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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 14a-101)
SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.__ )
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Annual Meeting of Shareholders
Proxy Statement
2021


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JPMorgan Chase & Co.
383 Madison Avenue
New York, New York 10179-0001
April 7, 2021
Dear fellow shareholders:
We are pleased to invite you to attend the annual meeting of shareholders to be held in a virtual meeting format only, via the Internet, on May 18, 2021 at 10:00 a.m. Eastern Time. Shareholders are provided an opportunity to ask questions about topics of importance to the Firm’s business and affairs, to consider matters described in the proxy statement and to receive an update on the Firm’s activities and performance.
We hope that you will attend the meeting. We encourage you to designate the persons named as proxies on the proxy card to vote your shares even if you are planning to attend. This will ensure that your common stock is represented at the meeting.
This proxy statement explains more about the matters to be voted on at the annual meeting, about proxy voting, and other information about how to participate. Please read it carefully. We look forward to your participation.
Sincerely,
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James Dimon
Chairman and Chief Executive Officer



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A Letter from Jamie Dimon, Our Chairman and CEO, and Stephen B. Burke, Our Lead Independent Director
April 7, 2021
Dear fellow shareholders:
As we reflect and consider future plans, we are keenly focused on the lessons from 2020. A year into the pandemic, COVID-19 has affected many of us personally, the world is still fighting to combat the spread, and we are only beginning to address its economic fallout. Events brought into sharp focus societal gaps, including with respect to racial equity and access to health care. Yet, throughout 2020, as unprecedented events unfolded, we were there to support our clients and customers, employees, and communities. We did this by staying true to our fundamental business principles and commitment to building long-term value for our shareholders.

While substantial work lies ahead, we are pleased with how we have responded thus far. The Firm’s performance demonstrated the strength of our complete, global, and diversified business model. Despite the challenging environment, we generated record revenue, while adding to our credit reserves to be prepared for future challenges. We gained market share in our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores, maintained a fortress balance sheet, and paid dividends and returned excess capital to shareholders through share repurchases.

The Board recognizes that continued strong performance requires vigilant focus on our core business principles – exceptional client service; operational excellence; integrity, fairness and responsibility; and a great team and culture. Through our oversight of the Firm’s strategic planning process, we hold management accountable for abiding by these principles, while navigating change and driving innovation. This includes thoughtful investments in technology and acquisitions that will enhance our product offerings, and deepen engagement with clients, customers, and communities in which we live and work. In 2020, we particularly emphasized innovations to expand digital banking capabilities for people navigating the new remote environment. We also emphasized the need to support our clients and customers, protect employees, and assist our communities while managing risks associated with the pandemic. To provide close oversight, the Board met more often, received more frequent updates, and paid particular attention to how circumstances informed the Firm’s overall strategy.

With respect to our team, success is not possible without a first-rate management team. Identifying, developing, and nurturing senior leaders is one of the Board’s highest priorities. To set ourselves up for success, your Board
regularly reviews succession planning for the CEO and the Operating Committee. We also meet with members of the Operating Committee and other senior leaders. This year, the Firm expanded the Operating Committee to include the heads of several of our largest businesses, to give them greater responsibility and broader exposure to firmwide issues. This expansion has also given the Board more opportunities to get to know a broad range of leaders who currently, and in the future will, execute the firm’s strategy and enhance our strong culture.

The Board also knows that our success is driven by the success of all our people and our reputation as a firm. Our culture is built on our core values of respect, integrity and inclusion, and we are focused on being an employer of choice for all talent. We are committed to hiring and retaining employees from all races, ethnicities, genders, sexual orientations, abilities, backgrounds, experiences and locations. In addition, this year, the Firm announced that we would invest $30 billion over the next five years to advance racial equity and help combat systemic racism within the communities in which we work. Management has detailed plans on how the firm will leverage its expertise in business, policy, and philanthropy to meet these goals. We have also developed a framework to hold management accountable for meeting these goals.

We also continued to take important steps to promote sustainability and reduce our environmental impact. Our 2020 initiatives included a commitment to align certain financing activities with the goals of the Paris Agreement, financing of more than $220 billion for transactions that advance the United Nations Sustainable Development goals and completion of the Firm’s inaugural green bond issuance of $1 billion.

Your dedicated directors are committed to these objectives and to maintaining a vital Board in the future. This year, we remained focused on our Board’s future. In December, we were fortunate to add Phebe Novakovic, Chairman and CEO of General Dynamics, to our Board and are pleased to nominate her for election by shareholders at the annual meeting. She brings to the Board an impressive combination of skills, experience and personal qualities that will serve our shareholders, the Firm, and the Board well.

We would also like to take this opportunity to again thank Lee Raymond, who retired from the Board in December 2020. We benefited greatly from his insights and contributions as a director and a trusted advisor. We all


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share his optimism about JPMorgan’s future and Steve Burke is honored to succeed Lee as Lead Independent Director in working with our Board and management to deliver on that.

We look forward to continuing to deliver value to our customers, shareholders, and stakeholders. On behalf of the entire board, we are grateful for your support of the Board and the Firm.


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James Dimon
Chairman and Chief Executive Officer
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Stephen B. Burke
Lead Independent Director


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Notice of 2021 Annual Meeting of Shareholders and Proxy Statement
DATE
Tuesday, May 18, 2021
TIME
10:00 a.m. Eastern Time
ACCESS
The 2021 Annual Meeting will be held in a virtual meeting format only, via the Internet. If you plan to participate in the virtual meeting, please see “Information about the annual shareholder meeting.” Shareholders will be able to attend, vote, examine the stockholders list and submit questions (both before, and for a portion of, the meeting) from any location via the Internet. Shareholders may participate online by logging in at www.virtualshareholdermeeting.com/JPM2021.
We encourage you to submit your proxy prior to the annual meeting.
RECORD DATE
March 19, 2021
MATTERS TO BE
Election of Directors
VOTED ON
Advisory resolution to approve executive compensation
Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021
Shareholder proposals, if they are properly introduced at the meeting
Any other matters that may properly be brought before the meeting
By order of the Board of Directors
John H. Tribolati
Secretary
April 7, 2021
YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE PROMPTLY.
JPMorgan Chase & Co. uses the Securities and Exchange Commission (“SEC”) rule permitting companies to furnish proxy materials to their shareholders via the Internet. In accordance with this rule, on or about April 7, 2021, we sent to shareholders of record at the close of business on March 19, 2021, a Notice of Internet Availability of Proxy Materials (“Notice”), which includes instructions on how to access our 2021 Proxy Statement and 2020 Annual Report online, and how to vote online for the 2021 Annual Shareholder Meeting.
If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.
To be admitted to the annual meeting at www.virtualshareholdermeeting.com/JPM2021, you must enter the control number found on your proxy card, voting instruction form or Notice you previously received. See “Information about the annual shareholder meeting” on page 107. At the virtual meeting site, you may follow the instructions to vote, access the stockholders list and ask questions before or during the meeting.
If you hold your shares through a broker, your shares will not be voted unless (i) you provide voting instructions or (ii) the matter is one for which brokers have discretionary authority to vote. Of the matters to be voted on at the annual meeting, the only one for which brokers have discretionary authority to vote is Proposal 4, the ratification of the independent registered public accounting firm. See “What is the voting requirement to approve each of the proposals?” on page 109.


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Table of ContentsRECOMMENDATIONS
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Board governance
 
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Overview84
 
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This proxy statement contains forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe” or other words of similar meaning. Forward-looking statements provide JPMorgan Chase & Co.’s (“JPMorgan Chase” or the “Firm”) current expectations or forecasts of future events, circumstances, results or aspirations, and are subject to significant risks and uncertainties. These risks and uncertainties could cause the Firm’s actual results to differ materially from those set forth in such forward-looking statements. Certain of such risks and uncertainties are described in JPMorgan Chase’s Annual Report on Form 10-K for the year ended December 31, 2020 ("2020 Form 10-K"). JPMorgan Chase does not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made.
No websites that are cited or referred to in this proxy statement shall be deemed to form part of, or to be incorporated by reference into, this proxy statement.


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PROXY SUMMARY
2021 Proxy summary
This summary highlights information in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Terms not defined in the text of this proxy statement can be found in the “Glossary of selected terms and acronyms” on page 121.
Your vote is important. For more information on voting and attending the annual meeting, see “Information about the annual shareholder meeting” on page 107. This proxy statement has been prepared by our management and approved by the Board of Directors, and is being sent or made available to our shareholders on or about April 7, 2021.
Annual meeting overview: Matters to be voted on
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MANAGEMENT PROPOSALS
 
The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals
(for more information see page referenced):
 
1.Election of Directors
2.Advisory resolution to approve executive compensation
3.Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021
4.Ratification of independent registered public accounting firm
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SHAREHOLDER PROPOSALS (if they are properly introduced at the meeting)
 
The Board of Directors recommends you vote AGAINST each of the following shareholder proposals
(for more information see page referenced):
 
5.Improve shareholder written consent
6.Racial equity audit and report
7.Independent board chairman
8.Political and electioneering expenditure congruency report


2021 PROXY STATEMENT
1
JPMORGAN CHASE & CO.

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PROXY SUMMARY
 
The Firm demonstrated strong financial performance in 2020
 
The Firm continued to build upon its strong momentum from prior years amid the unprecedented health and economic consequences of COVID-19. In 2020, the Firm reported record revenue1 of $122.9 billion and net income of $29.1 billion, or $8.88 per share, with return on common equity ("ROE") of 12% and return on tangible common equity ("ROTCE")2 of 14%, while adding $12.2 billion of credit reserves during the year to absorb potential future losses and returning $16.3 billion of capital to shareholders (including common dividends and net share repurchases). We gained market share in our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores and maintained a fortress balance sheet.
 
JPMORGAN CHASE & CO.
 
 
$29.1B
$8.88
12%
14%
$81.75
$66.11
$16.3B
  
NET INCOME

EARNINGS
PER SHARE (“EPS”)
 ROE
ROTCE2
BOOK VALUE
PER SHARE
(“BVPS”)
TANGIBLE
BOOK VALUE
PER SHARE
(“TBVPS”)2
NET CAPITAL
DISTRIBUTIONS3
  
 
 
CONSUMER &
COMMUNITY BANKING
CORPORATE &
INVESTMENT BANK
COMMERCIAL
BANKING
ASSET & WEALTH
MANAGEMENT
   
  
$8.2B
NET INCOME
15%
ROE
       
$17.1B
NET INCOME
20%
ROE
       
$2.6B
NET INCOME
11%
ROE
       
$3.0B
NET INCOME
28%
ROE
  
   
 
Revenue1 of $51.3B
Average deposits of $851.4B (up 22%); average loans of $448.3B (down 6%)
Primary bank relationships for over 75% of Consumer Banking checking households
Maintained #1 market share in Card, based on U.S. sales and outstandings
Largest active digital and mobile customer base among U.S. banks, customers up 5% and 10% respectively4
Added $7.8B of credit reserves
Record net income on record revenue1 of $49.3B
Record Investment Banking ("IB") fees of $9.5B (up 25%); record Markets revenue of $29.5B (up 41%)
#1 in Markets revenue; #1 in IB fees for 12 consecutive years
#2 custodian globally as measured by assets under custody of $31T (up 15%)
#1 in USD Payments volume
Added $2.4B of credit reserves

Revenue1 of $9.3B
Record gross IB revenue5 of $3.3B (up 22%), surpassing long-term target of $3B, including record year for both Middle Market Banking & Specialized Industries ("MMBSI") and Corporate Client Banking & Specialized Industries ("CCBSI")
Record Middle Market expansion market revenue of $911M (up 13%), approaching $1B target
Average deposits of $237.6B (up 38%); average loans of $218.9B (up 5%)
Added $1.7B of credit reserves
Record net income6 on record revenue1,6 of $14.2B; pre-tax margin of 28%
Record assets under management ("AUM")6 of $2.7T (up 17%) and client assets6 of $3.7T (up 18%)
80% of 10-year long-term mutual fund AUM6 performing in top two quartiles
Record average deposits6 of $162.0B (up 20%); record average loans6 of $166.3B (up 13%)
 
 EXCEPTIONAL CLIENT FRANCHISES FORTRESS BALANCE SHEET & PRINCIPLES LONG-TERM SHAREHOLDER VALUE 
 



1The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 114 for a definition of managed basis.
2ROTCE and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 113 for a further discussion of these measures.
3Refer to Note 2 on page 39.
4Refer to Notes 2 and 3 on page 69.
5Refer to Additional notes, Note 3, on page 114.
6Refer to Additional notes, Note 4, on page 114.
JPMORGAN CHASE & CO.
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PROXY SUMMARY
 
The Firm has demonstrated sustained, strong financial performance over time
 
We have generated strong financial results over time, significantly increasing net income by over 50% over the past 10 years while adding substantial credit reserves and capital. Over this period we increased average common equity by over 35% to $237 billion, and average tangible common equity ("TCE")1 by over 50% to $191 billion to support growth in the businesses and maintain a fortress balance sheet. We have maintained strong ROE and ROTCE1 over time.
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We have also delivered sustained growth in EPS, BVPS and TBVPS1 over the past 10 years, reflecting compound annual growth rates of 8%, 6% and 8%, respectively over the period.
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1Average TCE, ROTCE and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 113 for a further discussion of these measures.
2Excluding the impact of the enactment of the Tax Cuts and Jobs Act (“TCJA”) of $(2.4) billion and a legal benefit of $406 million (after-tax) in 2017, adjusted net income would have been $26.5 billion, adjusted ROTCE would have been 13% and adjusted EPS would have been $6.87. Adjusted net income, adjusted ROTCE and adjusted EPS are each non-GAAP financial measures; refer to Notes on non-GAAP financial measures, Note 2, on page 113 for a further discussion of these measures.

