UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 May 2019 2019 Proxy Supplemental Materials |
 Annual
meeting overview Directions
The entrance to the building is indicated by the STAR Please note: the 10 South Dearborn Street entrance is closed due to construction Map and directions Logistics 1 Date: Tuesday, May 21, 2019 Time: 10:00 a.m. Central Time Place: Chase Tower 21 South Clark Street, 56th Floor Chicago, Illinois 60603 Audiocast: www.jpmorganchase.com/events-presentations Phone: (866) 541-2724 in the U.S. and Canada (706) 634-7246 for international Attending in person: You will be required to present a valid form of government-issued photo identification, such as a driver’s license or passport, and proof of ownership of our common stock as of our record date on March 22, 2019. For more details, see 2019 Proxy Statement pages 92-97 |
 Matters to
be voted on Election of Directors
1 Advisory resolution to approve executive compensation 2 Ratification of independent registered public accounting firm 3 Gender pay equity report 4 Enhance shareholder proxy access 5 Cumulative voting 6 The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals: The Board of Directors recommends you vote AGAINST each of the following proposals: Management proposals Shareholder proposals 2 |
 We
demonstrated strong financial performance in 2018 We maintained or gained
market share across our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores and maintained a fortress balance sheet 2018 key highlights – strong performance continues to support shareholder value Record net income of $32.5 BILLION Record EPS of $9.00 ROE of 13% ROTCE¹ of 17% Book value per share (“BVPS”) of $70.35 Tangible book value per share (“TBVPS”)¹ of $56.33 Distributed $28.5 BILLION to shareholders² For additional information and footnotes, please see page 18 Total Shareholder Return ("TSR")³ $100 investment in JPM at the end of 2008 would be valued at $388 at the end of 2018 3 |
 The Firm
has demonstrated sustained, strong financial performance
Generated strong ROE and ROTCE 4 For additional information and footnotes, please see page 18 Delivered sustained growth in EPS, BVPS and TBVPS 1 1 |
 We are
committed to commonsense corporate governance practices Reviews the
Firm’s strategic objectives and plans Evaluates the CEO’s
performance and provides talent management for other senior executives
Oversees the Firm’s financial performance and condition
Oversees the Firm’s risk management and internal control frameworks
Oversees the Firm’s approach to environmental, social and governance
(“ESG”) matters Sets the cultural “tone at the top”
The Firm’s Corporate 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: acts as liaison between independent directors and the
CEO acts as a sounding board to the CEO
provides advice and guidance to the CEO on executing long-term
strategy advises the CEO of the Board’s information
needs meets one-on-one with the CEO following executive sessions
of independent directors has the authority to call for a Board meeting or
a meeting of independent directors approves agendas and adds agenda items
for Board meetings and meetings of independent directors presides over
executive sessions of independent directors engages and consults with
major shareholders and other constituencies, where appropriate guides
annual performance review of the CEO guides the annual independent
director consideration of CEO compensation guides full Board
consideration of CEO succession guides the self-assessment of the
full Board presides at Board meetings in the CEO’s absence or when
otherwise appropriate Our Board provides independent oversight of the
Firm’s business and affairs A strong Lead Independent Director role
facilitates independent board oversight of management 5
|
 We are
committed to commonsense corporate governance practices (cont’d) We
have regular and ongoing discussions with shareholders throughout the year on a wide variety of topics, such as financial performance, strategy, competitive environment, regulatory landscape, and ESG matters
In 2018, our shareholder engagement initiatives included:
Shareholder Outreach: Hosted more than 60 discussions on strategy,
financial performance, governance, executive
compensation, and environmental and social matters, among others, with shareholders representing >45% of our outstanding common stock Annual Investor Day: Senior
management gave presentations at our annual Investor Day on the Firm’s strategy and financial
performance
Meetings/Conferences: Senior management hosted more than 50 investor meetings and presented at 12 investor conferences Annual Shareholder Meeting: Our CEO
