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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )
Filed by the RegistrantFiled by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
JPMORGAN CHASE & CO.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


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JPMorgan Chase & Co.
383 Madison Avenue
New York, New York 10179-0001
April 4, 2023
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 16, 2023 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 4, 2023
Dear fellow shareholders:
In connection with the 2023 Annual Meeting, we want to share with you some of the highlights of the work of the Board. The Firm continued to demonstrate strong financial performance in 2022, building upon its momentum from prior years. We gained market share, maintained strong expense discipline while continuing to invest in our businesses, continued to achieve high customer satisfaction scores and continued to fortify our fortress balance sheet. The Firm achieved a 5th consecutive year of record managed revenue of $132.3 billion, as well as strong net income and ROTCE of $37.7 billion and 18% respectively, which has consistently been among the highest returns of our peers.
That said, our clients and customers, employees and communities continue to face headwinds coming from geopolitical tensions including the war in Ukraine, the vulnerable state of energy and food supplies, persistent inflation that is eroding purchasing power and has pushed interest rates higher, and unprecedented quantitative tightening. We have also seen a small number of bank failures and instability in pockets of our industry. While we are committed to doing our part in times of stress, we strongly believe that America’s financial system is among the best in the world, and America’s banks – large, midsize and community banks – do an extraordinary job serving the banking needs of their unique customers and communities. And the global banking system has strong credit, plenty of liquidity, and capital. Nonetheless, we remain vigilant and are prepared for whatever happens so we can work with our customers, clients and communities around the world across a broad range of economic environments, while remaining true to our fundamental business principles and commitment to building long-term value for our shareholders.
The Board is focused on the many factors that contribute to long-term strong performance, including continued investment in products, technology and people. Highlights of our work in the past year include:
Executive succession planning
One of the Board’s top priorities is to plan for an orderly CEO transition in the medium term. As discussed in more detail in this proxy statement, the Board has developed, and will continue to develop, several Operating Committee members who are well-known to shareholders as strong potential CEO candidates. In addition, the Board is fortunate to have Mr. Pinto as a key executive who is immediately ready to step into the role of sole CEO, should the need arise in the near-term. Mr. Pinto’s exceptional leadership capabilities are well known
to our shareholders and he has previously served as co-CEO of the Firm during Jamie’s unplanned absence in 2020 due to a medical emergency.
The Board also recognizes that long-term strong performance depends on a broader winning team. We are fortunate to have a highly talented and deeply committed senior leadership team and a deep bench of potential leaders who can execute the Firm’s strategy and enhance our strong culture. We encourage you to read the letters from several of these leaders, which are included with our Annual Report.
Executive compensation and shareholder engagement
To attract and retain top and diverse talent, we take a fair and well-governed, long-term approach to compensation, including pay-for-performance practices that are responsive to and aligned with shareholders and encourage a culture that supports our Business Principles and strategic framework.
We also have a demonstrable history of being responsive to shareholder feedback, so we’ve been very focused on the level of support the Firm received for last year’s Say on Pay proposal. In response, we expanded our shareholder outreach and engagement. Generally, while shareholders were deeply supportive of management, the Firm’s strategy and its long-term performance, they were also direct in their feedback about the one-time special awards granted in 2021. We have committed to not granting any future special awards to Jamie or Mr. Pinto. The full details of the resulting actions we have taken can be found in the Compensation Discussion and Analysis in this proxy statement.
Strategic oversight
Through our oversight of the strategic planning process, the Board holds management accountable to navigate change and drive innovation while maintaining a strong risk and control environment. We are particularly focused on keeping pace with investments in our business offerings and technology, including digital, cloud, AI and modernization. We constantly evaluate the competitive landscape, working to ensure we are offering best-in-class products and services to our customers and communities. We are also being deliberate and thoughtful about investment opportunities as well as opportunities to attract, support and retain a diverse team of outstanding top talent across the Firm.


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Board refreshment
We are committed to maintaining a vital Board in the future. We were pleased to welcome two new directors to our Board this year: Alex Gorsky, Retired Chairman and CEO of Johnson & Johnson, and Alicia Boler Davis, CEO of Alto Pharmacy, LLC. They each bring extensive experience in managing large, complex organizations, technology and international business to the Board’s deliberations, and we look forward to the contributions they will make. Through our ongoing recruitment process, we continue to identify a
robust pipeline of potential candidates who will reflect the right mix of experience, skills and diversity to provide independent oversight for the future.
As we look to the future, we are optimistic and look forward to continuing to deliver value to our customers, shareholders and stakeholders. On behalf of the entire Board, we are grateful for your investment and your support.