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PROXY SUMMARY
 
Total shareholder return (“TSR”)
 
TSR1 was (6)% in 2020, following a TSR of 47% in 2019 and (7)% in 2018, for a combined three-year TSR of 30%. The graph below shows our TSR expressed as the cumulative return to shareholders over the past decade. As illustrated, a $100 investment in JPMorgan Chase common stock on December 31, 2010 would be valued at $393 as of December 31, 2020, which significantly outperformed the financial services industry over the period, as measured by the S&P Financials Index and the KBW Bank Index.
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1TSR shows the actual return of the stock price, with dividends reinvested.

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PROXY SUMMARY
 
We are committed to strong corporate governance practices
 
 
Our Board reviews its composition for the right mix of experience, refreshment, skills and diversity
 
We seek directors with experience and demonstrated success in executive fields relevant to the Firm’s businesses and operations who contribute to the Board’s effective oversight of management and its diversity across a range of attributes
Our directors have a well-balanced tenure with a mix of experience and fresh perspectives
 
A strong Lead Independent Director role facilitates independent Board oversight of management
 
The Firm’s Corporate Governance Principles (“Governance Principles”) require the independent directors to appoint a Lead Independent Director if the role of the Chairman is combined with that of the CEO
The Board reviews its leadership structure annually as part of its self-assessment process
Responsibilities of the Lead Independent Director include:
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presides at Board meetings in the Chairman’s absence or
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presides over executive sessions of independent directors
when otherwise appropriate
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engages and consults with major shareholders and other
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acts as liaison between independent directors and the

constituencies, where appropriate
Chairman/CEO
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guides the annual performance review of the Chairman/ CEO
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provides advice and guidance to the CEO on executing long-term strategy
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guides the annual independent director consideration of Chairman/CEO compensation
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advises the CEO of the Board’s information needs
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guides the full Board in its consideration of CEO succession
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meets one-on-one with the Chairman/CEO following executive sessions of independent directors
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guides the self-assessment of the Board
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has the authority to call for a Board meeting or a meeting of independent directors
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approves agendas and adds agenda items for Board meetings and meetings of independent directors
 
Our Board provides independent oversight of the Firm’s business and affairs
 
Sets the cultural “tone at the top”
Reviews the Firm’s strategic objectives and plans
Evaluates the CEO’s performance and oversees talent management for other senior executives
Oversees the Firm’s financial performance and condition
Oversees the Firm’s risk management and internal control frameworks
 
We actively engage with shareholders
 
We regularly engage with shareholders throughout the year on a wide variety of topics, such as strategy, financial and operating performance, competitive environment, regulatory landscape and environmental, social and governance (“ESG”) matters
In 2020, our shareholder engagement initiatives included:
Shareholder Outreach Program: In approximately 100 engagements with nearly 60 shareholders representing approximately 45% of the Firm’s outstanding common stock, we solicited feedback on strategy, financial and operating performance, governance, executive compensation and environmental and social matters, among others. Some of our directors, including our new Lead Independent Director, participated in engagements with several large shareholders.
Meetings/Conferences: Senior management hosted approximately 40 investor meetings, and presented at approximately 10 investor conferences and at the Firm's 2020 Investor Day
Annual Shareholder Meeting: We hosted the Firm's first virtual annual meeting with over 400 shareholders participating, representing an increase of over 800% from the previous annual meeting
 
Our governance practices promote Board effectiveness and shareholder interests
 
Annual Board and committee assessment
Robust shareholder rights:
proxy access
right to call a special meeting
right to act by written consent
Majority voting for all director elections
Stock ownership requirements for directors
100% Principal Standing Committee independence
Executive sessions of independent directors at each regular Board meeting


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PROXY SUMMARY
 
New this year
 
To meet the unique challenges of 2020, the Firm enhanced existing programs and launched new efforts to demonstrate our continued commitment to shareholders, employees, clients, customers and stakeholders. These efforts are part of our response to some key ESG matters.
 
The Firm's response to COVID-19
 
At the onset of the pandemic, the Firm invoked resiliency plans to allow its businesses to remain operational and implemented alternative work arrangements globally, with the majority of its global workforce working from home, which has continued into 2021
The Firm implemented health and safety protocols and provided additional benefits to employees during the pandemic, including:
enhanced office hygiene measures;
over $100 million in special payments to employees whose job requires them to continue working onsite, with a focus on those with compensation of less than $60,000;
additional paid days off to manage personal needs;
additional support for employees with childcare needs; and
expanded healthcare and well-being resources
Additionally, the Firm responded to increased market volatility, client demand for credit and liquidity, distress in certain industries/sectors and the ongoing impacts to consumers and businesses
The Firm supported clients and customers by providing assistance primarily in the form of payment deferrals on loans and extending credit, including through participation in the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP")
The Firm has committed $250 million to help address humanitarian needs and long-term economic challenges posed by the pandemic on the communities in which the Firm operates
 
Our Path Forward – $30 billion commitment to advance racial equity
 
Building on existing investments to maintain a culture of respect and inclusion and advance racial equity, in 2020, we announced that we will commit $30 billion over the next five years to advance racial equity and combat systemic racism within the communities in which we work. We will harness our expertise in business, policy and philanthropy and will work to:
Promote affordable housing and homeownership for underserved communities through new home purchase loans and refinancing loans for Black and Latinx households and financing of affordable rental units
Grow Black and Latinx-owned businesses by providing additional loans to small businesses and supplier opportunities
Improve financial health and access to banking in Black and Latinx communities
Accelerate investment in employees and build a more diverse and inclusive workforce by holding executives accountable for progress on diversity, equity and inclusion priorities
 
Advancing climate solutions
 
Climate change is a critical issue, and JPMorgan Chase strives to do our part in collaboration with clients, shareholders, policymakers and other stakeholders. Last year, a shareholder proposal concerning climate change risk reporting received support from 48.6% of our shareholders. The Firm has embarked on numerous initiatives that are responsive to that proposal and underscore our ongoing efforts to advance sustainability in our operations and financing activities. We continue to undertake credit and environmental due diligence for clients in different sectors in line with our internal risk policy and standard requirements, evaluating necessary information to make well informed and commercial risk decisions relative to our risk tolerances. In 2020, the Firm:
Committed to align our financing activities in three sectors—oil and gas, electric power and automotive manufacturing—with the goals of the Paris Agreement.
Launched the Center for Carbon Transition to engage clients on their long-term business strategies and provide centralized access to sustainability-focused financing, research and advisory solutions
Promoted sustainable development by completing the Firm's inaugural green bond issuance of $1 billion
Sourced renewable energy for 100% of our global power needs and committed to become carbon neutral in our operations
Enhanced our policy and industry engagement through participation in the Climate Leadership Council and Rocky Mountain Institute's Center for Climate-Aligned Finance
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2021 PROXY STATEMENT

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PROXY SUMMARY
 
Proposal 1: Election of Directors – page 10
 
The Board of Directors has nominated the 10 individuals listed below. All are independent other than our CEO. If elected at our annual meeting, all nominees are expected to serve until next year’s annual meeting.
Nominee/Director of
JPMorgan Chase since1
AgePrincipal Occupation
Other Public
Company Boards (#)
Committee Membership2
 
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Linda B. Bammann
Director since 2013
65
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.3
0
Risk (Chair);
Compensation & Management
Development
 
 
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Stephen B. Burke
(Lead Independent Director) Director since 2004
62Retired Chairman and Chief Executive Officer of NBCUniversal, LLC1
Compensation & Management
Development (Chair);
Corporate Governance &
Nominating
 
 
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Todd A. Combs
Director since 2016
50Investment Officer at Berkshire Hathaway Inc.
President and CEO of GEICO
0
Corporate Governance &
Nominating (Chair);
Compensation & Management Development
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James S. Crown
Director since 2004
67Chairman and Chief Executive Officer of Henry Crown and Company1
Public Responsibility (Chair);
Risk
 
 
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James Dimon
Director since 2004
65Chairman and Chief Executive Officer of JPMorgan Chase & Co.0
 
 
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Timothy P. Flynn
Director since 2012
64Retired Chairman and Chief Executive Officer of KPMG International2Audit (Chair)
 
 
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Mellody Hobson
Director since 2018
52Co-CEO and President of Ariel Investments, LLC1Public Responsibility;
Risk
 
 
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Michael A. Neal
Director since 2014
68Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital0
Audit;
Public Responsibility
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Phebe N. Novakovic
Director since 2020
63Chairman and Chief Executive Officer of General Dynamics Corporation1Audit
 
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Virginia M. Rometty
Director since 2020
63Retired Executive Chairman, President and Chief Executive Officer of International Business Machines Corporation0
Compensation & Management Development;
Corporate Governance & Nominating

 
1Director of a heritage company of the Firm as follows: Bank One Corporation: Mr. Burke (2003–2004), Mr. Crown (1996–2004), Mr. Dimon, Chairman of the Board (2000–2004); First Chicago Corp.: Mr. Crown (1991–1996).
2Principal standing committee
3Retired from JPMorgan Chase & Co. in 2005


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PROXY SUMMARY
Proposal 2: Advisory resolution to approve executive compensation – page 37
We are submitting an advisory resolution to approve the compensation of our Named Executive Officers (“NEOs”).
We believe shareholders should consider three key factors in their evaluation of this year’s proposal:
1. How we think about pay decisions
The Firm’s How We Do Business Principles ("Business Principles") and strategic framework form the basis of our Operating Committee ("OC") members’ strategic priorities. The Compensation & Management Development Committee ("CMDC") references those strategic priorities and the Firm’s compensation philosophy to assess OC members’ performance and to determine their respective total compensation levels and pay mix.
2. How we performed against our business strategy
We continued to deliver strong multi-year financial performance, invest in our future, strengthen our risk and control environment, and reinforce our culture and values, including our long-standing commitment to serve our customers, employees and communities, and conduct business in a responsible way to drive inclusive growth.
3. How performance determined pay in 2020
In determining OC member pay, the CMDC took into account performance across four broad performance dimensions: Business Results; Risk, Controls & Conduct; Client/Customer/Stakeholder; and Teamwork & Leadership. CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 83% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk performance share units ("PSUs"). Other NEO pay is also strongly aligned to Firm and line of business ("LOB") performance, with a majority of variable pay deferred into equity, of which 50% is in at-risk PSUs.
Disciplined performance assessment process to determine pay
The CMDC uses a balanced discretionary approach to determine annual compensation, which includes a disciplined assessment of performance against the aforementioned four broad dimensions over a sustained period of time. For 2020, compensation awarded to the OC members also represents a balance between the outstanding efforts and performance of the Firm during COVID-19 with the impact of the pandemic on the Firm's other stakeholders.
The table below summarizes the salary and incentive compensation awarded to our NEOs for 2020 performance.
Incentive Compensation
Name and principal positionSalaryCashRestricted
stock units
Performance
share units
Total
James Dimon
Chairman and CEO
$1,500,000$5,000,000$$25,000,000$31,500,000 

Daniel Pinto1
Co-President and Co-Chief Operating Officer;
CEO Corporate & Investment Bank
8,240,2908,129,8558,129,85524,500,000 
Gordon Smith
Co-President and Co-Chief Operating Officer;
CEO Consumer & Community Banking
750,0008,700,0006,525,0006,525,00022,500,000 
Mary Callahan Erdoes
CEO Asset & Wealth Management
750,0008,100,0006,075,0006,075,00021,000,000 
Jennifer Piepszak
Chief Financial Officer
750,0004,500,0003,375,0003,375,00012,000,000 
1Mr. Pinto, who is based in the U.K., received a fixed allowance of $7,635,000 paid in British pound sterling and a salary of £475,000.




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Table of Contents
PROXY SUMMARY
Proposal 3: Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021 – page 84
We are seeking approval of our Amended and Restated Long-Term Incentive Plan (the “2021 Plan”), to renew the term of the Amended and Restated Long-Term Incentive Plan approved by shareholders on May 15, 2018 (the “2018 Plan”) by four years, to a term date of May 31, 2025, and to authorize approximately 29 million additional shares, bringing the total number of shares authorized under the Plan to 85 million shares (which is unchanged from the 2018 Plan). During our annual shareholder outreach program and discussion of our equity compensation practices, our shareholders indicated a preference for more frequent requests for approval of a smaller quantity of shares, as opposed to requesting larger quantities less frequently. As a result, the Compensation & Management Development Committee and the Board considered this feedback in determining the number of shares to request for authorization under the 2021 Plan.
The 2021 Plan would also continue to incorporate our compensation program for non-employee directors, with certain established retainers (both cash and equity) and certain limitations on future changes to those retainers (which are unchanged from the 2018 Plan).
Proposal 4: Ratification of Firm’s independent registered public accounting firm – page 92
The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Firm’s independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorgan Chase and its subsidiaries for the year ending December 31, 2021. A resolution is being presented to our shareholders requesting ratification of PwC’s appointment.

