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
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