and Lead Independent Director presented to shareholders at the Firm’s 2018 annual meeting We actively engage with shareholders 6 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% committee independence Executive sessions of independent directors at each regular Board meeting Our governance practices promote Board effectiveness and shareholder interests |
 Agenda Page 1 Management proposals 7 2 Shareholder proposals 14 |
 Proposal
#1: Election of Directors The Board recommends you vote FOR each
director nominee For additional detail, see 2019 Proxy Statement pages
8-37 For
additional information and footnotes, please see page 18 The Board of Directors has nominated the 11 individuals listed below: 10 independent directors and the CEO
7 COMMITTEE MEMBERSHIP Linda B. Bammann 63 0 Directors’ Risk Policy (Chair) Director since 2013 James A. Bell 70 Retired Executive Vice President of The Boeing Company 3 Audit (Chair) Director since 2011 Stephen B. Burke 60 Chief Executive Officer of NBCUniversal, LLC 1 Compensation & Management Development; Director since 2004 Corporate Governance & Nominating Todd A. Combs 48 Investment Officer at Berkshire Hathaway Inc. 0 Directors’ Risk Policy; Director since 2016 Public Responsibility James S. Crown 65 1 Directors’ Risk Policy Director since 2004 James Dimon 63 0 Director since 2004 Timothy P. Flynn 62 Retired Chairman and Chief Executive Officer of KPMG 3 Audit; Director since 2012 Public Responsibility (Chair) Mellody Hobson 50 President of Ariel Investments, LLC 1 Audit; Director since 2018 Public Responsibility Laban P. Jackson, Jr. 76 0 Audit Director since 2004 Michael A. Neal 66 0 Directors’ Risk Policy Director since 2014 Lee R. Raymond 80 0 Compensation & Management Development (Chair); (Lead Independent Director) Corporate Governance & Nominating Director since 2001 Chairman and Chief Executive Officer of Clear
Creek Properties, Inc. Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation OTHER PUBLIC COMPANY BOARDS (#) Chairman and Chief Executive Officer of Henry Crown and Company NOMINEE/DIRECTOR OF JPMORGAN CHASE SINCE ¹ Age PRINCIPAL OCCUPATION Retired Deputy Head of Risk Management of JPMorgan
Chase & Co.³
Chairman and Chief Executive Officer of JPMorgan Chase & Co.
2 |
 All our
nominees possess:
• Integrity • Judgment • Strong work ethic • Strength of conviction • Collaborative approach to engagement and oversight • Inquisitiveness • Objective perspective • Willingness to appropriately challenge management 11 10 7 9 9 11 7 11 11 Proposal #1: Election of Directors (cont’d) The Board recommends you vote FOR
each director nominee Profile of nominees (excluding our CEO) Personal and professional attributes and skills of the nominees For additional detail, see 2019 Proxy Statement pages 8-37 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 FINANCIAL 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 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 INTERNATIONAL BUSINESS OPERATIONS – Experience in diverse geographic, political and regulatory environments is important because the Firm serves customers and clients across the globe 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 MANAGEMENT DEVELOPMENT AND SUCCESSION PLANNING – Experience in senior executive development, succession planning and compensation matters allows 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 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 most interested in these issues and understanding the impact of various policies on the Firm’s functions 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 REGULATED INDUSTRIES AND REGULATORY ISSUES – Experience with regulated businesses, regulatory requirements and relationships with global regulators is important because the Firm operates in a heavily regulated industry 8 |
 Proposal
#2: Advisory resolution to approve executive compensation The Board
recommends you vote FOR the executive compensation program 1 Mr. 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.
1. Strong performance
We continued to deliver strong multi-year financial performance, invest in our future, strengthen our risk and control environment, reinforce the importance of our culture and values, deliver on our long-standing commitment to serve our customers, employees and communities, and conduct business in a responsible way to drive inclusive growth. 2. Disciplined performance assessment to determine pay The CMDC uses a balanced approach to determine annual compensation by assessing performance against four broad performance categories over a
sustained period of time. A material portion of Operating Committee
compensation is delivered in the form of at-risk performance share units (“PSUs”), reinforcing accountability and alignment with shareholder interests by linking the ultimate payout to pre-established absolute and relative goals.