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Table of Contents






Corporate Governance






Proposal 1: Election of Directors
Our Board of Directors has nominated 10 directors, who, if elected by shareholders at our annual meeting, will be expected to serve until next year’s annual meeting.
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RECOMMENDATION:
Vote FOR all nominees


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Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Key factors for shareholder consideration
1
Director nominees, Director independence, recruitment & re-nomination
Nominees have executive experience and skills aligned with the Firm’s business and strategy
Ongoing recruitment and refreshment promote a balance of experience and fresh perspective
Since the 2020 Annual Meeting, a new director has been nominated for election, and one director retired
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Pages
12-21
2Board Governance
Lead Independent Director facilitates independent oversight of management
Board conducts an annual self-assessment and review of its leadership structure
Board sets the cultural “tone at the top”
Board carries out a significant portion of its oversight responsibilities through its committees, allowing more in-depth attention devoted to overseeing key issues
Pages
22-27

3Board oversight of the business and affairs of the Firm
Board actively oversees the business and affairs of the Firm based on sound governance practices and effective leadership structure
Board reviews the strategic objectives and plans of the Firm
Board oversees the Firm’s financial performance and condition
Board oversees the Firm’s risk management and internal control frameworks
Board evaluates CEO performance and compensation, and oversees talent management for other senior executives

Pages
28-29
4Board engagement with the Firm’s stakeholders
We reached out to over 100 of our largest shareholders, representing over 50% of the Firm’s outstanding common stock, and proxy advisory firms. In approximately 100 engagements with nearly 60 shareholders representing approximately 45% of the Firm’s outstanding common stock, we received feedback on strategy, financial and operating performance, governance, executive compensation, and environmental and social matters, among other matters. Some of our directors, including our new Lead Independent Director, participated in discussions with several large shareholders
The Board engages with, and reviews feedback from, our stakeholders, including shareholders, employees, customers, suppliers and communities in which we work
Pages
30-31

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Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
1. Director nominees
Our Directors
JPMorgan Chase seeks director candidates who uphold the highest standards, are committed to the Firm’s values and are strong independent stewards of the long-term interests of shareholders, employees, customers, suppliers and communities in which we work. The Board, including the Corporate Governance & Nominating Committee (“Governance Committee”), considers Board composition holistically, with a focus on recruiting directors who have the qualities required to effectively oversee the Firm, including its present and future strategy. The Board seeks directors with experience in executive fields who will bring experienced and fresh perspectives and insight, and come together to effectively challenge and provide independent oversight of management. The Board looks for candidates with a diversity of experience, perspectives and viewpoints, including diversity with respect to gender, race, ethnicity and nationality.
The individuals presented on the following pages have been nominated for election because they 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 framework, and management’s execution of its responsibilities.
In the biographical information about our director nominees that follows, the ages indicated are as of May 18, 2021, and the other information is as of the date of this proxy statement. There are no family relationships among the director nominees or between the director nominees and any executive officer. Unless otherwise stated, all nominees have been continuously employed by their present employers for more than five years.
All of the nominees are currently directors of the Firm. Other than Ms. Novakovic, who was elected to the Board effective December 2020, each was elected to the Board by our shareholders at our 2020 annual meeting.
Each nominee has agreed to be named in this proxy statement and, if elected, to serve a one-year term expiring at our 2022 annual meeting.
Directors are expected to attend our annual shareholder meetings. Nine of the ten directors serving on our Board at the time of the 2020 annual meeting attended the meeting. One director was unable to attend due to a prior professional obligation.
COMPOSITION OF BOARD NOMINEES
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CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
ATTRIBUTES AND SKILLS OF THE NOMINEES
When selecting and recruiting candidates, the Board considers a wide range of attributes, executive experience and skills.
All of our nominees possess: integrity, judgment, strong work ethic, strength of conviction, collaborative approach to engagement, inquisitiveness, independent perspective and willingness to appropriately challenge management
FINANCE AND
ACCOUNTING
Knowledge of or experience in accounting, financial reporting or auditing processes and standards is important to effectively oversee the Firm’s financial position and condition and the accurate reporting thereof, and to assess the Firm’s strategic objectives from a financial perspective
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10 Nominees
FINANCIAL SERVICES
Experience in or with the financial services industry, including investment banking, global financial markets or consumer products and services, allows Board members to evaluate the Firm’s business model, strategies and the industry in which we compete
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7 Nominees
INTERNATIONAL
BUSINESS OPERATIONS
Experience in diverse geographic, political and regulatory environments enables the Board to effectively oversee the Firm as it serves customers and clients across the globe
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9 Nominees
LEADERSHIP OF A
LARGE, COMPLEX
ORGANIZATION
Executive experience managing business operations and strategic planning allows Board members to effectively oversee the Firm’s complex worldwide operations
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10 Nominees
MANAGEMENT
DEVELOPMENT,
SUCCESSION PLANNING,
AND
COMPENSATION
Experience in senior executive development, succession planning and compensation matters helps the Board to effectively oversee the Firm’s efforts to recruit, retain and develop key talent and provide valuable insight in determining compensation of the CEO and other executive officers
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10 Nominees
PUBLIC COMPANY
GOVERNANCE
Knowledge of public company governance matters, policies and best practices assists the Board in considering and adopting applicable corporate governance practices, interacting with stakeholders and understanding the impact of various policies on the Firm’s functions
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10 Nominees
TECHNOLOGY
Experience with or oversight of innovative technology, cybersecurity, information systems/data management, fintech or privacy is important in overseeing the security of the Firm’s operations, assets and systems as well as the Firm’s ongoing investment in and development of innovative technology
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8 Nominees
REGULATED
INDUSTRIES
Experience with regulated businesses, regulatory requirements and relationships with global regulators is important because the Firm operates in a heavily regulated industry
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10 Nominees
RISK MANAGEMENT
AND CONTROLS
Skills and experience in assessment and management of business and financial risk factors allow the Board to effectively oversee risk management and understand the most significant risks facing the Firm
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10 Nominees


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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
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Age: 65
Director since: 2013
Committees:
Risk Committee (Chair)
Compensation & Management Development Committee
Director Qualification Highlights:
Financial services
Regulated industries
Risk management and controls
Linda B. Bammann
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.
Through her service on other boards, including as Chair of the Business and Risk Committee of the Federal Home Loan Mortgage Corporation and her management tenure at JPMorgan Chase and Bank One Corporation, Ms. Bammann has developed insight and wide-ranging experience in financial services and extensive expertise in risk management and regulatory issues.
Career Highlights
JPMorgan Chase & Co., a financial services company (merged with Bank One Corporation in July 2004)
Deputy Head of Risk Management (2004–2005)
Chief Risk Management Officer and Executive Vice President, Bank One Corporation (2001–2004)
Senior Managing Director, Banc One Capital Markets (2000–2001)
Other Public Company Directorships Within the Past Five Years
None
Other Experience
Former Board Member, Risk Management Association
Former Chair, Loan Syndications and Trading Association
Board Member, Travis Mills Foundation
Education
Graduate of Stanford University
M.A., Public Policy, University of Michigan
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Age: 62
Director since: 2004
Committees:
Compensation & Management Development Committee (Chair)
Corporate Governance & Nominating Committee
Director Qualification Highlights:
Finance and accounting
Leadership of a large, complex organization
Regulated industries
Stephen B. Burke (Lead Independent Director)
Retired Chairman and Chief Executive Officer of NBCUniversal, LLC
Mr. Burke’s roles at Comcast Corporation and his prior work at other large global media corporations have given him broad exposure to the challenges associated with managing large and diverse businesses. In these roles, he has dealt with a variety of issues including audit and financial reporting, risk management, executive compensation, sales and marketing, technology and operations. These experiences have also provided Mr. Burke a background in regulated industries and international business. Mr. Burke retired from his executive and board positions at NBCUniversal and Comcast in 2020.
Career Highlights
Comcast Corporation/NBCUniversal, LLC, leading providers of entertainment, information and communication products and services
Senior Advisor, Comcast Corporation (since 2021)
Chairman of NBCUniversal, LLC and NBCUniversal Media, LLC (2020)
Senior executive officer of Comcast Corporation (2011-2020)
Chief Executive Officer and President of NBCUniversal, LLC and NBCUniversal Media, LLC (2011-2019)
Chief Operating Officer, Comcast (2004–2011)
President, Comcast Cable Communications Inc. (1998–2010)
Other Public Company Directorships Within the Past Five Years
Berkshire Hathaway Inc. (since 2009)
Education
Graduate of Colgate University
M.B.A., Harvard Business School
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Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
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Age: 50
Director since: 2016
Committees:
Corporate Governance & Nominating Committee (Chair)
Compensation & Management Development Committee
Director Qualification Highlights:
Financial services
Regulated industries
Risk management and controls
Todd A. Combs
President and Chief Executive Officer of GEICO and Investment Officer at Berkshire Hathaway Inc.
Mr. Combs’ roles have provided him with extensive experience in financial markets, risk assessment and regulatory matters. His service on three of Berkshire Hathaway’s subsidiary boards has given him expertise and insight into matters such as corporate governance, strategy, succession planning and compensation.
Career Highlights
Berkshire Hathaway Inc., a holding company whose subsidiaries engage in a number of diverse business activities including finance, insurance and reinsurance, utilities and energy, freight rail transportation, manufacturing, retailing and other services
President and CEO, GEICO (since 2020)
Investment Officer (since 2010)
Castle Point Capital Management
CEO and Managing Member (2005–2010)

Other Public Company Directorships Within the Past Five Years
None
Education
Graduate of Florida State University
M.B.A., Columbia Business School
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Age: 67
Director since: 2004
Committees:
Public Responsibility Committee (Chair)
Risk Committee
Director Qualification Highlights:
Financial services
Management development and succession planning
Risk management and controls

James S. Crown
Chairman and Chief Executive Officer of Henry Crown and Company
Mr. Crown’s position with Henry Crown and Company and his service on other public company boards have given him extensive experience with risk management, audit and financial reporting, investment management, capital markets activity and executive compensation matters.
Career Highlights
Henry Crown and Company, a privately owned investment company that invests in public and private securities, real estate, and operating companies
Chairman and Chief Executive Officer (since 2018)
President (2002–2017)
Vice President (1985–2002)
Other Public Company Directorships Within the Past Five Years
General Dynamics (since 1987) — Lead Director since 2010
Other Experience
Chairman of the Board of Trustees, Aspen Institute
Trustee, Museum of Science and Industry
Trustee, University of Chicago
Member, American Academy of Arts and Sciences
Former member, President’s Intelligence Advisory Board
Education
Graduate of Hampshire College
J.D., Stanford University Law School


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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
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Age: 65
Director since: 2004 and Chairman of the Board since 2006
Director Qualification Highlights:
Financial services
Leadership of a large, complex organization
Management development and succession planning
Regulated industries
James Dimon
Chairman and Chief Executive Officer of JPMorgan Chase & Co.
Mr. Dimon is an experienced leader in the financial services industry and has extensive international business expertise. As CEO, he is knowledgeable about all aspects of the Firm’s business activities. His work has given him substantial insight into the regulatory process.
Career Highlights
JPMorgan Chase & Co., a financial services company (merged with Bank One Corporation in July 2004)
Chairman of the Board (since 2006) and Director (since 2004); Chief Executive Officer (since 2005)
President (2004–2018)
Chief Operating Officer (2004–2005)
Chairman and Chief Executive Officer at Bank One Corporation (2000–2004)
Other Public Company Directorships Within the Past Five Years
None
Other Experience
Member of Board of Deans, Harvard Business School
Director, Catalyst
Member, Business Roundtable
Member, Business Council
Trustee, New York University School of Medicine
Education
Graduate of Tufts University
M.B.A., Harvard Business School
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Age: 64
Director since: 2012
Committees:
Audit Committee (Chair)
Director Qualification Highlights:
Finance and accounting
Leadership of a large, complex organization
Risk management and controls
Timothy P. Flynn
Retired Chairman and Chief Executive Officer of KPMG International
Through his leadership positions at KPMG, Mr. Flynn gained perspective on the evolving business and regulatory environment, expertise in many of the issues facing complex, global companies, and extensive experience in financial services, auditing matters and risk management.
Career Highlights
KPMG International, a global professional services organization providing audit, tax and advisory services
Chairman, KPMG International (2007–2011)
Chairman, KPMG LLP (2005–2010)
Chief Executive Officer, KPMG LLP (2005–2008)
Vice Chairman, Audit and Risk Advisory Services, KPMG LLP (2001–2005)
Other Public Company Directorships Within the Past Five Years
United Healthcare (since 2017)
Wal-Mart Stores, Inc. (since 2012)
Alcoa Corporation (2016–2021)
Chubb Corporation (2013–2016)
Other Experience
Member of Board of Trustees, The University of St. Thomas
Former Trustee, Financial Accounting Standards Board
Former Member, World Economic Forum’s International Business Council
Former Board Member, International Integrated Reporting Council
Education
Graduate of The University of St. Thomas
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CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
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Age: 52
Director since: 2018
Committees:
Public Responsibility Committee
Risk Committee
Director Qualification Highlights:
Financial services
Management development and succession planning
Regulated industries

