2024 Proxy Supplement

April 2024

Executive Summary

A Executive

Compensation

Board

Composition &

B Executive

Succession

Planning

C

Human Rights

D

Other Proposals

  • We recommend voting FOR management proposals on executive compensation and the amended and restated long-term incentive plan
  • We recommend voting AGAINST the excessive golden parachute shareholder proposal because the key terms of the proposal are not compatible with the Firm's compensation program. The Firm does not provide golden parachute agreements and there are no employment agreements
  • We recommend voting FOR all Board Director nominees
  • We recommend voting AGAINST the Independent Chair shareholder proposal because the Board believes its discretion is critical to fulfilling its fiduciary duties and that its general policy on separating the Chair and CEO roles upon the next CEO transition best serves the Firm and its shareholders
    • The Firm's continued strong financial performance and meaningful progress on key initiatives demonstrates that the current structure has worked over the long term and the proponent has provided no contrary empirical evidence to support their preferred structure
  • We recommend voting AGAINST the Indigenous Peoples' rights indicators shareholder proposal because the proponent has failed to provide any credible evidence of the ineffectiveness of our risk-based approach to environmental & social ("E&S") issues
  • We recommend voting AGAINST the report on due diligence in conflict-affected and high-risk area ("CAHRA") shareholder proposal because the proponent has not evidenced the need for or potential benefit of the requested report
  • We have firmwide policies and standards related to human rights already in place, including an escalation and due diligence process conducted by E&S subject matter experts
  • We recommend voting FOR the ratification of the auditor as the Firm's independent registered public accounting firm
  • We recommend voting AGAINST all other shareholder proposals as they do not explain how they advance the long-term financial interests of the Firm's shareholders
    • Some proposals suggest a solution without identifying a problem and some provide no empirical evidence of financial effectiveness

2

Executive Summary

We execute a robust, ongoing shareholder engagement program to gather valuable feedback to share with senior management and our Board

Ongoing discussions with shareholders to consider their perspectives on our practices

  • In 2023, we solicited feedback through approximately 200 engagements with 120 shareholders that represented 50% of the Firm's outstanding common stock
  • Our engagements with shareholders focused on Board and management succession planning, executive compensation, technology, including artificial intelligence, and cybersecurity
  • We also discussed the Firm's sustainability efforts, including its climate strategy, in addition to a variety of discussions on the Firm's strategy and its financial and operating performance

ENGAGEMENT METRICS (% CUMULATIVE COMMON SHARES OUTSTANDING)

Institutional investors1 in

Outreach to shareholders2

Engagement with shareholders2

Lead Independent Director

shareholder base

participation in engagements2

~74%

~67%

~50%

~25%

For additional information and endnotes, please see slide 18

3

Executive Summary

We recommend shareholders vote FORmanagement proposals and AGAINSTshareholder proposals at the 2024 Annual Meeting

Proposal

Proposal title

Management

Reason

number

recommendation

1

Election of directors

FOR

The Board nominees possess the skills, experience, personal attributes and tenure needed to guide the Firm's strategy,

and to effectively oversee the Firm's risk management and internal control frameworks, and management's execution of

its responsibilities

2

Advisory resolution to approve

FOR

For 2023 pay decisions, the Compensation & Management Development ("CMDC") recognized the Firm's continued focus

executive compensation

on serving our clients and customers around the world amid ongoing, growing geopolitical tensions, economic uncertainty,

elevated inflation and higher rates, while investing in and executing on long-term strategic initiatives

3

Approval of amended and restated

FOR

We believe that voting in favor of the long-term incentive plan is important, as a well-designed equity program serves to

long-term incentive plan effective

strengthen the alignment of employees' long-term economic interests with those of shareholders while not causing

May 21, 2024

unreasonable dilution to shareholders

4

Ratification of independent

FOR

The members of the Audit Committee and the Board believe that continued retention of the auditor as the Firm's

registered public accounting firm

independent external auditor is in the best interests of JPMorgan Chase and its shareholders