3. Sound pay practices We believe our compensation philosophy promotes an equitable and well-governed 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. 4. Pay is aligned with performance 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 PSUs. Other NEO pay is also strongly aligned to Firm and
Line-of-Business (“LOB”) performance, with a majority of their variable pay deferred into equity, of which 50% is in at-risk PSUs. 5. Rigorous accountability and recovery provisions Our executive compensation program is designed to hold executives accountable, when appropriate, for meaningful actions or issues that negatively
impact business performance or the Firm’s reputation in current or
future years. In response to last year’s 93% Say-on-Pay support
and positive shareholder feedback, the Compensation & Management Development Committee (“CMDC”) maintained the key features of our compensation program. We believe shareholders should consider five key factors in their evaluation of this year’s proposal:
For additional detail, see 2019 Proxy Statement pages 38-77
2018 NEO compensation The table above differs from how compensation is reported in the Summary Compensation Table on page 65 of the 2019 Proxy Statement. Please refer
to page 57 of the 2019 Proxy Statement for more information.
Name and principal position
INCENTIVE COMPENSATION
Salary Cash Restricted stock units Performance share units Total James Dimon, Chairman and CEO $ 1,500,000 $ 5,000,000 $ —
$ 24,500,000
$ 31,000,000
Daniel Pinto 1 , Co-President and Co-COO; CEO Corporate & Investment Bank 8,276,026 — 6,861,987 6,861,987 22,000,000 Gordon Smith, Co-President and Co-COO; CEO Consumer & Community Banking 750,000 8,500,000 6,375,000 6,375,000 22,000,000 Mary Callahan Erdoes, CEO Asset & Wealth Management 750,000 7,900,000 5,925,000 5,925,000 20,500,000 Marianne Lake , Chief Financial
Officer 750,000
5,700,000 4,275,000 4,275,000 15,000,000 9 2 On April 17, 2019, JPMorgan Chase announced that Marianne Lake would become Chief Executive Officer of Consumer Lending, which includes Credit
Card, Home Lending and Auto, reporting to Gordon
Smith, and would remain a member of the Firm’s Operating Committee. JPMorgan Chase also announced that Jennifer A. Piepszak would become Chief Financial Officer of the Firm and a member of the Firm’s Operating Committee reporting to Jamie Dimon. All changes became effective May 1, 2019. For further information, refer
to the Current Report on Form 8-K that was filed with the U.S.
Securities and Exchange Commission on April 17, 2019. 2
|
 2018
Business Results Teamwork & Leadership
Continued to invest significant time and effort on diversity and inclusion best
practices Increased hourly wages 10% on average for 22,000 employees and
lowered medical plan deductibles by $750 for employees making less than
$60,000 Shareholder-aligned compensation
philosophy Strong stock ownership guidelines and retention requirements Responsible use of equity for employee compensation No special executive benefits/severance or golden parachutes Client/Customer/Stakeholder Focus Examples of external recognition 3 we received in 2018 include: o CCB: #1 in overall customer satisfaction among national banks o CIB: #1 in global Markets revenue and Investment Banking fees o CB: #1 multifamily lender o AWM: ETF Issuer of the
Year Continued to make significant investments in enhancing customer and client experience through new and expanded digital capabilities Strong performance 1 Risk, Controls, and Conduct Continued to embed conduct risk in our risk management processes Continued to invest in our cybersecurity capabilities Formula PSUs link ultimate payout to pre-established absolute and relative ROTCE goals
Disciplined performance assessment to determine pay
2 Sound pay practices 3 Balanced Discretion Variable pay award levels based on four broad categories:
Business Results Risk, Controls & Conduct For footnoted information please see page 18 Client/Customer/Stakeholder Focus Teamwork & Leadership $32.5B Net Income $9.00 EPS 13% ROE
17% ROTCE 1 $28.5B Net capital Distributions 2 The Board awarded Mr. Dimon $31 million of total compensation for 2018, an increase of $1.5 million from 2017 The Board considered the Firm’s consistently strong multi-year performance under Mr. Dimon’s stewardship Pay is aligned with performance 4 Rigorous accountability and recovery provisions 5 Robust risk, controls and conduct review process can impact compensation pools and
individual pay Strong cancellation and clawback provisions cover both cash and equity awards TRIGGER 5 VESTED UNVESTED Restatement Misconduct Risk-related Protection based Shareholder Feedback In response to our 93% Say-on-Pay support and positive shareholder feedback, the CMDC maintained the key features of our compensation program 2018 Update Calibrated the Absolute ROTCE goal for the 2018 PSU award to 18% based on current forecast of future performance Proposal #2: Advisory resolution to approve executive compensation (cont’d) The Board recommends you vote FOR
the executive compensation program
Summary of factors for shareholder consideration
For additional detail, see 2019 Proxy Statement pages 38-77
10 $ 1.5M Salary Has not changed from 2017 Has not changed from 2017 $ 5M Cash Incentive $1.5M from 2017 ~95% of pay is “at-risk” 3% - 5% 38% - 39% 29% 29% Salary $ 24.5M PSUs Cash Incentive PSUs Restricted Stock Units (“RSUs”) ~95 - 97% of pay is “at-risk” Total Compensation $31M Total Compensation $15M-$22M Mr. Dimon Other NEOs 4 |
 Plan
Feature Performance Year 2018 PSU Award Description
Vehicle Value of units moves with stock price during performance period; units are settled in shares at vesting
Time Horizon 3-year cliff vesting, plus an additional 2-year holding period (for a combined 5-year holding period)
Performance Measure The CMDC selected ROTCE 1 , a fundamental performance metric, which measures the Firm’s net income applicable to common equity as a percentage of average tangible common equity. ROTCE is meaningful to the Firm, as well as investors and analysts, in assessing the earnings power of common shareholders’ equity capital and is a useful metric for comparing the profitability of the Firm with that of competitors. Payout Grid Payout under the PSU plan is calculated annually over the three-year performance period based on absolute and relative ROTCE per
the formulaic payout grid below. Absolute and relative performance metrics help
promote a reasonable outcome for both shareholders and participants.
Annual payout calculations prevent excessive weightings attributable to a single year within the three- year performance period. For the 2018 PSU award, the CMDC set the maximum payout at an ROTCE level of 18% (or greater),
compared to 14% in 2015 and 2016 and 17% in 2017.
Minimum Risk- based Hurdle If the Firm’s common equity Tier 1 (“CET1”) capital ratio 2 is less than 7.5% at any year-end, then unvested PSUs referencing that performance year will be subject to downward adjustment by the CMDC. This feature was first introduced with the 2017 PSU award.
PSU Performance Companies In determining companies to include in the relative ROTCE scale, the CMDC selected competitors with business activities that overlap
with at least 30% of the Firm’s revenue mix. These are unchanged
from prior years and include Bank of America, Barclays, Capital One
Financial, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, UBS and Wells Fargo. Narrow Adjustment Provision The CMDC may make adjustments (up or down) to maintain the intended economics of the award in light of changed circumstances
(e.g., change in accounting rules/policies or changes in capital structure). The CMDC
may also make additional downward adjustments in relation to Mr.
Pinto’s PSUs (see note 1 on page 52 of the 2019 Proxy Statement).