Mellody Hobson
Co-CEO and President of Ariel Investments, LLC
Ms. Hobson’s roles at Ariel Investments, LLC, as well as on public company boards, have provided her with significant experience in financial services and financial markets, corporate governance, strategic planning, operations, regulatory issues and international business.
Career Highlights
Ariel Investments, LLC, a global asset management firm
Co-CEO (since 2019)
President and Director (since 2000)
Chairman of the Board of Trustees of Ariel Investment Trust, a registered investment company (since 2006)
Regular contributor and analyst on finance, the markets and economic trends for CBS News
Other Public Company Directorships Within the Past Five Years
Starbucks Corporation — Chair (since 2021); Vice Chair (2018-2021); member (since 2005)
DreamWorks Animation SKG, Inc. (2004–2016)
The Estée Lauder Companies Inc. (2005–2018)
Other Experience
Chair, After School Matters
Ex Officio / Former Chair, The Economic Club of Chicago
Executive Committee of the Board of Governors, Investment Company Institute
Vice Chair, World Business Chicago
Former regular contributor and analyst on finance, the markets and economic trends for CBS news
Education
Graduate of the School of Public and International Affairs at Princeton University
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Age: 68
Director since: 2014
Committees:
Audit Committee
Public Responsibility Committee
Director Qualification Highlights:
Financial services
International business operations
Leadership of large, complex organization

Michael A. Neal
Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital
Mr. Neal has extensive experience managing large, complex businesses in regulated industries around the world. During his career with General Electric and GE Capital, Mr. Neal oversaw the provision of financial services and products to consumers and businesses of all sizes globally. His professional background has provided him with extensive expertise and insight in risk management, strategic planning and operations, finance and financial reporting, government and regulatory relations, and management development and succession planning.
Career Highlights
General Electric Company, a global industrial and financial services company
Vice Chairman (2005–2013)
Chairman and Chief Executive Officer, GE Capital (2007–2013)
Other Public Company Directorships Within the Past Five Years
None
Other Experience
Trustee, The GT Foundation of the Georgia Institute of Technology
Education
Graduate of the Georgia Institute of Technology

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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
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Age: 63
Director since: 2020
Committees:
Audit Committee
Director Qualification Highlights:
International Business Operations
Leadership of a large complex organization
Technology
Phebe N. Novakovic
Chairman and Chief Executive Officer of General Dynamics
Ms. Novakovic's leadership roles at General Dynamics, as well as her tenure with the Office of Management and Budget and as Special Assistant to the Secretary and Deputy Secretary of Defense, have provided her with significant experience in international business operations, leadership of a large complex organization, and regulated industries and regulatory issues.
Career Highlights
General Dynamics, a global aerospace and defense company
Chairman and Chief Executive Officer (since 2013)
President and Chief Operating Officer (2012)
Executive Vice President, Marine Systems (2010-2012)
Senior Vice President, Planning and Development (2005-2012)
Vice President (2002-2005)
Other Public Company Directorships Within the Past Five Years
General Dynamics - Chairman since 2013; member since 2012
Abbott Laboratories (2010-2021)
Other Experience
Chairman of the Board of Directors, Association of the United States Army
Chairman of the Board of Trustees, Ford's Theatre
Trustee, Northwestern University
Director, Northwestern Memorial Healthcare
Member, Business Roundtable
Education
Graduate of Smith College
M.B.A., University of Pennsylvania Wharton School
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Age: 63
Director since: 2020
Committees:
Corporate Governance & Nominating Committee
Compensation & Management Development Committee
Director Qualification Highlights:
Leadership of a large, complex organization
Public company governance
Technology
Virginia M. Rometty
Retired Executive Chairman, President and Chief Executive Officer of International Business Machines Corporation (“IBM”)
During her tenure spanning four decades at IBM, Mrs. Rometty has gained extensive expertise in technology, and in all aspects of leading a complex global business, including succession planning, public company governance, as well as operational and regulatory issues. Mrs. Rometty retired from the President and Chief Executive Officer roles at IBM on April 6, 2020 and as Executive Chairman of the Board on December 31, 2020.
Career Highlights
IBM, a global information technology company
Executive Chairman (2020)
Chairman, President and Chief Executive Officer (2012-2020)
Other Public Company Directorships Within the Past Five Years
IBM (2012-2020)
Other Experience
Co-Chair, OneTen
Member, Business Roundtable
Member, Council on Foreign Relations
Member, Peterson Institute for International Economics
Vice Chairman, Board of Trustees, Northwestern University
Board of Trustees, Memorial Sloan-Kettering Cancer Center
Former Member, President’s Export Council
Education
Graduate of Northwestern University
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2021 PROXY STATEMENT

Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
Director independence
All of the Firm’s non-management Board members are independent, under both the NYSE corporate governance listing standards and the Firm’s independence standards as set forth in its Governance Principles.
To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must have affirmatively determined that he or she has no material relationships with JPMorgan Chase, either directly or as a partner, shareholder or officer of another organization that has a relationship with the Firm.
In assessing the materiality of relationships with the Firm, the Board considers relevant facts and circumstances. Given the nature and broad scope of the products and services provided by the Firm, there are from time to time ordinary course of business transactions between the Firm and a director, his or her immediate family members, or principal business affiliations. These may include, among other relationships: extensions of credit; provision of other financial and financial advisory products and services; business transactions for property or services; and charitable contributions made by the JPMorgan Chase Foundation or the Firm to a nonprofit organization of which a director is an officer. The Board reviews these relationships to assess their materiality and determine if any such relationship would impair the independence and judgment of the relevant director. The Board considered:
Consumer credit: credit cards issued to directors Bammann, Crown, Flynn, Hobson, Neal, Novakovic and their immediate family members
Wholesale credit: extensions of credit and other financial and financial advisory products and services provided to: Berkshire Hathaway Inc., for which Mr. Combs is an Investment Officer, and its subsidiaries; Henry Crown and Company, for which Mr. Crown is Chairman and Chief Executive Officer, and other Crown family-owned entities; Ariel Investments, LLC, for which Ms. Hobson is Co-Chief Executive Officer and President, and its subsidiaries and funds; certain entities wholly-owned by Ms. Hobson’s spouse; and General Dynamics Corporation, for which Ms. Novakovic is Chairman and Chief Executive Officer, and its subsidiaries
Goods and services: commercial office space leased by the Firm from subsidiaries of companies in which Mr. Crown and members of his immediate family have indirect ownership interests; purchases from Berkshire Hathaway subsidiaries of private aviation services, professional services related to the Firm’s corporate-owned aircraft, and merchandising fixtures for retail branches; and purchases from General Dynamics subsidiaries of corporate aircraft and associated maintenance services and parts
The Board, having reviewed the relevant relationships between the Firm and each director and nominee, determined, in accordance with the NYSE’s listing standards and the Firm’s independence standards, that each non-management director (Linda B. Bammann, Stephen B. Burke, Todd A. Combs, James S. Crown, Timothy P. Flynn, Mellody Hobson, Michael A. Neal, Phebe N. Novakovic and Virginia M. Rometty) had only immaterial relationships with JPMorgan Chase and accordingly is independent. James A. Bell and Laban P. Jackson, Jr., who retired in May 2020, and Lee R. Raymond who retired in December 2020, had only immaterial relationships with JPMorgan Chase and accordingly were independent directors.
All directors who served on the Audit and Compensation & Management Development Committees of the Board were also determined to meet the additional independence and qualitative criteria of the NYSE listing standards applicable to directors serving on those committees. For more information about the committees of the Board, see pages 24-26.

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Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
Director recruitment
The Governance Committee oversees the ongoing evaluation of candidates for Board membership and the candidate nomination process.
Candidate recommendations
The Governance Committee solicits candidate recommendations from shareholders, directors, and management and has been assisted by a third-party advisor in identifying qualified candidates
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Assessment
In evaluating prospective directors, among other items, the Governance Committee considers:
The Firm’s Governance Principles
The Firm’s strategy, risk profile and current Board composition
Candidate’s specific skills and experiences based on the needs of the Firm
Candidate diversity
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Candidate meetings
The potential nominee meets with the Governance Committee, Lead Independent Director, Chairman of the Board, other members of the Board and senior management, as appropriate
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Full Board consideration
The candidate is put forward for consideration by the full Board
Our By-laws also permit a shareholder group of up to 20 shareholders who have continuously owned at least 3% of the Firm’s outstanding shares for at least three years to nominate up to 20% of the Board (but in any event at least two directors). For further information, see page 112. All candidates recommended to the Governance Committee are evaluated based on the same standards.
Recent Board Refreshment
Since our last annual shareholders meeting, the Board, using the process described above and taking into account, among other factors, shareholders’ interest in board refreshment and adding directors with experience in technology and leadership of large, complex organizations, elected Phebe N. Novakovic to the Board effective December 2020. Ms. Novakovic has been among a select group of individuals considered as part of the Governance Committee’s evaluation of prospective Board members in recent years and has been an active participant at Firm events, including as a featured speaker. Based on her background and the support of several directors familiar with Ms. Novakovic's diligence, efforts and effectiveness, Mr. Dimon suggested that the Governance Committee consider Ms. Novakovic as a prospective candidate. After members of the Board met with Ms. Novakovic and the Governance Committee reviewed her qualifications, as well as her constructive personal attributes and her independence, Ms. Novakovic was recommended for election to the Board. For information on Ms. Novakovic’s qualifications, see page 18.
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2021 PROXY STATEMENT

Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
Director re-nomination
The Governance Committee also oversees the re-nomination process. In determining whether to re-nominate a director for election at our annual meeting, the Governance Committee reviews each director, considering:
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Retirement Policy
Our Governance Principles require a non-management director to offer not to stand for re-election in each calendar year following a year in which the director will be 72 or older. The Board (other than the affected director) then determines whether to accept the offer. The Board believes that the appropriate mix of experience and fresh perspectives is an important consideration in assessing Board composition, and the best interests of the Firm are served by taking advantage of all available talent, and evaluations as to director candidacy should not be determined solely on age.
None of our director nominees will be 72 or older this year.
For a description of the annual Board and committee self-assessment process, see page 27.

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Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance  
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Board oversight  
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Board engagement
2. Board governance
Strong governance practices
Our Board is guided by the Firm’s Governance Principles, and we adhere to the Commonsense Corporate Governance Principles and the Investor Stewardship Group’s Corporate Governance Principles for U.S. Listed Companies. Our sound governance practices include:
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Annual election of all directors by majority vote
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100% principle standing committee independence
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Lead Independent Director with clearly-defined responsibilities
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Executive sessions of independent directors at each regular Board meeting
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Annual Board and committee self-assessment guided by Lead Independent Director
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No poison pill
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Ongoing director education
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Robust shareholder engagement process, including participation by our Lead Independent Director
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Semi-annual Board review of investor feedback
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Ongoing consideration of Board composition and refreshment, including diversity in director succession
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Strong director attendance: each director attended 75% or more of total meetings of the Board and committees on which he or she served during 2020
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Stock ownership requirements for directors
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Board oversight of corporate responsibility and ESG matters
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Robust anti-hedging and anti-pledging policies
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Direct Board access to management
Our Board’s leadership structure
The Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management.
The Board believes it is important to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individuals serving in leadership positions, the needs and opportunities of the Firm as they change over time and the additional factors described on the following page. The Board has separated the Chairman and CEO positions in the past and may do so again in the future if it believes that doing so would be in the best interest of the Firm and its shareholders.
Based on consideration of the factors described on the following page, our Board has determined that combining the roles of Chairman and CEO is the most effective leadership structure for the Board at this time. The Board believes the present structure provides the Firm and the Board with strong leadership, appropriate independent oversight of management, continuity of experience that complements ongoing Board refreshment, and the ability to communicate their business and strategy to shareholders, clients, employees, regulators and the public in a single voice.
As required by the Firm’s Governance Principles when the role of the Chairman is combined with that of the CEO, the independent directors appointed a Lead Independent Director. Our Lead Independent Director focuses on the Board’s priorities and processes, facilitates independent oversight of management and promotes open dialogue among the independent directors during Board meetings, at
executive sessions without the presence of the CEO and between Board meetings.
In September 2020, the independent directors of the Board unanimously elected Stephen B. Burke as Lead Independent Director, succeeding Lee R. Raymond, effective January 1, 2021. In electing Mr. Burke as Lead Independent Director, the Board confirmed its March 2020 determination that its leadership structure, with a combined CEO and Chairman and Lead Independent Director, remains in the best interests of the Firm and its shareholders. The directors also considered the Board’s ongoing succession planning for the Lead Independent Director, the skills and attributes required of the role, and Mr. Burke’s background and experience, including his in-depth knowledge of the Firm and its businesses, strong interpersonal skills, demonstrated independent judgment and financial and operational track record as CEO of NBCUniversal. Mr. Raymond announced his resignation from the Board in December 2020, effective at the end of the year.