5

Independent board chairman

AGAINST

The proposal's requested policy is adverse to the interests of the Firm's shareholders because it restricts the Board's

ability to use its experience, judgment, boardroom insight and ongoing shareholder feedback to make the best-informed

decision on its leadership structure based on current facts and circumstances

6

Humanitarian risks due to climate

AGAINST

We do not agree with the implied premise that progress on business-driven climate objectives hinders progress on

change policies

sustainable development, or vice versa. The Firm's decisions are made based on facts, business principles and long-term

shareholder value, not social or political agendas

7

Indigenous Peoples' rights indicators

AGAINST

The Proponent makes inaccurate assertions about the Firm's financing activities and cites subjective determinations by

sources that are not necessarily aligned with or knowledgeable about our shareholders' long-term financial interests. The

Firm has adopted and implemented appropriate policies and practices that address the concerns raised by the proponent

8

Proxy voting alignment

AGAINST

J.P. Morgan Asset Management Inc. ("JPMAM") makes its own independent investment and proxy voting decisions, which

are not constrained or dictated by its membership in organizations. To do otherwise would be contrary to JPMAM's

fiduciary duty to its clients

9

Report on due diligence in

AGAINST

The proposal makes broad, unsubstantiated allegations that the Firm has operations and relationships that are implicated

conflict-affected and high-risk areas

in violations of international humanitarian and human rights law, and cites a number of subjective, inaccurate and biased

determinations by sources that are not necessarily aligned with shareholders' long-term financial interests. The Firm has

adopted and implemented appropriate policies and practices that address the concerns raised by the proponent

10

Shareholder opportunity to vote on

AGAINST

The Firm does not provide golden parachute agreements, including any accelerated cash/equity payments or special

excessive golden parachutes

benefits upon a change in control. There are no employment agreements, and Named Executive Officers ("NEOs") are not

entitled to special severance benefits

11

Report on respecting workforce

AGAINST

There is no evidence of discrimination based on religion or political views. Producing the requested report would divert

civil liberties

resources from the meaningful work the Firm is already doing to create a more diverse and inclusive business and would

provide no additional information to shareholders

4

  1. Executive Compensation - Proposal 2: Advisory Resolution To Approve Executive Compensation

For 2023 pay decisions, the CMDC considered the Firm's record results, successful acquisition of First Republic Bank1 and growth across our lines of business

The Board of Directors recommends that shareholders vote FORexecutive compensation (Proposal 2)

Among other metrics, the CMDC considered that the Firm achieved managed revenue2 of $162.4B, which was a record for the sixth consecutive year, as well

as record net income of $49.6B and ROTCE2 of 21%, which is among the highest of our peers

The Board approved the annual compensation for 2023 for Mr. James Dimon, CEO, in the amount of $36M (~4% increase YoY)

  • The annual compensation for 2023 reflects Mr. Dimon's continued exemplary leadership of the Firm
  • The Firm achieved record results and successfully navigated and supported its clients and customers through the regional bank turmoil and completed the acquisition of First Republic Bank1

JPMORGAN CHASE PRE-TAX INCOME2

Reported Pre-Tax Income ($B)

Managed Pre-Tax Income ($B)

$69.0

Pre-Tax Income (ex. LLR) ($B)

$51.0

$51.1

$53.3

$47.6

Our relative CEO pay-for-performance alignment has been consistently strong and more efficient than our primary peers

(as listed below)

3-YEAR AVERAGE ANNUAL CEO PAY AS A % OF PROFITS (2021-2023)3

JPMorgan Chase

0.08%

Bank of America

0.11%

Wells Fargo

0.14%

Citigroup

0.16%

Goldman Sachs

0.22%

Morgan Stanley

0.29%

American Express

0.40%

Updates to the Performance Share Unit ("PSU") Program

For the 2023 PSU awards granted in January 2024, the CMDC maintained the key structure of the design with select updates to address external factors and enhance the rigor of the PSU program:

PSU Peers: Following the acquisition of

Credit Suisse by UBS (both PSU peer

companies) in 2023, the CMDC removed

Credit Suisse from the peer group without

replacement, resulting in 10 peer

companies used to evaluate relative

ROTCE performance for new and

outstanding awards. Our current PSU

Peers continue to reflect large financial

services companies with at least 30% of

JPMorgan Chase's revenue mix

PSU relative Payout Scale: In conjunction

with the removal of Credit Suisse, the

CMDC approved an updated relative

Payout Scale. Rank #11 payout is now 0%

$44.9 $47.6

$35.8 $38.8

$59.6 $63.2

$46.2 $49.7

$61.6 $65.9

2019

2020

2021

2022

2023

For additional information and endnotes, please see slide 18

The Firm's average percentage of net income paid to Mr. Dimon continues to rank among the lowest of our peers, demonstrating our

strong pay-for-performance alignment and a

more efficient CEO pay-allocation ratio

(compared to 40% previously) for new and

outstanding awards

Common Equity Tier 1 ("CET1") capital

ratio 4 hurdle: Given increased capital

requirements since the introduction of this

risk-based hurdle in 2017, the CMDC

approved increasing the hurdle by 50 basis

points, from 7.5% to 8% for new awards

5

  1. Executive Compensation - Proposal 2: Advisory Resolution To Approve Executive Compensation

The Firm experienced growth across all of our market-leading lines of business, achieved record financial results, and maintained a fortress balance sheet

Strong Results Across all Lines of Business1, 2

Leading Franchises

(YoY % Change)

Revenue

$70.1B

~28%

Consumer & Community

Pre-Tax Income ex. LLR

$30.0B

~44%

#1 U.S. Retail Deposit Market Share3

Banking ("CCB")

Net Income

$21.2B

~42%

Return on Equity

38%

~9% pts

Corporate & Investment

Bank ("CIB")

Revenue

$48.8B

~1%

Pre-Tax Income

$20.1B

~2%

#1 Total Markets and Global IB Fees4, 5

Net Income

$14.1B

(~5%)

Return on Equity

13%

(~1% pts)

Commercial Banking

("CB")

Revenue

$15.5B

~35%

Pre-Tax Income ex. LLR

$9.9B

~47%

Net Income

$6.1B

#1 Multifamily Lender6

~46%

Return on Equity

20%

~4% pts

Asset & Wealth

Management ("AWM")

Revenue

$19.8B

~12%

Pre-Tax Income

$6.9B

~19%

Net Income

$5.2B

#1 Total Client Asset Flows7

~20%

Return on Equity

31%

~6% pts

For additional information and endnotes, please see slide 18

6

  1. Executive Compensation - Proposal 3: Approval of Amended and Restated Long-Term Incentive Plan

Our Long-Term Incentive Plan is designed to strengthen the alignment of employees' long-term economic interests with those of shareholders

The Board of Directors recommends that shareholders vote FORthe Long-Term Incentive Plan (Proposal 3)

2024 PLAN DETAILS

  • We are seeking shareholder approval of our Amended and Restated JPMorgan Chase Long-Term Incentive Plan (the "2024 Plan") to renew the term of the 2021 Plan by four years to a term date of May 31, 2028 and authorize an additional ~38.2M shares, to bring the total number of authorized shares for awards to 81M, which is less than the total number of shares authorized under the 2021 plan by 4M shares
  • The 2024 Plan will continue to incorporate our non-employee Director compensation program
  • Our shareholders indicated a preference for more frequent requests for approval of a smaller quantity of shares, as opposed to larger quantities less frequently. As a result, the CMDC and the Board considered this feedback in determining the number of shares to request for authorization under the 2024 Plan
  • Since 2020, the Firm's employees increased by nearly 55,000 as we continued to invest in our front office, operations and technology. As such, in the 2024 Plan, the total authorized shares per employee will decrease to approximately 261 shares from 333 shares, if approved

  • Features of the 2024 Plan
  • The 2024 Plan maintains many of the governance practices and features of the 2021 Plan, including:
    • The exclusion of our stock option/stock appreciation rights recycling feature;
    • The inclusion of a one-year minimum vesting requirement for the 5% of shares that are exempt from the minimum three-year vesting;
    • The reduction of the maximum number of shares that can be granted as Incentive Stock Options from 20M to 7M; and
    • The standard of review for actions under the 2024 Plan

KEY DATA ABOUT OUR PRACTICES

We have historically demonstrated prudence in our use of shares for equity compensation and have maintained our annual share usage ("Burn Rate") and potential dilution levels under the Long-Term Incentive Plan in recent years. Furthermore, the Firm has demonstrated the value to shareholders of a disciplined compensation approach with one of the lowest compensation expense ratios amongst our primary financial services peers