Proposal #2: Advisory resolution to approve executive compensation
(cont’d) The Board recommends you vote FOR the
executive compensation program 1
ROTCE is calculated for each year in the performance period using unadjusted reported
data as set forth in public financial disclosures. 2
The CET1 ratio is a key regulatory capital measure; for further explanation, see page
101 of the 2019 Proxy Statement. Performance Share Unit (“PSU”)
program overview For additional detail, see 2019 Proxy Statement pages
38-77 11
Payout by relative ROTCE Scale |
 Proposal
#2: Advisory resolution to approve executive compensation (cont’d) The
Board recommends you vote FOR the executive compensation program Determining absolute and relative PSU performance goals Each year the CMDC sets the absolute ROTCE goal for that year’s award of PSUs by reviewing the Firm’s historical performance and a
reasonable range of possible net income and capital outcomes over the
next three years. For the 2018 PSU award granted in January 2019, these outcomes were considered in the context of (among other things) the expected impacts of: the TCJA; regulatory capital requirements; annual stress tests; interest rates; and
the U.S. and global economic environment, all of which affect the range
of ROTCE outcomes in the medium-term. Consistent with the Firm’s
pay-for-performance philosophy, in setting the relative ROTCE performance goals, the CMDC determined that payout above target for previously granted PSU awards should be limited to instances in which the Firm outperforms its competitors on a relative basis, with below
target payout occurring in instances of under performance. Achievement of
median relative performance results in target payout (100%), which is consistent with peer practices, and with what the CMDC believes is a reasonable outcome. Outstanding relative performance, which results in a payout of 150% is
limited to the Firm achieving a ROTCE in the top 25%, or top three, of
the competitor group. Performance
Share Units – 5-year time horizon PSUs awarded for performance years 2015, 2016 and 2017 The Firm reported ROTCE of 13%, 12%, and 17% in 2016, 2017, and 2018 respectively, resulting in 1st Quartile relative performance and an expected
payout of 150% for each tranche of the 2015, 2016 and 2017 PSU awards
referencing those years. In assessing the Firm’s 2017 and 2018 ROTCE
performance against the absolute goal established in the 2015 PSU award, the CMDC
reviewed information related to the estimated impact of the enactment of
the TCJA on the Firm’s performance and determined no adjustment was required to the ultimate payout of that award in order to maintain its intended economics. On March 25, 2019, the 2015 PSU award vested at 150%. For additional detail, see 2019 Proxy Statement pages 38-77 12 PSU goal is set at beginning of performance period and is the same for all 3 years
Annual payout calculation results in:
NO ‘catch-up’ for poor performance years NO ‘rollover’ for very strong years |
 Proposal #3: The Board recommends you vote FOR ratification of PricewaterhouseCoopers LLP (PwC) The members of the Audit Committee and the Board believe that continued retention of PwC as the Firm’s independent external
auditor is in the best interests of JPMorgan Chase and its shareholders
Engagement of independent registered public accounting firm
The Audit Committee annually reviews PwC’s qualifications, performance and
independence in connection with its determination as to whether to retain
PwC. In conducting its review, the Audit Committee considers, among other factors: The professional qualifications of PwC and that of the key members of the audit team
PwC’s performance on the Firm’s audit, including its professional skepticism
and objectivity The audit quality of PwC, including recent Public
Company Accounting Oversight Board (“PCAOB”) reports, peer self-reviews, and legal risks and significant proceedings affecting PwC The independence of PwC Audit committee annually reviews PwC The Audit Committee assesses PwC’s independence throughout the year. This includes reviewing with PwC its practices for
maintaining independence
It is JPMorgan Chase’s policy not to use PwC for any other services other than
audit, audit-related and tax services in certain
circumstances In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of
consecutive years of service an individual partner may provide audit services to our
Firm The lead audit partner and quality review partner may provide
services to our Firm for a maximum of five consecutive years The current
lead audit partner is expected to serve in this capacity through the end of the 2020 audit The Board believes there are significant benefits to having an auditor with extensive history with the Firm, including: the high
quality of their audit work and accounting advice, their audit efficiency and
effectiveness, and the time and expense that would be avoided to onboard
a new auditor Board oversight of PwC
For additional detail, see 2019 Proxy Statement pages 78-83
13 |
 Agenda Page 1 Management proposals 7 2 Shareholder proposals 14 |
 For
additional detail, see 2019 Proxy Statement pages 85-87
14 JPMorgan Chase already conducts periodic pay equity reviews that take into account factors that potentially impact pay.