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Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance  
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Board oversight  
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Board engagement
Factors the Board considers in reviewing its leadership structure
The Board reviews its leadership structure not less than annually, and conducted its most recent review in March 2021, considering the following factors:
The current composition of the Board
The respective responsibilities for the positions of Chairman and Lead Independent Director (see table below for detailed information)
The people currently in the roles of Chairman and Lead Independent Director and their record of strong leadership and performance in their roles
The policies and practices in place to provide independent Board oversight of management (including Board oversight of CEO performance and compensation, regular executive sessions of the independent directors, Board input into agendas and meeting materials, and Board self-assessment)
The Firm’s circumstances, including its financial performance
The views of our stakeholders, including shareholders
Trends in corporate governance, including practices at other public companies, and studies on the impact of leadership structures on shareholder value
Such other factors as the Board determines
Respective duties and responsibilities of the Chairman and Lead Independent Director
CHAIRMAN OF
THE BOARD:
     
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calls Board and shareholder meetings
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presides at Board and shareholder meetings
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approves Board meeting schedules, agendas and materials, subject to the approval of the Lead Independent Director
LEAD
INDEPENDENT
DIRECTOR:
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presides at Board meetings in the Chairman’s absence or when otherwise appropriate
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acts as liaison between independent directors and the Chairman/CEO
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presides over executive sessions of independent directors
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engages and consults with major shareholders and other constituencies, where appropriate
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provides advice and guidance to the CEO on executing long-term strategy
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guides the annual performance review of the Chairman/CEO
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advises the CEO of the Board’s information needs
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guides the annual independent director consideration of Chairman/CEO compensation
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meets one-on-one with the Chairman/CEO following executive sessions of independent directors
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guides the Board in its consideration of CEO succession
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has the authority to call for a Board meeting or a meeting of independent directors
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guides the self-assessment of the Board
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approves agendas and adds agenda items for Board meetings and meetings of independent directors


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Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance  
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Board oversight  
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Board engagement
Board meetings
13
Board Meetings
Communication between
meetings as appropriate
8
Executive sessions of
independent directors
Led by Lead Independent Director
43
Meetings of Principal
Standing Committees
18
Meetings of Specific
Purpose Committees
The Board conducts its business as a group and through a well-developed committee structure in adherence to our Governance Principles. The Board has established practices and processes to actively manage its information flow, set meeting agendas and promote sound, well-informed decisions.
Board members have direct access to management and regularly receive information from and engage with management during and outside of formal Board meetings.
In addition, the Board and each committee has the authority and resources to seek legal or other expert advice from sources independent of management.
The full Board met 13 times in 2020. For more information on committees, see below. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served in 2020.
Committees of the Board
A significant portion of our Board’s oversight responsibilities is carried out through its five independent, principal standing committees: Audit Committee, CMDC, Governance Committee, Public Responsibility Committee ("PRC") and Risk Committee. Allocating responsibilities among committees allows more in-depth attention devoted to the Board’s oversight of the business and affairs of the Firm.
Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.
Each principal standing committee operates pursuant to a written charter. These charters are available on our website at jpmorganchase.com/about/governance/board-committees. Each charter is reviewed at least annually as part of the Board’s and each respective committee’s self-assessment.
The Governance Committee annually reviews the allocation of responsibility among the committees as part of the Board and committee self-assessment. For more information about the self-assessment process, see page 27.
Each committee has oversight of specific areas of business activities and risk, and engages with the Firm’s senior management responsible for those areas.
All committee chairs are appointed at least annually by our Board. Committee chairs are responsible for:
Calling meetings of their committees
Approving agendas for their committee meetings
Presiding at meetings of their committees
Serving as a liaison between committee members and the Board, and between committee members and senior management, including the CEO
Working directly with the senior management responsible for committee mandates
The Board determined each member of the Audit Committee in 2020 (Timothy P. Flynn, Todd A. Combs, Michael A. Neal and Phebe N. Novakovic) to be an audit committee financial expert in accordance with the definition established by the SEC, and that Ms. Bammann, the chair of the Risk Committee, has experience in identifying, assessing and managing risk exposures of large, complex financial firms in accordance with rules issued by the Board of Governors of the Federal Reserve System (“Federal Reserve”).
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Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance  
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Board oversight  
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Board engagement
Key oversight responsibilities
BOARD OF DIRECTORS
     
AuditCMDCRiskPRCGovernance
 
16 meetings in 2020
Oversees:
The independent registered public accounting firm’s qualifications and independence
The performance of the internal audit function and the independent public accounting firm
Management’s responsibilities to assure that there is an effective system of controls
Internal control framework
Integrity of financial statements
Compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations
Reputational risks and conduct risks within its scope of responsibility
7 meetings in 2020
Oversees:
Development of and succession for key executives
Compensation principles and practices
Compensation and qualified benefit programs
Operating Committee performance assessments and compensation
Firm’s Business Principles, culture and significant employee conduct issues and any related actions
Reputational risks and conduct risks within its scope of responsibility
7 meetings in 2020
Oversees:
Management’s responsibility to implement an effective global risk management framework reasonably designed to identify, assess and manage the Firm’s risks, including:
Strategic risk
Market risk
Credit and investment risk
Operational risk
Applicable primary risk management policies
Risk appetite results and breaches
The Firm’s capital and liquidity planning and analysis
Reputational risks and conduct risks within its scope of responsibility
4 meetings in 2020
Oversees:
Community investing and fair lending practices
Political contributions, major lobbying priorities and principal trade association memberships related to public policy
Sustainability, including ESG policies and activities
Consumer practices, including consumer experience, consumer complaint resolution and consumer issues related to disclosures, fees or the introduction of major new products
Reputational risks and conduct risks within its scope of responsibility
9 meetings in 2020
Oversees:
Proposed nominees for election to the Board
Corporate governance practices applicable to the Firm
The framework for the Board’s self-assessment
Shareholder matters
Board composition and nominees
Reputational risks and conduct risks within its scope of responsibility
For more information about committee responsibilities, see Committee Charters available at: jpmorganchase.com/about/governance/board-committees.
Other Standing Committees
The Board has two additional standing committees:
Stock Committee: The committee is responsible for implementing the declaration of dividends, authorizing the issuance of stock, administering the dividend reinvestment plan and implementing share repurchase plans. The committee acts within Board-approved limitations and capital plans.
Executive Committee: The committee may exercise all the powers of the Board that lawfully may be delegated, but with the expectation that it would not take material actions absent special circumstances.
The Board may establish additional standing committees as needed.
Specific Purpose Committees
The Board establishes Specific Purpose Committees as appropriate to address specific issues. The Board currently has two such committees, the Markets Compliance Committee and the Omnibus Committee.
The Markets Compliance Committee provides oversight in connection with certain markets-related matters, including the Federal Reserve Consent order and the Deferred Prosecution Agreement entered into with the U.S. Department of Justice to resolve its precious metals and U.S. Treasuries investigations. It oversees and provides guidance to management with respect to relevant aspects of the company’s control agenda and oversees and monitors progress under plans developed by management with respect to these matters.
The Omnibus Committee reviews matters delegated by the Board.
As the Firm achieves its objectives in a specific area, the work of the relevant Specific Purpose Committee will be concluded and, subject to regulatory consent where applicable, the committee will be disbanded.
Additional Specific Purpose Committees may be established from time to time in the future to address particular issues.

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Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance  
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Board oversight  
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Board engagement
Current Board committee membership
DirectorAuditCMDCGovernancePRCRisk
Specific
Purpose1
Linda B. BammannMemberChairB
Stephen B. Burke2
ChairMemberA
Todd A. CombsMemberChairA
James S. CrownChairMemberB
James Dimon
Timothy P. FlynnChair
Mellody HobsonMemberMemberA
Michael A. NealMemberMemberB
Phebe N. NovakovicMember
Virginia M. RomettyMemberMemberA
1The Board’s Specific Purpose Committees in 2020 were:
A – Markets Compliance Committee
B – Omnibus Committee
2Lead Independent Director
Ms. Novakovic was elected by the Board effective December 2020 and all other directors of the Firm were elected by shareholders in 2020. Ms. Novakovic joined the Audit Committee, and Ms. Rometty joined the CMDC and Governance Committee in January 2021. All of the directors of the Firm comprise the full Boards of JPMorgan Chase Bank, National Association (the “Bank”) and an intermediate holding company, JPMorgan Chase Holdings LLC (the “IHC”). Mr. Burke is the independent Chairman of the Board of the Bank; IHC does not have a Chairman of the Board.
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Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance  
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Board oversight  
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Board engagement
Board and Committee self-assessment
The Board conducts an annual self-assessment aimed at enhancing its effectiveness. Through regular assessment of its policies, procedures and performance, the Board identifies areas for further consideration and improvement. In assessing itself, the Board takes a multi-year perspective. The Board self-assessment is guided by the Lead Independent Director and is conducted in phases.
Determine self-assessment framework
The Governance Committee reviews and provides feedback on the annual self-assessment framework.
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Conduct Board and Committee assessments
The Board reviews the actions taken in response to the previous year’s self-assessment and reviews the Board’s performance against regulatory requirements including its responsibilities under the OCC’s “Heightened Standards” for large national banks.
Board discussion topics include: strategic priorities; board structure; how the board spends its time; oversight of and interaction with management; oversight of culture; diversity and talent and related risk controls framework; and committee effectiveness.
Each principal standing committee conducts a self-assessment that includes a review of performance against committee charter requirements and focuses on committee agenda planning and the flow of information received from management. Committee discussion topics include committee composition and effectiveness, leadership, and the content and quality of meeting materials.
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Hold one-on-one discussions
The directors hold private individual discussions with the General Counsel using a discussion guide that frames the self-assessment.
The General Counsel and Lead Independent Director review feedback from the individual discussions.
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Present action items to full Board
The General Counsel and Lead Independent Director report the feedback received to the Board.
Appropriate action plans are developed to address the feedback received. Throughout the year, the Board and Committees partner with management to execute and evaluate progress on action items.
Director education
Our director education program assists Board members in fulfilling their responsibilities. The director education program commences with an orientation program when a new director joins the Board. Ongoing education is provided through “deep dive” presentations from LOBs, discussions and presentations by subject matter experts and other opportunities, including events that take directors out of the boardroom and provide client, employee and other perspectives that can have a significant impact on the Firm. The program provides education on the Firm’s products, services and lines of business; cybersecurity and technology; significant and emerging risks; and relevant laws, regulations and supervisory requirements and other topics identified by the Board, including ESG issues.

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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE
Director nominees
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Board governance
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Board oversight
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Board engagement
3. Board oversight
The Board is responsible for oversight of the business and affairs of the Firm. It is also responsible for setting the cultural “tone at the top.” Among its core responsibilities, the Board oversees:
Strategy
The Board of Directors oversees management’s formulation and implementation of the Firm’s strategic initiatives. Annual strategic plans include evaluation of performance against the prior year’s initiatives, assessment of the current operating environment, refinement of existing strategies and development of new strategic initiatives. Throughout the year, the CEO and CFO provide updates on the Firm’s overall strategic direction, and senior management provides updates on the strategic opportunities and performance, priorities and implementation of strategies in their respective LOBs and Corporate Functions. These management presentations and financial plans are the foundation of active dialogue with, and feedback from, the Board about the strategic risks and opportunities facing the Firm and its businesses.
Executive performance and talent management
The CMDC reviews the Firm’s performance periodically during the course of the year, and formally, at least annually. The CMDC’s review of the CEO’s performance is presented to the Board in connection with the Board’s review of executive officer annual compensation.
Succession planning for the CEO and other members of the OC is considered at least annually. The CMDC also discusses at least annually the talent pipeline for specific critical roles. The Board has numerous opportunities to meet with, and assess development plans for, members of the OC and other high potential senior management leaders. This occurs through various means, including informal meetings, presentations to the Board and its committees, and Board dinners. For further information, see Compensation discussion and analysis (“CD&A”) on page 37.
Financial performance and condition
Throughout the year, the Board reviews the Firm’s financial performance and condition, including overseeing management’s execution against the Firm’s capital, liquidity, strategic and financial operating plans.
Reports on the Firm’s financial performance and condition are presented at each regularly scheduled Board meeting. The Firm’s annual Comprehensive Capital Analysis and Review (“CCAR”) submission, which contains the Firm’s
proposed plans to make capital distributions, such as dividend payouts, stock repurchases and other capital actions, is reviewed and approved prior to its submission to the Federal Reserve. In addition, the Audit Committee assists the Board in the oversight of the Firm’s financial statements and internal control framework. The Audit Committee also assists the Board in the appointment, retention, compensation, evaluation and oversight of the Firm’s independent registered public accounting firm. For further information, see “Risk management and internal control framework” below.
Risk management and internal
control framework
Risk is an inherent part of JPMorgan Chase’s business activities. When the Firm extends a consumer or wholesale loan, advises customers and clients on their investment decisions, makes markets in securities or offers other products or services, the Firm takes on some degree of risk. The Firm’s overall objective is to manage its businesses, and the associated risks, in a manner that balances serving the interests of its clients, customers and investors and protects the safety and soundness of the Firm.
The key risk areas of the Firm are managed on a Firmwide basis. Certain risks, such as strategic risk, are overseen by the full Board. Board committees support the Board’s oversight responsibility by overseeing the risk categories related to such committee’s specific area of focus.
Committee chairs report significant matters discussed at committee meetings to the full Board. Issues escalated to the full Board may be dealt with in several ways, as appropriate: oversight of risk may remain with the particular principal standing committee of the Board, the Board may establish or direct a Specific Purpose Committee to oversee management’s addressing of such risk matters, or the Board may ask management to present more frequently to the full Board on the issue.
Conduct risk is the risk that any action or inaction by an employee or employees could lead to unfair client or customer outcomes, impact the integrity of the markets in which the Firm operates or compromise the Firm’s reputation. Conduct risk is overseen by each of the five principal standing committees of the Board, with each committee overseeing conduct risks within that committee's scope of responsibility. Each LOB and Corporate Function is accountable for identifying and managing its conduct risk to promote a culture consistent with the Business Principles. The full set of Business Principles is included in “How We Do
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Director nominees
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Board governance
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Board oversight
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Board engagement
Business — The Report,” which is posted on our website at jpmorganchase.com/about/governance. For more information about the Firm’s risk management, see the “Firmwide risk management” section of the 2020 Form 10-K.
Environmental, social and
governance matters
As noted throughout this Proxy, oversight of ESG matters is an important part of the Board's work, and ESG matters are considered in setting the policies and principles that govern our business. More specifically, the Board oversees a range of matters including:
the Firm’s governance-related policies and practices;
our systems of risk management and controls;
our investment in our employees;
the manner in which we serve our customers and support our communities; and
how we advance sustainability in our business and operations.

