J.P.Morgan Shareholder Engagement Presentation Deck
A Say-on-Pay Response
We focused our engagements on executive compensation, and
shareholders were primarily focused on the one-time awards
Key Shareholder Engagement Highlights
128
shareholders contacted
WHAT WE DID
Prior to the 2022 Annual Meeting, a third of our time with
shareholders was spent discussing their executive compensation
concerns
172
shareholder meetings
. More than 80% of the time on executive compensation was spent
on the 2021 one-time awards, indicative of shareholders' primary
concern
The decision to grant one-time awards and their quantitative impact
on shareholders' pay-for-performance assessment models was the
key focus for shareholders and why they reported that they
ultimately voted against the Say-on-Pay proposal
Following the 2022 Annual Meeting, a third of our time with
shareholders was spent discussing their expectations for
executive compensation going forward
75% of the time on executive compensation was spent on the 2021
one-time awards and what shareholders considered the appropriate
response to address their concerns
For additional information and footnotes, please see slide 15
JPMORGAN CHASE & CO.
49%
common shares outstanding
H
20%¹
engaged with Lead Independent Director
WHAT WE HEARD
Most shareholders gave primary feedback that they:
● Disfavor one-time awards and requested a commitment of no
more grants to the current CEO
Felt the one-time special awards lacked direct performance
conditions that would have mitigated their concerns
Some shareholders gave additional feedback that while not the
driver of their Say-on-Pay vote they:
Wanted a better understanding of how the Compensation &
Management Development Committee (CMDC) assesses
Operating Committee (OC) member performance
Shareholders' primary requests in order to support our Say-on-Pay resolution in 2023 were commitments from the Board
in 2023 to grant no future special awards to Mr. Dimon; and to consider direct performance conditions if any other NEO
were to receive a future special award under appropriate and rare circumstances
● Requested limitations, guardrails and disclosure on the CMDC's
discretion in determining cash incentives
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