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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 2023 Annual Meeting of Shareholders and Proxy Statement
DATE
Tuesday, May 16, 2023
TIME
10:00 a.m. Eastern Time
ACCESS
The 2023 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/JPM2023.
We encourage you to submit your proxy prior to the annual meeting.
RECORD DATE
March 17, 2023
MATTERS TO BE
Election of Directors
VOTED ON
Advisory resolution to approve executive compensation
Advisory vote on frequency resolution to approve executive compensation
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023
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 4, 2023
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 4, 2023, we sent to shareholders of record at the close of business on March 17, 2023, a Notice of Internet Availability of Proxy Materials (“Notice”), which includes instructions on how to access our 2023 Proxy Statement and 2022 Annual Report online, and how to vote online for the 2023 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/JPM2023, 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 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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RECOMMENDATIONS                                                                 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g6.jpg
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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. All forward-looking statements are, by their nature, subject to risks and uncertainties, many of which are beyond the Firm’s control. JPMorgan Chase’s actual future results may differ materially from those set forth in its 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, 2022 ("2022 Form 10-K"). Any forward-looking statements made by or on behalf of the Firm speak only as of the date they are made, and 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 reports, documents or 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
2023 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 115.
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 4, 2023.
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 proposals 2 and 4; and select "1 Year" on Proposal 3 (for more information see page referenced):
1.
2.
3.
4.
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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.
6.
7.
8.
9.
10.
11.
12.

2023 PROXY STATEMENT
1
JPMORGAN CHASE & CO.

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PROXY SUMMARY
The Firm demonstrated strong financial performance in 2022
The Firm continued to build upon its strong momentum from prior years amid challenging market conditions, reflecting the diversity and durability of our products and services, as well as long-term strategic investments made in our businesses. In 2022, the Firm reported revenue of $128.7 billion and managed revenue1,2 of $132.3 billion, which was a record for the 5th consecutive year, reported pre-tax income of $46.2 billion and managed pre-tax income1,2 of $49.7 billion and net income of $37.7 billion, or $12.09 per share, with ROE ("Return on Equity") of 14% and ROTCE2 ("Return on Tangible Common Equity") of 18%, while returning $13.2 billion of capital to shareholders (including common dividends and net share repurchases). We gained market share in our businesses, demonstrated strong expense discipline while continuing to invest into our businesses, continued to achieve high customer satisfaction scores, and maintained a fortress balance sheet.
JPMORGAN CHASE & CO.
REVENUEPRE-TAX INCOMENET INCOMEROE
ROTCE2
$128.7B
$132.3B
$46.2B
$49.7B
$53.3B
$37.7B
14%
18%
REPORTED
MANAGED1,2
REPORTED
MANAGED1,2
EXCLUDING LOAN LOSS RESERVES ("EX. LLR")1,2
EARNINGS PER SHARE ("EPS")BOOK VALUE PER SHARE ("BVPS")
TANGIBLE BOOK VALUE PER SHARE2 ("TBVPS")
MARKET CAPITALIZATION
NET CAPITAL DISTRIBUTIONS3
$12.09
$90.29
$73.12
$393.5B
$13.2B
CONSUMER &
COMMUNITY BANKING
CORPORATE &
INVESTMENT BANK
COMMERCIAL
BANKING
ASSET & WEALTH
MANAGEMENT
REVENUE1
PRE-TAX INCOME ex. LLR1,2
REVENUE1
PRE-TAX INCOME1,2
REVENUE1
PRE-TAX INCOME ex. LLR1,2
REVENUE1
PRE-TAX INCOME1,2
$55.0B
$20.9B
$47.9B
$19.7B
$11.5B
$6.7B
$17.7B
$5.8B
NET INCOMEROENET INCOMEROENET INCOMEROENET INCOMEROE
$14.9B
29%
$15.0B
14%
$4.2B
16%
$4.4B
25%
#1 market share in U.S. retail deposits4
#1 market share in Card, based on U.S. sales and outstandings
#1 primary bank for U.S. small businesses
#1 digital banking platform4
#1 in Investment Banking ("IB") fees for 14 consecutive years, with 8.0% wallet share5
#1 in Markets revenue5
#1 in USD payments volume
#2 custodian globally as measured by assets under custody of $28.6 trillion
Record revenues overall and in Middle Market Banking & Specialized Industries ("MMBSI") of $5.1 billion, Corporate Client Banking & Specialized Industries ("CCBSI") of $3.9 billion and Commercial Real Estate ("CRE") of $2.5 billion
Record average loans of $223.7 billion (up 9%)
Strong credit performance with a net charge-off ratio of 4bps
Pre-tax margin of 33%
Long-term assets under management ("AUM") flows of $47 billion, maintaining top 3 rank in Client Asset Flows
Record average deposits of $261.5 billion (up 14%); record average loans of $215.6 billion (up 9%)
EXCEPTIONAL CLIENT FRANCHISESUNWAVERING PRINCIPLES
LONG-TERM SHAREHOLDER VALUESUSTAINABLE BUSINESS PRACTICES
1The Firm reviews the results of the Firm and the lines of business on a managed basis. Refer to Note 2 on page 113 for a definition of managed basis.
2Managed Revenue, Managed Pre-tax Income, Pre-Tax Income (ex. LLR), ROTCE and TBVPS are each non-GAAP financial measures; refer to Notes 1 and 2 on page 113 for a further discussion of these measures.
3Reflects common dividends and common stock repurchases, net of common stock issues to employees.
4Refer to Notes 2 and 3 on page 64.
5Refer to Notes 2 and 3 on page 62.
JPMORGAN CHASE & CO.
2
2023 PROXY STATEMENT