In particular, the Board’s PRC provides oversight of the Firm’s positions and practices on public responsibility matters such as community investment, fair lending, consumer practices, sustainability and other public policy issues that reflect the Firm’s values and impact its reputation among all of its stakeholders. In the past year, in addition to the work of the PRC, the Board members contributed to discussions regarding the Firm’s approach to COVID-19, racial equity and climate change, as discussed on page 6.
The Firm is committed to being transparent about our approach to and performance on ESG topics. One way we do this is by publishing an annual ESG Report, which provides information on how we are addressing the ESG matters that we and our stakeholders view as among the most important to our business. We continually monitor the evolving disclosure landscape and evaluate which frameworks best address our stakeholders' interest. As of 2020, our ESG disclosures are informed by the Global Reporting Initiative, Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures ("TCFD"). The ESG information page on our website provides links to numerous JPMorgan Chase publications, documents, policies and other sources of information about various ESG topics, which are available at jpmorganchase.com/about/governance/esg.

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Director nominees
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Board governance
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Board oversight
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Board engagement
4. Board engagement
The Board, as a group or as a subset of one or more directors, meets periodically throughout the year with the Firm’s shareholders, employees, regulators, community and business leaders, and other persons interested in our strategy, business practices, governance, culture and performance. For more information, see the CD&A on pages 37-71.

To contact our Board of Directors, any Board member, including the Lead Independent Director, any committee chair, or the independent directors as a group, email correspondence to the Office of the Secretary at corporate.secretary@jpmchase.com, or mail to: JPMorgan Chase & Co., Attention (name of Board member(s)), Office of the Secretary, 4 New York Plaza, New York, NY 10004-2413.
Shareholders and other interested parties
We have an active and ongoing approach to engagement on a wide variety of topics (e.g., strategy, performance, competitive environment, governance) throughout the year. We interact with and receive feedback from our shareholders and other interested parties. Our shareholder engagement efforts are outlined below.
How we communicate:
Who we engage:
How we engage:
Annual Report
Proxy Statement
SEC filings
Press releases
Firm website
ESG, TCFD Climate and Corporate Responsibility Reports
Institutional shareholders
Retail shareholders
Investors
Proxy advisory firms
ESG rating firms
Industry thought leaders
Community and business leaders
Quarterly earnings calls
Investor meetings and conferences
Shareholder Outreach Program
Annual Shareholder Meeting
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Semiannual Shareholder Outreach Program:
Twice a year, we conduct a comprehensive formal Shareholder Outreach Program focused on topics including corporate governance, shareholder rights, executive compensation as well as the Firm's social and environmental impact.
We reach out to over 100 of our largest shareholders as well as proxy advisory firms. In these meetings, management shares information and provides updates on aforementioned topics, addresses questions and solicits shareholders' perspectives and feedback. Directors participate in these meetings as appropriate.
Following each Shareholder Outreach Program, shareholders' areas of focus and feedback are provided to the Board.
2020 Engagements
Senior Management
Hosted approximately 40 investor meetings
Presented at approximately 10 investor conferences as well as the Firm's 2020 Investor Day
Met with shareholders and other interested parties around the world
Shareholder Outreach Program
Approximately 100 engagements with nearly 60 shareholders representing approximately 45% of the Firm's outstanding common stock
Directors participated as appropriate
Frequently discussed topics included:
The Firm's strategy, financial and operating performance and risk management in light of COVID-19
Board composition
Board and management succession planning
Enhancements to the executive compensation program and disclosures
The Firm's sustainability efforts, including its Paris-aligned financing commitment
The Firm's efforts to advance racial equity, including its $30 billion commitment
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Director nominees
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Board governance
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Board oversight
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Board engagement
Employees
Our Board is committed to maintaining a strong corporate culture that, based on our core values of respect, integrity and inclusion, instills and enhances a sense of personal accountability on the part of all of the Firm’s employees.
In addition to discussions at Board meetings with senior management about these efforts, our directors participate in meetings with employees to emphasize this commitment. These meetings include employee town halls, lines of business and leadership team events, annual senior leaders’ meetings and informal sessions with members of the OC and other senior leaders.
Regulators
Our Board and senior leaders commit significant time to meeting with regulators. These interactions help us learn first-hand from regulators about matters of importance to them and their expectations of us. It also gives the Board and management a forum for keeping our regulators well-informed about the Firm’s performance and business practices.
Stakeholders
We share a fundamental commitment to all of our stakeholders, including our customers, suppliers and communities in which we work. As we strive to deliver value, management engages with our stakeholders on a range of issues in a variety of ways. These may include participation in consumer advisory panels, town halls and meetings with policy advocacy groups and nonprofit organizations. We actively seek feedback on key topics to help us better understand what is important to our stakeholders and find ways to deliver value while also navigating financial, legal and regulatory considerations. In recent years, we have engaged in extensive stakeholder outreach pertaining to, among other topics, human capital management including diversity, equity and inclusion, climate change risk and ESG-related disclosures.
Management shares insights and feedback from these relationships and engagements with the Board, providing the Board with valuable insights. Board members are also provided opportunities to engage with stakeholders through client events, town halls, business resource groups ("BRG"), and shareholder discussions.

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DIRECTOR COMPENSATION | CORPORATE GOVERNANCE
Director compensation
The Governance Committee is responsible for reviewing director compensation and making recommendations to the Board. In making its recommendations, the Governance Committee annually reviews the Board’s responsibilities and the compensation practices of peer firms, which include the same group of peer firms referenced with respect to the compensation of our NEOs. For more information see “Evaluating market practices” on page 45.
The Board believes a best practice is to link director compensation to the Firm’s performance; therefore, a significant portion of director compensation is paid in common stock.
This year we are also seeking shareholder approval of a proposed new Amended and Restated Long-Term Incentive Plan (“LTIP”), which includes our non-employee director compensation plan. The Firm's current LTIP, which was approved by the shareholders in 2018, also included non-employee director compensation. There has been no increase in non-employee director compensation since 2017. For additional information on the proposed new LTIP, see page 84.
Annual compensation
For each calendar year of service on the Board, each non-employee director receives an annual cash retainer of $100,000 and if the non-employee director is on the board at the time when annual performance year equity awards are granted, an annual grant of deferred stock units valued at $250,000. Compensation paid during 2020, including additional cash compensation paid for certain committee and other service, is described in the following tables.
Each deferred stock unit included in the annual grant to directors represents the right to receive one share of the Firm’s common stock and dividend equivalents payable in deferred stock units for any dividends paid. Deferred stock units have no voting rights. In January of the year immediately following a director’s termination of service, deferred stock units are distributed in shares of the Firm’s common stock in either a lump sum or in annual installments for up to 15 years as elected by the director.
The following table summarizes the 2020 annual compensation for non-employee directors for service on the Boards of the Firm, the Bank and J.P. Morgan Securities plc. There is no additional compensation paid for service on the Board of IHC.
CompensationAmount ($)
Board retainer$100,000
Lead Independent Director retainer30,000
Audit and Risk Committee chair retainer25,000
Audit and Risk Committee member retainer15,000
All other committees chair retainer15,000
Deferred stock unit grant250,000
Bank Board retainer15,000
Bank Board’s chair retainer25,000
J.P. Morgan Securities plc Board retainer110,000
The Board may periodically ask directors to serve on one or more Specific Purpose Committees or other committees that are not one of the Board’s principal standing committees or to serve on the board of directors of a subsidiary of the Firm. Any compensation for such service is included in the “2020 Director compensation table” on the next page.
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CORPORATE GOVERNANCE | DIRECTOR COMPENSATION
2020 Director compensation table
The following table shows the compensation for each non-employee director in 2020.
Director
Fees earned or
paid in cash ($)1
2020 Stock
award ($)2
Other
fees earned or
paid in cash ($)3
Total ($)
Linda B. Bammann$140,000$250,000$15,000$405,000
James A. Bell4
53,461250,00015,396318,857
Stephen B. Burke115,000250,00077,500442,500
Todd A. Combs109,272250,00015,000374,272
James S. Crown124,272250,00015,000389,272
Timothy P. Flynn136,181250,00078,462464,643
Mellody Hobson115,000250,00052,500417,500
Laban P. Jackson, Jr.5
43,915250,00081,950375,865
Michael A. Neal115,000250,00015,000380,000
Phebe N. Novakovic6,793-1,0197,812
Lee R. Raymond145,000250,00052,500447,500
Virginia M. Rometty61,813-9,27271,085
1Includes fees earned, whether paid in cash or deferred, for service on the Board of Directors. For additional information on each director’s service on committees of JPMorgan Chase, see “Committees of the Board” on pages 24-26.
2On January 21, 2020, each non-employee director who was on the board at the time when annual performance year equity awards were granted, received an annual grant of deferred stock units valued at $250,000, based on a grant date fair market value of the Firm’s common stock of $137.38 per share. The aggregate number of stock and option awards outstanding at December 31, 2020, for each current director is included in the “Security ownership of directors and executive officers” table on page 82 under the columns “SARs/Options exercisable within 60 days” and “Additional underlying stock units,” respectively. All such awards are vested.
3Includes fees paid to the non-employee directors for their service on the Board of Directors of the Bank or who are members of one or more Specific Purpose Committees. A fee of $2,500 is paid for each Specific Purpose Committee meeting attended (with the exception of the Omnibus Committee). Also includes for Mr. Flynn and Mr. Jackson, pro-rated compensation during 2020 in consideration of their services as directors of J.P. Morgan Securities plc, the Firm’s principal operating subsidiary outside the U.S. and a subsidiary of the Bank, which began on June 3, 2020, for Mr. Flynn and ended on June 8, 2020, for Mr. Jackson.
4Mr. Bell retired from the Board in May 2020 on the eve of the 2020 annual meeting. Retainers for Board and committee service were pro-rated. Other fees paid to Mr. Bell include an amount for a commemorative item for his service on the Board and an amount to cover taxes for the item.
5Mr. Jackson retired from the Board in May 2020 on the eve of the 2020 annual meeting. Retainers for Board and committee service were pro-rated. Other fees paid to Mr. Jackson include an amount for a commemorative item for his service on the Board and an amount to cover taxes for the item.
Stock ownership: no sales, no hedging, no pledging
As stated in the Governance Principles and further described in “Anti-hedging/anti-pledging provisions” on page 33, each director agrees to retain all shares of the Firm’s common stock he or she purchased on the open market or received pursuant to his or her service as a Board member for as long as he or she serves on our Board.
Shares held personally by a director may not be held in margin accounts or otherwise pledged as collateral, nor may the economic risk of such shares be hedged.
As detailed on page 82 under “Security ownership of directors and executive officers,” Mr. Crown has ownership of certain shares attributed to him that arise from the business of Henry Crown and Company, an investment company where Mr. Crown serves as Chairman and CEO, and trusts of which Mr. Crown serves as trustee (the “Attributed Shares”). Mr. Crown disclaims beneficial ownership of such Attributed Shares, except to the extent of his pecuniary interest. The Attributed Shares are distinct from shares Mr. Crown or his spouse own individually, or shares held in trusts for the benefit of his children (the “Crown Personally Held Shares”). The Firm has reviewed the potential pledging of the Attributed Shares with Mr. Crown, recognizes Mr. Crown’s distinct obligations with respect to Henry Crown and Company and the trusts, and believes such Attributed Shares
may be prudently pledged or held in margin loan accounts. Crown Personally Held Shares are not and may not be held in margin accounts or otherwise pledged as collateral, nor may the economic risk of such shares be hedged.
Deferred compensation
Each year, non-employee directors may elect to defer all or part of their cash compensation. A director’s right to receive future payments under any deferred compensation arrangement is an unsecured claim against JPMorgan Chase’s general assets. Cash amounts may be deferred into various investment equivalents, including deferred stock units. Upon retirement from the Board, compensation deferred into stock units will be distributed in stock; all other deferred cash compensation will be distributed in cash. Deferred compensation will be distributed in either a lump sum or in annual installments for up to 15 years as elected by the director commencing in January of the year following the director’s retirement from the Board.
Reimbursements and insurance
The Firm reimburses directors for their expenses in connection with their Board service or pays such expenses directly. The Firm also pays the premiums on directors’ and officers’ liability insurance policies and on travel accident insurance policies covering directors as well as employees of the Firm.

