Ratification of PwC as Auditor
MANAGEMENT PROPOSALS
Proposal #4: Approval of Amendment to Long-Term Incentive Plan
The Board of Directors recommends you vote FOR this proposal
JPMorgan Chase's Long-Term Incentive Plan (the "Plan") was last approved by
shareholders on May 17, 2011. Pursuant to its terms, the Plan has a four-year
duration and will expire on May 31, 2015. The primary purpose of the
amendment is to extend the term of the Plan for an additional 4 years (until May
31, 2019), and to authorize 95 million carryover shares from the existing Plan
pool (canceling approximately 157 million shares out of the 252 million shares
remaining, as of February 28, 2015)
We believe that voting in favor of our proposed amendment to the Firm's Long-
Term Incentive Plan is important, as a well-designed equity program serves to
align employees' long-term economic interests with those of shareholders while
incurring reasonable dilution to shareholders. Without such approval, the Firm
would lose a critical shareholder alignment feature of our compensation
framework
The proposal is organized around three key considerations that we believe
shareholders should focus on in their evaluation of our Plan:
1. We use shares responsibly and have significantly reduced our request for
shares to be made available under the Plan based on shareholder feedback.
2. Our equity practices promote the long-term interests of shareholders and
create a culture of success amongst our employees.
3. Our equity program reinforces individual accountability through strong
recovery provisions.
32% 32% 32%
JPMorgan Chase & Co.
1 See note 3 on slide 12
2 See note 4 on slide 12
3 See note 5 on slide 12
21% 19% 18%
American Express
43%
39% 40%
Bank of America
36%
2012 2013 2014
31% 31%
Historical Total
Potential Dilution ¹
Historical Compensation Expense Ratio³
Citigroup
Historical
Burn Rate²
7
14.9%
2010
2.5%
2010
38% 37% 37%
Goldman Sachs
17.0%
2011
For additional detail, see 2015
Proxy Statement pages 74-82
1.9%
2011
Consistent decrease in potential Dilution
60%
14.2%
2012
Consistent decrease in Burn Rate
1.9%
2012
50% 52%
12.6%
Morgan Stanley
2013
1.5%
2013
33%
11.5%
2014
1.0%
2014
36% 35%
Wells Fargo
JPMORGAN CHASE & Co.View entire presentation