HISTORICAL BURN RATE1

HISTORICAL TOTAL POTENTIAL DILUTION2

Including share repurchases

Excluding share repurchases

0.8%

0.8%

4.5%

0.7%

0.7%

4.3%

4.1%

4.0%

3.8% 3.5%

4.0%

3.8%

0.6%

3.6%

3.2%

2019 2020 2021 2022 20232019 2020 2021 2022 2023

HISTORICAL COMPENSATION EXPENSE RATIO3

2021

2022

2023

45%

46%

43%

45%

41% 38% 39%

43%

41%

30% 32% 34%

35% 35% 37%

32% 32% 29%

15% 14% 13%

American Express

JPMorgan Chase

Goldman Sachs

Citigroup

Bank of America

Wells Fargo

Morgan Stanley

For additional information and endnotes, please see slide 18

7

  1. Executive Compensation - Proposal 10: Shareholder Opportunity To Vote On Excessive Golden Parachutes

Proposal 10 is not compatible with the Firm's compensation program because the Firm does not provide employment or golden parachute agreements

The Board of Directors recommends that shareholders vote AGAINSTthe Golden Parachute shareholder proposal (Proposal 10)

The proposed policy is unnecessary and would provide no meaningful additional benefits to shareholders

1

2

3

4

5

No Employment or Golden Parachute Agreements

The Firm does not provide golden parachute agreements. There are no employment agreements and NEOs are not entitled to special severance benefits

The key terms of the proposal are not compatible with our Firm's compensation program for our NEOs

Including Equity is Not Market Practice

The inclusion of equity awards does not align with general market practices

Using the proponent's definition, a severance payout would include equity, which represents the majority of annual incentive compensation for all NEOs

Our Severance is Below 2.99x

All employees participate at the same level of severance that is capped at 52 weeks of salary or $400,000 for U.S.-based employees

The proposal would allow severance packages up to

2.99 times the sum of the executive's base salary plus target short-term bonus without shareholder approval

The Firm does not have target short-term bonuses but awards annual variable incentives in cash and equity

Goes Beyond Change in Control

The proposal defines golden parachute payments as that which is paid out or vests due to a senior executive's termination for any reason

This can be interpreted to mean that it should apply beyond a change in control event to payments awarded under any termination trigger, including in the event of retirement, employment termination or resignation

Misleading Peer Comparisons

The proponent notes this proposal received majority support at four other companies but fails to note that each of these companies have employment agreements that provide for additional severance benefits of the type that do not exist at the Firm

Shareholders have not raised specific feedback or concerns relating to the Firm's severance policies or practices

  • Shareholders can voice their support or concerns on the Firm's executive compensation program through the annual Say-on-Pay vote and our Board has a demonstrable history of being responsive to shareholders' concerns
  • In addition, the Firm's long-term incentive plan is approved by shareholders and governs the specified provisions in the equity award agreements on the treatment of unvested equity awards under certain termination events

8

  1. Board Composition & Executive Succession Planning - Proposal 1: Election of Directors

Board nominees bring leadership experience, skills and diversity aligned with the Firm's business and strategy with a well-balanced mix of tenure

The Board of Directors recommends that shareholders vote FORour Board nominees (Proposal 1)

Meet Our Board Nominees

Stephen Burke, 65

Linda Bammann, 68

Todd Combs, 53

Alicia Boler Davis, 55

James Dimon, 68

Tenure: 20

Tenure: 11

Tenure: 8

Tenure: 2

Tenure: 20

LID, CMDC*, CGNC

RC*, CMDC

CGNC*, CMDC

RC

Chairman

Alex Gorsky, 63

Mellody Hobson, 55

Phebe Novakovic, 66

Virginia Rometty, 66

Mark Weinberger, 62

Tenure: 2

Tenure: 6

Tenure: 4

Tenure: 4

Tenure: 1

RC1

PRC*, RC

AC, PRC

CGNC, CMDC

AC2

Mr. Flynn and Mr. Neal have decided to retire from the Board and are not standing for

re-election when their terms expire on the eve of this year's Annual Meeting

Committee Legend

LID

Lead Independent Director

CMDC

Compensation & Management Development Committee

CGNC

Corporate Governance & Nominating Committee

AC

Audit Committee

RC

Risk Committee

PRC

Public Responsibility Committee

*indicates Chair of committee

WE APPOINTED ONE NEW DIRECTOR THROUGH OUR ONGOING RECRUITMENT AND RENEWAL PROCESS

Mark A. Weinberger, 62

Retired Global Chairman and Chief Executive

Officer of Ernst & Young LLP ("EY")