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OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES | CORPORATE GOVERNANCE
Other corporate governance policies and practices
Shareholder rights
The Firm’s Certificate of Incorporation and By-laws provide shareholders with important rights, including:
Proxy access, which enables eligible shareholders to include their nominees for election as directors in the Firm’s proxy statement. For further information, see page 112, “Shareholder proposals and nominations for the 2022 annual meeting.”
The ability to call a special meeting by shareholders holding at least 20% of the outstanding shares of our common stock (net of hedges)
The ability of shareholders holding at least 20% of the outstanding shares of our common stock (net of hedges) to seek a corporate action by written consent without a meeting on terms substantially similar to the terms applicable to call special meetings
Majority election of directors
No “poison pill” in effect
No super-majority vote requirements in our Certificate of Incorporation or By-laws
The Firm’s Certificate of Incorporation and By-laws are available on our website at jpmorganchase.com/about/governance.
Policies and procedures for approval of related party transactions
The Firm has adopted a written Transactions with Related Persons Policy (“Policy”), which sets forth the Firm’s policies and procedures for reviewing and approving transactions with related persons – our directors, executive officers, their respective immediate family members and 5% shareholders. The transactions covered by the Policy include any financial transaction, arrangement or relationship in which the Firm is a participant, the related person has or will have a direct or indirect material interest and the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year.
After becoming aware of any transaction which may be subject to the Policy, the related person is required to report all relevant facts with respect to the transaction to the General Counsel of the Firm. Upon determination by the General Counsel that a transaction requires review under the Policy, the material facts of the transaction and the related person’s interest in the transaction are provided to the Governance Committee. The transaction is then reviewed by the disinterested members of the Governance Committee, who determine whether approval or ratification of the transaction shall be granted. In reviewing a transaction, the Governance Committee considers facts and circumstances that it deems relevant to its determination, such as:
management’s assessment of the commercial reasonableness of the transaction; the materiality of the related person’s direct or indirect interest in the transaction; whether the transaction may involve an actual, or the appearance of, a conflict of interest; any controls associated with the transaction; and, if the transaction involves a director, the impact of the transaction on the director’s independence.
Certain types of transactions are pre-approved in accordance with the terms of the Policy. These include transactions in the ordinary course of business involving financial products and services provided by, or to, the Firm, including loans, provided such transactions are in compliance with the Sarbanes-Oxley Act of 2002, Federal Reserve Board Regulation O and other applicable laws and regulations.
Transactions with directors, executive officers and 5% shareholders
Our directors and executive officers, and some of their immediate family members and affiliated entities, and BlackRock, Inc. and affiliated entities ("BlackRock") and The Vanguard Group and affiliated entities ("Vanguard"), beneficial owners of more than 5% of our outstanding common stock, were customers of, or had transactions with or involving, JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during 2020. Additional transactions may be expected to take place in the future.
Any outstanding loans to the foregoing persons and entities and any other transactions involving the Firm’s financial products and services (such as banking, brokerage, investment, investment banking, and financial advisory products and services) provided to such persons and entities: (i) were made in the ordinary course of business, (ii) were made on substantially the same terms (including interest rates and collateral (where applicable)), as those prevailing at the time for comparable transactions with persons and entities not related to the Firm (or, where eligible with respect to executive officers, immediate family members and affiliated entities, on such terms as are available under our employee benefits or compensation programs) and (iii) did not involve more than the normal risk of collectibility or present other unfavorable features.
The fiduciary committees for the JPMorgan Chase Retirement Plan and for the JPMorgan Chase 401(k) Savings Plan (each, a “Plan”) entered into agreements with BlackRock giving it discretionary authority to manage certain assets on behalf of each Plan. Pursuant to these agreements, fees of approximately $6.4 million were paid by the Plans to BlackRock. in 2020. JPMorgan Chase UK Retirement Plan paid BlackRock approximately $790,000 for the portfolio management services provided to its Trustee, JPMorgan Pension Trustees Limited. Subsidiaries of the Firm have subscribed to information services and received consulting
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CORPORATE GOVERNANCE | OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES
services from BlackRock, including and related to select market data, analytics and modeling, and paid BlackRock approximately $890,000 in 2020 for the services. JPMorgan Chase paid BlackRock approximately $6.8 million in 2020 to access its Aladdin® platform.
Certain J.P. Morgan mutual funds and subsidiaries entered into a sub-transfer agency agreement with Vanguard and paid Vanguard approximately $380,000 in 2020 for services rendered, primarily accounting, recordkeeping and administrative services.
In 2019, the Firm, as administrative agent and lender, entered into a senior secured reserve-based revolving loan facility (the "RBL") with Sable Land Company, LLC ("Sable"), which was partially owned by funds managed by The Energy and Minerals Group ("EMG"). Former Director Lee Raymond's son serves as Chief Executive Officer of EMG and held one of three EMG board seats on Sable's board. The RBL was entered into in the ordinary course of business, on terms prevailing in the market and, at the time, did not involve more than normal risk of collectability or present other unfavorable features. The Firm's maximum exposure during the period was $470 million of the aggregate $700 million RBL commitments. Prior to the bankruptcy noted below, EMG owned approximately 47% of Sable, and Director Raymond and his son together owned, directly or indirectly, less than 2% of Sable. In June 2020, Sable filed for Chapter 11 bankruptcy and the RBL lenders (including the Firm) provided super-priority debtor-in possession financing, and in January 2021, pursuant to a consensual plan of reorganization, the lenders exchanged this financing and the RBL loans for a $315 million senior-secured bankruptcy exit facility and 100% of the equity of reorganized Sable. EMG supported the plan although its equity in Sable was cancelled.
In January 2019, the Firm entered into agreements for the sale and redevelopment of a retail bank branch property in California to modernize the branch and monetize excess development rights. Following a solicitation and review of proposals from several major real estate developers, a company not affiliated with the Firm or its directors or executive officers was selected to lead the project. The development company is expected to make the purchase through an existing legal entity as a result of which Director James Crown and members of his immediate family are expected to hold indirect equity interests in the property which in the aggregate would exceed 10%. The purchase price will depend upon the development rights attained and is anticipated to exceed $32 million. The transaction has not been consummated and closing is subject to completion of the development entitlements process and satisfaction of other contractual conditions precedent. The transaction is not material to the overall investment holdings of Mr. Crown and members of his immediate family, and it was negotiated with the unaffiliated development company in the ordinary course of business.
In December 2020, as part of the Firm’s plan to invest $30 billion to advance racial equity, the Firm approved co-
investment of up to $200 million on a deal-by-deal basis in Black and Latinx-owned businesses alongside Project Black (the “Co-Invest Program”). Project Black is a private equity initiative of Ariel Alternatives, LLC, an affiliate of Ariel Investments, LLC, of which Director Mellody Hobson is Co-CEO and President. The purpose of the Co-Invest Program is to facilitate co-investments by the Firm in businesses that (i) are Black or Latinx-owned prior to any investment by Project Black or the Firm, or (ii) will become Black or Latinx-owned by virtue of the investment by Project Black and that will be managed so as to increase diversity into the acquired company’s leadership and management. In connection with the Co-Invest Program, the Firm will neither receive fees from nor pay fees to Ariel Investments, LLC or any of its affiliates. The Co-Invest Program is not material to Mellody Hobson or Ariel Investments, LLC.
Compensation & Management Development Committee interlocks and insider participation
The members of the CMDC are listed on page 26. No member of the CMDC is or ever was a JPMorgan Chase officer or employee, other than Linda B. Bammann, who joined the CMDC on January 1, 2021, and previously served as an officer of JPMorgan Chase 15 years before joining the CMDC and 8 years before joining the Board. No JPMorgan Chase executive officer is, or was during 2020, a member of the board of directors or compensation committee (or other committee serving an equivalent function) of another company that has, or had during 2020, an executive officer serving as a member of our Board or the CMDC. All of the members of the CMDC, and/or some of their immediate family members and affiliated entities, were customers of, or had transactions with or involving, JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during 2020. Additional transactions may be expected to take place in the future. Any outstanding loans to the directors serving on the CMDC and their immediate family members and affiliated entities, and any transactions involving other financial products and services provided by the Firm to such persons and entities, were made in accordance with the standards stated above for transactions with directors, executive officers and 5% shareholders.
Political activities and lobbying
JPMorgan Chase believes that responsible corporate citizenship demands a commitment to a healthy and informed democracy through civic and community involvement. Because of the potential impact public policy can have on our businesses, employees, communities and customers, we engage with policymakers in order to advance and protect the long-term interests of the Firm.
The PRC oversees the Firm’s significant policies and practices regarding political contributions, major lobbying priorities

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OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES | CORPORATE GOVERNANCE
and principal trade association memberships that relate to the Firm’s public policy objectives.
The Firm’s policies and practices related to political activities:
Prohibit contributions of corporate funds to candidates, political party committees and political action committees ("PACs")
Provide that the Firm restrict U.S. trade organizations and groups organized under Section 501(c)(4) of the Internal Revenue Code of which it is a member from using the Firm’s dues payments for any election-related activity
Prohibit corporate funds from being used to make contributions to SuperPACs and political committees organized under Section 527 of the Internal Revenue Code to promote the election or defeat of candidates for office
Prohibit the use of corporate funds to make independent political expenditures, including electioneering communications
The Firm discloses on its website contributions made by the Firm’s PACs and contributions of corporate funds made in connection with ballot initiatives.
In January 2021, violence at the U.S. Capitol prompted a six month pause of all contributions from our PAC. During this time, we will re-evaluate our PAC mission, governance and giving strategies. Conclusions stemming from our review will be publicly disclosed.
For further information regarding the Firm’s policy engagement, political contributions and lobbying activity, see our website at jpmorganchase.com/about/governance/political-engagement-and-public-policy.
Code of Conduct
The Code of Conduct is a collection of principles designed to assist employees and directors in making decisions about their conduct in relation to the Firm’s business.
Employees and directors are trained on the principles, obligations, and requirements under the Code of Conduct. They must annually affirm that they have read, understand, and are in compliance with the Code of Conduct. They are required to raise concerns about misconduct and report any potential or actual violations of the Code of Conduct, any internal Firm policy, or any law or regulation applicable to the Firm’s business. The Code of Conduct prohibits intimidation or retaliation against anyone who raises an issue or concern in good faith or assists with an investigation.
Employees and directors can report potential or actual violations of the Code of Conduct to management, Human Resources, the Office of the General Counsel, or via the JPMC Conduct Hotline, either by phone, online or mobile. The Hotline is anonymous, except in certain non-U.S. jurisdictions where anonymous reporting is prohibited. It is available 24/7 globally, with translation services. It is maintained by a third party service provider.
Employees in Human Resources and Global Security follow specific procedures when handling employee-initiated complaints. Suspected violations of the Code of Conduct, other Firm policy or the law are investigated by the Firm and may result in an employee being cleared of the suspected violation or in an escalating range of actions, including termination of employment, depending upon the facts and circumstances. Compliance and Human Resources report periodically to the Audit Committee on the Code of Conduct program. The CMDC periodically reviews reports from management regarding significant conduct issues and any related employee actions.
Code of Ethics for Finance Professionals
The Code of Ethics for Finance Professionals, a supplement to the Code of Conduct, applies to the CEO, CFO, Chairman, Controller and all other professionals of the Firm worldwide serving in a finance, accounting, treasury, tax or investor relations role. The purpose of our Code of Ethics is to promote honest and ethical conduct and adherence with the law in connection with the maintenance of the Firm’s financial books and records and the preparation of our financial statements. It also addresses the reporting of potential conflicts of interest and any suspected violations or other matters that would compromise the integrity of the Firm’s financial statements.
Supplier Code of Conduct
The Supplier Code of Conduct outlines the Firm’s expectation that suppliers demonstrate the highest standards of business conduct, integrity and adherence to the law. The Supplier Code of Conduct applies to our suppliers, vendors, consultants, contractors and other third parties working on behalf of the Firm, as well as to the owners, officers, directors, employees and contractors of these supplier organizations and entities. The Supplier Code provides specific guidance regarding suppliers’ responsibility to comply with all applicable laws and regulations and to have policies ensuring such compliance, their duty to escalate concerns, handle information properly and maintain accurate records, address potential conflicts of interest, and operate responsibly with respect to competition laws, taxes, anti-corruption, political activity, environmental, social and human rights, and other matters.
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Executive Compensation






Proposal 2: Advisory resolution to approve executive compensation
Approve the Firm’s compensation practices and principles and their implementation for 2020 for the compensation of the Firm’s Named Executive Officers as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in this proxy statement.
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RECOMMENDATION:
Vote FOR approval of this advisory resolution to approve executive compensation



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OVERVIEW
We believe our compensation philosophy promotes an equitable and well-governed, long-term approach to compensation, including pay-for-performance practices that attract and retain top talent, are responsive to and aligned with shareholders, and encourage a shared success culture in support of our Business Principles and strategic framework
OUR LONG-
TERM APPROACH
TO EXECUTIVE
COMPENSATION:
DISCIPLINED
PERFORMANCE
ASSESSMENT TO
DETERMINE PAY
The Firm’s Board of Directors believes that JPMorgan Chase’s long-term success as a premier financial services firm depends in large measure on the talents of our employees and a proper alignment of their compensation with performance and sustained shareholder value. The Firm’s compensation programs play a significant role in our ability to attract, retain and properly motivate the highest quality workforce.
The foundations of our compensation practices are a focus on performance within a controlled environment, alignment with the interests of shareholders, sensitivity to the relevant marketplace and a long-term view consistent with our Business Principles and strategic framework.
The Compensation Discussion and Analysis that follows describes our compensation philosophy and pay-for-performance framework, and discusses how compensation for the Firm’s Named Executive Officers is aligned with the Firm’s long-term performance and with our shareholders’ interests.

