J.P.Morgan Shareholder Engagement Presentation Deck slide image

J.P.Morgan Shareholder Engagement Presentation Deck

A Say-on-Pay Response We responded to shareholders' concerns by enhancing our executive compensation program in several ways Shareholder Feedback Most shareholders disfavor one-time special awards and requested a commitment of no more special grants to the current CEO Most shareholders felt the one-time special awards lacked direct performance conditions that would have mitigated their concerns Some shareholders wanted to better understand how the CMDC assesses Operating Committee member performance Some shareholders requested limitations, guardrails and disclosure on the CMDC's discretion in determining cash incentives For additional information and footnotes, please see slide 15 JPMORGAN CHASE & CO. Our Response: New policy and compensation structures informed by shareholder feedback • One-time awards are not a common practice and the CMDC has unequivocally committed to shareholders that future special awards will not be granted to Mr. Dimon • The CMDC has also extended this commitment to Mr. Pinto, and for 2022 and going forward the CMDC has decided to align Mr. Pinto's compensation structure with that of Mr. Dimon, such that Mr. Pinto will no longer receive equity in RSUS, only PSUs The CMDC has confirmed that no one-time special awards are currently under consideration for the Firm's other Named Executive Officers ("NEOS") • The CMDC has unequivocally committed that if a future one-off special grant is considered for other NEOs it will include direct performance conditions; for example, such as those that currently exist in our annual PSU awards • Any such grants to NEOs would only be under appropriate and rare circumstances The CMDC assesses OC member performance by applying: ~50% weighting to business results ("the what") ● ~50% weighting to qualitative factors ("the how") • The CMDC has unlimited downward discretion to adjust variable compensation in the event of a significant shortcoming in any one dimension. No single performance dimension in isolation determines compensation. Business Results -50% weighting on "the what" • New for 2022 and going forward, the CMDC introduced a policy that caps Mr. Dimon's annual cash incentive award at 25% of his total compensation The same annual cash incentive award cap also applies to Mr. Pinto for 2022 and going forward • The CMDC used its discretion to not grant the maximum cash award of $8.6M to Mr. Dimon in 2022, limiting it to $5M¹, resulting in 85% of his incentive compensation being awarded in at-risk PSUs, the highest ratio of at-risk performance-based awards among his peers • The total cash compensation awarded to Mr. Dimon of $6.5M is consistently among the lowest and well below the $9.0M median of the total cash amounts paid to his peers² Risk, Controls & Conduct Client/ Customer/ Teamwork & Stakeholder Leadership -50% weighting Ion qualitative considerations, "the how" $1.5M $3.6M cash award opportunity not paid in cash (paid in PSUS) ו - $28.0M $34.5M I $5.0M ос Member Performance Salary Cash Award Total Cash: $6.5M PSUS Total Compensation 3
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