Globally, women at the Firm are paid 99% of what men are paid, taking into account
factors that potentially impact pay. This is a more representative
measure of comparable pay for similar work than a review focusing solely on median earnings of male and female employees We are committed to fairness in compensation practices for all employees. The report requested on the median pay gap is
primarily influenced by the representation of women at different levels of the
organization and is not reflective of the Firm’s commitment to
diversity, expanding advancement opportunities for women and minorities, and fairness in compensation. We do not believe it is a meaningful metric to present to shareholders JPMorgan Chase is committed to diversity and inclusion best practices and devotes significant resources to programs, policies
and analyses that we believe have a greater impact than the proposed pay gap
report Request that the Firm report on the company’s global median pay
gap between male and female employees Proposal #4: Gender pay equity
report The
Board recommends you vote AGAINST this shareholder proposal |
 Proposal
#5: Enhance shareholder proxy access The Board recommends you
vote AGAINST
this shareholder proposal
The Firm’s proxy access By-law strikes an appropriate balance between
providing shareholders with meaningful access to the right and
protecting against potential abuse by shareholders whose interests are not aligned with the majority of long-term shareholders The By-law requiring that nominees receive at least 20% support to be eligible for re-nomination protects shareholders from
the expense and disruption of voting on repeat nominees who fail to garner significant
shareholder support and provides opportunity for shareholders to
nominate other qualified candidates The Firm’s By-law, including
our re-nomination threshold, is aligned with current best practices For
additional detail, see 2019 Proxy Statement pages 88-89 Recommend that
our Board amend its proxy access bylaw provisions so that a director candidate shall not need to obtain a specific percentage vote in order to qualify as a shareholder proxy access director candidate
15 |
 Proposal
#6: Cumulative voting The Board recommends you vote AGAINST this shareholder
proposal One share, one vote best serves shareholder
interests Cumulative voting is inconsistent with majority voting for
directors and increases the risk of disproportionate representation of
special interests The Firm has strong corporate governance standards that promote long-term shareholder value
Because each director oversees the management of the Firm for the benefit of all
shareholders, the Board believes that changing the current voting
procedures would not be in the best interests of all shareholders For
additional detail, see 2019 Proxy Statement pages 90-91 Recommend that
our Board take the steps necessary to adopt cumulative voting
16 |
 Notes Notes on non-GAAP financial measures 1. In addition to analyzing the Firm’s results on a reported basis, management reviews Firmwide results on a “managed” basis; these Firmwide managed basis results are non-GAAP financial measures. The Firm also reviews the results of the lines of business on a managed basis. The Firm’s definition of managed basis starts, in each case, with the reported U.S.
GAAP results and includes certain reclassifications to present total net revenue for the Firm (and each of the reportable business segments) on a fully taxable-equivalent basis. Accordingly, revenue from investments that
receive tax credits and tax-exempt securities is presented in the managed results on a basis comparable to taxable investments and securities. These non-GAAP financial measures allow management to assess the comparability of
revenue year-to-year arising from both taxable and tax-exempt sources. The corresponding income tax impact related to tax-exempt items is recorded within income tax expense. These adjustments have no impact on net
income as reported by the Firm as a whole or by the lines of business. For
a reconciliation of the Firm’s results from a reported to managed basis, see page 57 of the 2018 Form 10-K. 2. TCE, ROTCE and TBVPS are each non-GAAP financial measures. TCE represents the Firm’s common stockholders’ equity (i.e., total
stockholders’ equity less preferred stock) less goodwill and identifiable intangible assets (other than mortgage servicing rights), net of related deferred tax liabilities. ROTCE measures the Firm’s net income applicable to common
equity as a percentage of average TCE. TBVPS represents the Firm’s TCE at period-end divided by common shares at period-end. TCE, ROTCE and TBVPS are utilized by the Firm, as well as investors and analysts, in
assessing the Firm’s use of equity. The following tables provide reconciliations and calculations of these measures for the periods presented. Non-GAAP reconciliations (a) Represents deferred tax liabilities related to tax-deductible goodwill and to identifiable intangibles created
in nontaxable transactions, which are netted against goodwill and other intangibles
when calculating TCE.
