plan benefits as a result of this change. The Plan employed a cash balance formula (in the form of pay and interest credits) to determine amounts at retirement. Pay credits ceased effective with the plan 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.
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. The plan is closed to new participants and accruals under the plan were discontinued as of May 1, 2009.

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EXECUTIVE COMPENSATION TABLES | EXECUTIVE COMPENSATION
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 8 to the Firm’s Consolidated Financial Statements in the 2020 Form 10-K on pages 216-220. Key assumptions include the discount rate (2.50%); interest rates (4.75% crediting to project cash balances; 2.00% to convert annuities to lump sums and lump sums to annuities) and mortality rates (for the present value of annuities, the Pri-2012 (white-collar) projected generational mortality table with projection scale MP2020; 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 85%) or life annuities (with probability of 15%). Benefits from the Excess Retirement Plan are paid as single-sum distributions. No death or other s