Ratification of PwC as Auditor slide image

Ratification of PwC as Auditor

MANAGEMENT PROPOSALS Proposal #2: Advisory resolution to approve executive compensation The Board of Directors recommends you vote FOR this proposal Compensation Discussion & Analysis Roadmap 1. How did we perform? 2. How do we assess performance and determine pay? 3. How did we pay our CEO and other NEOS? 4. What are our pay practices? 5. How do we address risk & control? For additional detail, see 2015 Proxy Statement pages 30-68 Business results: Strong underlying financial performance across each line of business while maintaining a fortress balance sheet and delivering sustained shareholder value ■ Risk & Control: Sig cant progress enhancing our controls, while reinforcing our culture of accountability ■ Customers & Clients: Strengthened our franchises by focusing on customers' and clients' experience ■ People Management & Leadership: Continued investment in developing our employees and strengthening our pipeline of leaders by taking a very proactive approach to succession planning Proactive and rigorous approach to assessing performance against priorities enables the CMDC and Board to make fully informed decisions ■ Performance assessed using a holistic approach over a multi-year period in order to drive short-, medium-, and long- term shareholder value ■ Pay levels set commensurate with individual, line of business, and Firm performance, along with the need to attract and retain top talent ■ Mr. Dimon and the other Named Executive Officers ("NEOS") delivered strong Firm, line of business and individual performance in 2014, continuing their momentum from 2013 ■2014 NEO pay levels were determined based on 2014 performance, historical performance, and positioning of our Firm for future success Majority of NEO compensation is performance-based, and deferred into long-term equity, which is linked to stock price performance and subject to forfeiture ■ Sound compensation philosophy drives compensation program features and related decision making at every level of the Firm ■ Executives do NOT receive any special benefits, special severance, golden parachutes or guaranteed bonuses ■ Stock ownership guidelines and retention requirements create strong alignment with shareholders ■ We actively seek feedback on pay practices from our shareholders and strongly consider it in making compensation related decisions ■ Strong corporate governance and independent Board oversight provides appropriate level of support and scrutiny of compensation program ■ Enhanced and extensive processes to discuss material risk and control issues that may potentially result in a compensation pool or individual impact ■ Senior and certain other employees are subject to strong clawback and recovery provisions to hold them accountable ■ Strict no hedging/pledging policy for executive officers to strengthen the alignment of such officers' economic interests with those of shareholders 4 Pages 33-37 Pages 38-40 Pages 41-50 Pages 51-53 Pages 54-57 JPMORGAN CHASE & Co.
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