Mr. Weinberger's executive experience and skills were among the Board's recruitment priorities as they complement the Board's existing composition and support effective oversight of the Firm's strategy

Career Highlights

EY, a leading global professional services organization providing assurance, consulting, strategy and transactions and tax services

  • Global Chairman and Chief Executive Officer (2013-2019)
  • Member, Global Executive Board (2008-2019)

U.S. Government, appointments by four presidential administrations

  • Member, President's Strategic and Policy Forum (2017)
  • Member, President's Infrastructure Task Force (2015-2016)
  • Assistant Secretary, U.S. Department of Treasury (Tax Policy) (2001-2002)
  • Member, U.S. Social Security Administration Advisory Board (2000)
  • Chief Tax and Budget Counsel, U.S. Senate (1991-1994)

Composition of Board Nominees

90%

50%

20%

WELL-BALANCED TENURES

5

3

2

Independent

Women

Black or African American

1-5 years

6-10 years

10+ years

For additional information and endnotes, please see slide 18

9

  1. Board Composition & Executive Succession Planning - Proposal 1: Election of Directors

The Board is focused on executive succession planning and positioning the Firm for continued future success

EXECUTIVE SUCCESSION PLANNING

  • Executive succession planning is a priority for the Board and the Firm's senior leadership, with the objective of having a pipeline of the best executives who lead inclusively for today and the future
  • The Board continues to oversee management's development of several Operating Committee ("OC") members who are well-known to shareholders as strong potential candidates to succeed Mr. Dimon. Individual OC members have been provided with opportunities to gain exposure to different parts of the business and to deepen their leadership experience in new and expanded roles such as with the recent senior management changes and new alignments announced in January 2024
  • The Board believes that these senior management changes and new alignment will help the Firm better serve its clients as well as further develop the Firm's most senior leaders. Should the need arise in the near term, the Board views Daniel Pinto as a key executive who is immediately ready to fulfill the responsibilities of the CEO

RECENT SELECT CHANGES IN OPERATING COMMITTEE, BOARD DIRECTORS AND FIRM STRUCTURE

2021

2022

20231

2024

Operating

New roles and new OC member

New roles for OC members

New role for OC member

New roles and new OC member

Committee

Jenn Piepszak and Marianne Lake

Daniel Pinto became the Firm's sole

Teresa Heitsenrether became Chief

Jenn Piepszak and Troy Rohrbaugh

became Co-Chief Executive Officers

President and Chief Operating Officer

Data & Analytics Officer

were named Co-CEOs of the

of CCB

Sanoke Viswanathan became Chief

Retirement

expanded Commercial & Investment

Bank (expanded CIB)

Jeremy Barnum became Chief

Strategy and Growth Officer

Carlos Hernandez retired as Executive

Financial Officer and joined the OC

Doug Petno became Co-CEO of

Chair of Investment & Corporate

Global Banking

Sanoke Viswanathan joined the OC

Banking

Marianne Lake became sole CEO

Retirement

of CCB

Gordon Smith retired as co-President

Tim Berry, Global Head of Corporate

& co-COO and CEO of CCB

Responsibility and Chair of the

Mid-Atlantic region, joined the OC

Board Directors

New Lead Independent Director

New Board member

New Board member

New Board member

Stephen Burke became Lead

Alex Gorsky joined the Board

Alicia Boler Davis joined the Board

Mark Weinberger joined the Board

Independent Director

Retirements

The Board announced the retirements

of Tim Flynn and Michael Neal

Firm structure

Business acquisition

Business reorganization

Completed acquisition of First

Combined the Corporate and

Republic Bank2

Investment Bank (formerly CIB) and

Formed new organization

Commercial Bank (formerly CB) into

the expanded Commercial and

Formed the Data & Analytics

Investment Bank (expanded CIB)

Organization to assist with firmwide

adoption of AI

For additional information and endnotes, please see slide 18

10

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JPMorgan Chase & Co. published this content on 25 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 April 2024 22:22:02 UTC.