PROPOSAL 2 – ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
As required by Section 14A of the Securities Exchange Act of 1934, as amended, this proposal seeks a shareholder advisory vote to approve the compensation of our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K through the following resolution:
“Resolved, that shareholders approve the Firm’s compensation practices and principles and their implementation for 2020 for the compensation of the Firm’s Named Executive Officers as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in this proxy statement.”
This advisory vote will not be binding upon the Board of Directors. However, the Compensation & Management Development Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Compensation Discussion and Analysis
The following CD&A is organized around three key factors for shareholders to consider:
1  
HOW WE THINK ABOUT PAY DECISIONS
The Firm’s Business Principles and strategic framework form the basis of our OC members’ strategic priorities. The CMDC references those strategic priorities and the Firm’s compensation philosophy to assess OC members’ performance and to determine their respective total compensation levels and pay mix
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Pay Determination
The CMDC uses informed judgement to determine OC members’ pay based on four broad performance dimensions over the long-term (see section 2 below), and after considering competitive market practices
PSU Payout
The PSU calculation links the ultimate payout of awards to pre-established absolute and relative ROTCE goals, subject to risk and control features
2020 PSU Award Design and Disclosures
As part of its review of the PSU design in 2020, the CMDC considered the strong (92%) support our Say on Pay resolution received at our annual meeting of shareholders in May 2020 and decided to maintain the same design, including the several enhancements made in the previous year. Several executive compensation disclosure enhancements requested by shareholders have also been maintained
Pages
40-52
2  HOW WE PERFORMED AGAINST OUR BUSINESS STRATEGY
2020 Business Results
The Firm continued to build upon its strong momentum from prior years amid the unprecedented health and economic consequences of COVID-19
Risk, Controls & Conduct
Continued to invest in our cyber defense capabilities, training and partnerships
Continued to enhance risk, controls and conduct information provided to managers to use during performance reviews and employee conduct inquiry & investigation processes
Client/Customer/Stakeholder
Examples of external recognition3 we received in 2020 include:
CCB: #1 primary bank within Chase footprint
CIB: #1 in Markets revenue and Investment Banking fees
CB: #1 multifamily lender
AWM: Best Private Bank in the World
Continued to make investments in enhancing client/customer experience through new and expanded digital capabilities, and to promote inclusive, sustainable growth and opportunity in communities where we operate
Teamwork & Leadership
Continued to invest in succession planning; diversity, equity and inclusion; leadership and employee growth; and benefits & wellness best practices, including COVID-19 support
Dedicated to a culture that enables leaders and their teams to grow and succeed
Expanded the Operating Committee, which includes diverse representation
$29.1B
NET INCOME
$8.88
EPS
12% | 14%
  ROE ROTCE1
$16.3B
NET CAPITAL DISTRIBUTIONS2
 
Pages
53-64
3  
HOW PERFORMANCE DETERMINED PAY IN 2020
After considering the Firm’s consistently strong 2020 and multi-year performance against its business strategy under Mr. Dimon’s stewardship, the Board awarded him $31.5 million in total compensation for 2020 (unchanged from 2019). For 2020, compensation awarded to the OC members also represents a balance between the outstanding efforts and performance of the Firm during COVID-19 with the impact of the pandemic on the Firm's other stakeholders
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Pages
65-71
1ROTCE is a non-GAAP financial measure; refer to Note 1 on page 113 for a further discussion of this measure.
2Reflects common dividends and common stock repurchases, net of common stock issued to employees.
3For external recognition sources for CCB, CIB and AWM, refer to pages 68-70; CB recognition is from S&P Global Market Intelligence as of December 31, 2020.
4Total compensation range for Other NEOs includes Mr. Pinto. Pay mix components for Other NEOs exclude Mr. Pinto. The terms and conditions of Mr. Pinto’s compensation reflect the requirements of E.U. and U.K. regulations. Refer to Note 1 on page 46 for additional information on Mr. Pinto’s pay mix.

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
1 
How we think about pay decisions
The Firm’s Business Principles and strategic framework form the basis of our OC members’ strategic priorities. The CMDC references those strategic priorities and the Firm’s compensation philosophy to assess OC members’ performance and to determine their respective total compensation levels and pay mix.
 
Business Principles
 
The Firm’s Business Principles and culture are fundamental to our success in the way we do business over the long-term.
 
 Exceptional
Client Service
A Commitment to
Integrity, Fairness
and Responsibility
Operational
Excellence
Great Team and
Winning Culture
     
 
 
Strategic Framework
 
Guided by our Business Principles, our strategic framework provides holistic direction for the Firm and focuses on three primary strategic tenets:
Operating exceptional client franchises;
Maintaining our fortress balance sheet and principles; and
Adding long-term shareholder value.
Each year, the Operating Committee reviews the strategic framework to consider enhancements to the framework and its underlying tenets and priorities, and to adapt to changes in the competitive and market landscape if necessary, by considering the Firm’s strengths and challenges and the Firm’s performance over the prior year. In 2020, the CMDC approved the Firm’s strategic framework as the priorities of the CEO, including the 11 strategic priorities listed below.
 
     Exceptional
Client Franchises
     
Customer centric and easy to do business with
Relevant to our customers
Focus on safety and security
Powerful brands
  
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Fortress Balance
Sheet and Principles
 
Capital and liquidity
Risk governance and controls
Culture and conduct

 
 
Long-Term
Shareholder Value
 
Continuously investing in the future while maintaining expense discipline
Focus on customer experience and innovation
Talent and Diversity

Local community engagement
 
 
Businesses and functions develop strategic initiatives that map to the strategic framework and are designed to reinforce the Firm’s operating principles to be complete, global, diversified, and at scale.
 
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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy
  
Also guided by our Business Principles, our compensation philosophy is fundamental to our goal to attract, retain, and motivate our workforce in a competitive market.
Paying for performance
and aligning with
shareholders’ interests
  Encouraging a shared
success culture
  Attracting and
retaining top talent
  
Integrating risk
management and
compensation
 No special perquisites
and non-performance
based compensation
 Maintaining strong
governance
 Transparency with
shareholders
Performance Assessment
  
In accordance with our compensation philosophy, the CMDC uses a balanced and disciplined approach to assess OC member performance throughout the year against four broad dimensions:
Business Results, including absolute and relative performance over multiple years
Risk, Controls & Conduct, including feedback received from the Firm’s risk and control professionals
Client/Customer/Stakeholder, including our engagement in communities and commitment to provide economic opportunity to underserved communities
Teamwork & Leadership, including creating a diverse, inclusive, respectful and accountable environment and developing employees, managers and leaders
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Pay Determination and Pay Mix
  Following the performance assessment process, the CMDC determines the total compensation for each OC member, as well as their respective pay mix. Pay mix may include salary, cash incentive, Restricted Stock Units ("RSUs") and formula-based PSUs. Pay levels and pay mix are determined in the context of competitive market practices.
 
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In summary, the CMDC believes that the disciplined and holistic process it follows for determining OC member pay is appropriately balanced by the formula used in our PSU program that ultimately determines OC member payout.
DISCIPLINED DISCRETION TO DETERMINE PAY
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FORMULA TO DETERMINE PAYOUT


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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
Our compensation philosophy, pay practices and governance process
Our pay-for-performance compensation program is designed to align the long-term interests of our employees with those of our shareholders by emphasizing sustained value and reinforcing personal accountability.
COMPENSATION PHILOSOPHY
Our compensation philosophy provides the guiding principles that drive compensation-related decisions across all levels of the Firm. We believe our compensation philosophy promotes an equitable and well-governed approach to compensation, which includes pay-for-performance practices that attract and retain top talent in a competitive market, is responsive to and aligned with shareholders, reinforces our culture and Business Principles, and integrates risk, controls and conduct considerations.
PAYING FOR
PERFORMANCE
AND ALIGNING WITH
SHAREHOLDERS’
INTERESTS
In making compensation-related decisions, we focus on risk-adjusted performance (the Firm’s risk and control professionals help contextualize the risk taken to achieve the return) and reward behaviors that generate sustained value for the Firm. This means that compensation should not be overly formulaic, rigid or focused on the short-term.
A majority of OC member incentive compensation should be in equity that vests over multiple years to align with sustained performance.
 
 
ENCOURAGING A
SHARED SUCCESS
CULTURE
Teamwork and leadership should be encouraged and rewarded to foster a culture that supports our Business Principles.
Contributions should be considered across the Firm, within business units, and at an individual level when evaluating an employee’s performance.
 
 
ATTRACTING
AND RETAINING
TOP TALENT
Our long-term success depends on the talents of our employees. Our compensation philosophy plays a significant role in our ability to attract, properly motivate and retain top talent.
Competitive and reasonable compensation should help attract and retain the best talent to grow and sustain our business.
 
 
INTEGRATING RISK
MANAGEMENT AND
COMPENSATION
Risk management, compensation recovery, and repayment policies should be robust and designed to encourage behaving with standards of integrity that are required by our culture and Business Principles. Excessive risk-taking should be deterred.
Conduct matters should be reviewed following Firmwide frameworks.
Recoupment policies should include recovery of cash and equity compensation.
Our pay practices must comply with applicable rules and regulations, both in the U.S. and globally.
 
 
NO SPECIAL
PERQUISITES AND
NON-PERFORMANCE
BASED
COMPENSATION
Compensation should be straightforward and consist primarily of cash and equity incentives.
We do not have special supplemental retirement or other special benefits just for executives, nor do we have any change-in-control agreements, golden parachutes, merger bonuses, or other special severance benefit arrangements for executives.
 
 
MAINTAINING
STRONG
GOVERNANCE
Strong corporate governance is fostered by independent Board oversight of our executive compensation program by the CMDC, including defining the Firm’s compensation philosophy, reviewing and approving the Firm’s overall incentive compensation pools, and approving compensation for our OC, including the terms of compensation awards; CEO compensation is subject to full Board ratification.
We have a rigorous process in place to review risk, control and conduct issues at the Firm, line of business, functional, and regional levels, which can impact compensation pools as well as reduce compensation at the individual level, in addition to other employee actions.
  
 
TRANSPARENCY WITH
SHAREHOLDERS
Transparency to shareholders regarding our executive compensation program is important. We disclose all material terms of our executive pay program and any actions on our part in response to significant events, as appropriate.
 

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS
How we think about pay decisions
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How we performed against our business strategy
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How performance determined pay in 2020
The effectiveness of our compensation program is dependent upon the alignment of sound pay-for-performance practices with our compensation philosophy. Highlighted below are pay practices that are integral to our compensation program, as well as certain pay practices that we chose not to implement.
WE ADOPT SOUND PAY PRACTICES
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Principles-based compensation philosophy – Guiding principles that drive compensation-related decision-making across all levels of the Firm
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Competitive benchmarking – We evaluate pay levels and pay practices against relevant market data
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Robust anti-hedging/anti-pledging provisions – Strict prohibition on hedging and pledging of unvested awards and shares owned outright
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Responsible use of equity – We used less than 1% of weighted average diluted shares in 2020 for employee compensation
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Strong clawback provisions – Comprehensive recovery provisions that enable us to cancel or reduce unvested awards and require repayment of previously awarded compensation, if appropriate
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Risk, controls and conduct impact pay – We consider material risk, controls and conduct issues and make adjustments to compensation, if appropriate
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Pay at risk – OC member compensation is predominantly “at-risk” and contingent on the achievement of performance goals that are integrally linked to shareholder value and safety and soundness
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Strong share holding requirements – OC members are required to retain significant portions of net shares received from awards to increase ownership over the long-term
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Majority of variable pay is in deferred equity – Most OC member variable compensation is deferred in the form of PSUs and RSUs that vest over three years1
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Robust shareholder engagement – Each year we provide the Board with feedback from our shareholders on a variety of topics, including our compensation programs and practices
WE AVOID POOR PAY PRACTICES
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No golden parachute agreements – We do not provide additional payments or benefits as a result of a change-in-control event
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No guaranteed bonuses – We do not provide guaranteed bonuses, except for select individuals at hire
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No special severance – We do not provide special severance. All employees, including OC members, participate at the same level of severance, based on years of service, capped at 52 weeks up to a maximum credited salary
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No special executive benefits
No private club dues or tax gross-ups for benefits
No 401(k) Savings Plan matching contribution
No special health or medical benefits
No special pension credits
GOVERNANCE RESPONSIBILITIES OF THE CMDC
The CMDC oversees our compensation programs throughout the year, which enables the programs to be proactive in addressing both current and emerging developments or challenges. Key committee responsibilities related to compensation programs include:
Periodically reviewing and approving a statement of the Firm’s compensation philosophy, principles and practices
Reviewing the Firm’s compensation practices and the relationship among risk, risk management and compensation (including safety and soundness and avoiding practices that could encourage excessive risk-taking)
Adopting pay practices and approving any necessary formulas, performance metrics or pool calculations in compliance with applicable U.S. and global regulatory, statutory or governance requirements
Reviewing and approving overall incentive compensation pools (including equity/cash mix)
Reviewing the business-aligned incentive compensation plan governance, design and evaluation framework

Reviewing over multiple meetings and approving compensation for our OC and, for the CEO, making a compensation recommendation to the Board for consideration and ratification by the independent directors
Reviewing compensation for employees who are material risk-takers identified under Federal Reserve standards (“Tier 1 employees”), U.K. and/or European Union standards (“Identified Staff”) or other similar standards, collectively “Designated Employees”
Reviewing and approving the design and terms of compensation awards, including recovery/clawback provisions
The CMDC continues to retain the discretion to make awards and pay amounts that may not qualify as tax deductible.