J.P.Morgan Shareholder Engagement Presentation Deck
E Other Shareholder Proposals
The independent chair proposal would prevent the Board from exercising its
discretion to make the best-informed decision on its leadership structure
The Board of Directors recommends that shareholders vote AGAINST the independent chair proposal (Proposal 5)
REASONS FOR BOARD'S RECOMMENDATION TO VOTE AGAINST
The Board is focused on a successful transition of the current CEO's role. Continuity of
experience complements ongoing Board refreshment and succession planning for the
CEO leadership transition
. Following the 2021 Annual Meeting, the Firm engaged extensively with shareholders and
adopted a general policy, upon the next CEO transition, that the Chair and CEO
positions shall be separate, subject to the Board's determination of the leadership
structure that best serves the Firm and its shareholders at the time (see below)
The policy requested by the shareholder proposal would be adverse to the interests of
the Firm's shareholders by restricting the Board's ability to use its experience,
judgment, boardroom insight and ongoing shareholder feedback to make the best-
informed decision on its leadership structure based on then-current facts and
circumstances
• The Board evaluates the Firm's leadership structure on an annual basis and believes that
using its judgment to determine the appropriate structure is a core Board function and a
key part of fulfilling its fiduciary duty to shareholders
• Contrary to the proponent's assertion, the Board determined that the current Lead
Independent Director, Stephen B. Burke, is independent. Moreover, his tenure has
allowed him to gain invaluable institutional knowledge making him extremely effective as
Lead Independent Director
• JPMorgan Chase's Lead Independent Director role includes robust responsibilities,
independent authority and provides a strong counterbalance to the Chair. A Lead
Independent Director is appointed when the Chair is not independent
4.1 Non-executive chair
Upon the next Chief Executive Officer transition, the general policy of the Board shall
be that the Chair and Chief Executive Officer positions shall be separate and that each
position shall be held by a different individual, subject to the Board's determination of
the Board leadership structure that best serves the Firm and its shareholders.
Jamie Dimon
Chairman & CEO
JPMORGAN CHASE & CO.
Stephen Burke
Lead Independent Director
The Board also considered the long-term performance of the Firm during the
tenure of the current CEO in the combined role
Since Mr. Dimon became CEO, the Firm has delivered ROTCE that has
consistently and substantially outperformed that of our PSU performance group by
more than 400bps on average
• An investment made in the Firm 10 years ago would have significantly outperformed
that of the KBW Bank and S&P Financials indices by 88 and 151 percentage points,
respectively, demonstrating strong TSR
This enduring outperformance demonstrates the capabilities of the current CEO in
overseeing the Firm's business in the combined role
IN RESPONSE TO SHAREHOLDER FEEDBACK, WE RECENTLY MADE THE FOLLOWING KEY UPDATES TO OUR CORPORATE GOVERNANCE PRINCIPLES
4.2 Lead independent director
When the position of Chair is not held by an independent director, the independent
directors shall annually appoint an independent director to serve as Lead Independent
Director for a one-year term.
The Firm's continued strong financial performance and meaningful progress
on key initiatives, as described throughout the Proxy Statement, is evidence
that the current structure allows for effective execution on strategic priorities
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