(b) Represents net income applicable to common equity / average common stockholders’ equity.
Notes on key performance measures
1. The Basel III common equity Tier 1 (“CET1”) ratio (which was fully phased-in effective January 1, 2019) is considered a key
regulatory capital measure. This measure is used by management, bank regulators, investors and analysts to assess and monitor the Firm’s capital position. For additional information on these measures, see Capital Risk Management on
pages 85-94 of the 2018 Form 10-K. 2.
Core loans represent loans considered central to the Firm’s ongoing businesses; and
exclude loans classified as trading assets, runoff portfolios, discontinued portfolios and portfolios the Firm has an intent to exit. Core loans is a measure utilized by the Firm and its investors and analysts in assessing actual growth in the loan portfolio.
3. On December 22, 2017, the TCJA was signed into law. The Firm’s results for the year ended December 31, 2017, included a $2.4 billion decrease
to net income, as a result of the enactment of the TCJA, as well as a legal
benefit of $406 million (after-tax) related to a settlement with the FDIC
receivership for Washington Mutual and with Deutsche Bank as trustee to certain Washington Mutual trusts. Adjusted ROTCE and adjusted earnings per share, which exclude the impact of these significant items, are each non-GAAP financial measures. Management believes these measures help
investors understand the effect of these items on reported results. (c)
Represents net income applicable to common equity / average
TCE. (d)
Represents common stockholders’ equity at period-end / common shares at
period-end. (e)
Represents TCE at period-end / common shares at period-end.
17 |
 Footnotes Additional information regarding slide 3: “We demonstrated strong financial performance in 2018”
1. ROTCE and TBVPS are each non-GAAP financial measures; for a reconciliation and further explanation, see footnote 2 on slide 17.
2. Reflects common dividends and common stock repurchases, net of common stock issued to employees.
3. TSR shows the actual return of the stock price, with dividends reinvested. Additional information regarding slide 4: “The Firm has demonstrated sustained, strong financial performance”
1. ROTCE and TBVPS are each non-GAAP financial measures; for a reconciliation and further explanation, see footnote 2 on slide 17.
2. Excluding 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 ROTCE would have been 13% and adjusted EPS would have been $6.87. Adjusted ROTCE and adjusted EPS are each non-GAAP financial measures; for further explanation, see footnote 3 on slide
17. Additional
information regarding slide 7: “Proposal #1: Election of Directors” 1. Director 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) and Mr. Jackson (1993–2004); First Chicago Corp.: Mr. Crown (1991–1996); and J.P. Morgan & Co. Incorporated: Mr. Raymond (1987–2000).
2. Principal standing committee. 3. Retired from JPMorgan Chase & Co. in 2005. Additional information regarding slide 10: “Proposal #2: Advisory resolution to approve executive compensation (cont’d)” 1. ROTCE is a non-GAAP financial measure; for a reconciliation and further explanation, see footnote 2 on slide 17.
2. Reflects common dividends and common stock repurchases, net of common stock issued to employees.
3. For external recognition sources for CIB and AWM, refer to pages 59-60 of the 2019 Proxy Statement. CCB recognition is from J.D. Power’s 2018 National Banking Study; CB recognition is from S&P Global Market Intelligence as of December 31, 2018. 4. Total 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. For additional information on Mr. Pinto’s pay mix, see footnote 1 on
page 52 of the 2019 Proxy Statement. 5.
See page 63 of the 2019 Proxy Statement for more details on clawbacks.
18 |
 Forward-looking statements
These Proxy Supplemental Materials contain 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, 2018.
JPMorgan Chase does not undertake to update the forward-looking
statements included in these Proxy Supplemental Materials to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made. This document is only a summary of certain information in JPMorgan Chase & Co.’s 2019 Proxy Statement, and shareholders should
read the Proxy Statement in its entirety before voting their
shares. 19 |