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PROXY SUMMARY
We are committed to strong corporate governance practices
Board composition reflects the right mix of experience, refreshment, skills and diversity to provide independent oversight
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, executive experience and skills.
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 Chair is combined with that of the CEO
The Board reviews its leadership structure annually as part of its self-assessment process
Lead Independent Director's responsibilities demonstrate the Board's commitment to empowering the Lead Independent Director to serve as an effective counterbalance to the CEO. Lead Independent Director's responsibilities include:
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has the authority to call for a Board meeting or a meeting of independent directors
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presides at Board meetings in the Chair’s absence or when otherwise appropriate
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approves agendas and adds agenda items for Board meetings and meetings of independent directors
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acts as liaison between independent directors and the Chair/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 Chair/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 CEO compensation
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meets one-on-one with the Chair/CEO following executive sessions of independent directors
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guides the Board in its consideration of CEO succession
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guides the Board in its annual self-assessment
Our Board provides independent oversight of the Firm’s business and affairs
Sets the cultural “tone at the top”
Oversees the business and affairs of the Firm based on sound governance practices and effective leadership structure
Reviews and approves the Firm’s strategic plan, and oversees strategic objectives including environmental, social and governance (“ESG”)-related matters
Oversees the Firm’s financial performance and condition
Oversees the Firm's risk management and internal control frameworks
Evaluates the CEO’s performance and compensation and is focused on succession plans for the CEO; oversees talent management for other senior executives
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 ESG-related matters
Since the beginning of 20221, our shareholder engagement initiatives included:
Shareholder Engagement: We solicited feedback through 172 engagements with 118 shareholders, which represented approximately 49% of the Firm's outstanding common stock, in addition to other key stakeholder listening and learning sessions. We utilized these engagement sessions to focus on executive compensation. Our engagement with shareholders also covered Board and management succession planning, climate strategy and other ESG-related matters, in addition to a variety of discussions on the Firm's strategy and its financial and operating performance.
Meetings/Conferences: Senior management hosted approximately 14 investor meetings, and presented at approximately 14 investor conferences
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
1 For the period January 19, 2022 to March 9, 2023

2023 PROXY STATEMENT
3
JPMORGAN CHASE & CO.

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PROXY SUMMARY
2022 ESG Highlights
We are committed to maintaining a safe, productive, diverse, inclusive, professional, collegial and secure work environment in which all individuals are treated with respect and dignity. A diversity of colleagues means diverse ideas and a more inclusive work experience. It also means that we strive to have our workforce reflect the diverse set of customers we serve and helps us to address — and respond to — a wide variety of needs and opportunities in the marketplace.
The Firm continued to enhance existing programs and launch new efforts to demonstrate our commitment to shareholders, employees, clients, customers and stakeholders. These efforts are important components of our ESG strategy.
Advancing racial equity
In October 2020, JPMC announced its $30 billion Racial Equity Commitment (“REC”) to help close the racial wealth gap among Black, Hispanic and Latino communities.
By the end of 2022 as part of the REC, we are reporting nearly $29 billion of progress toward our original $30 billion goal including the following:
Through our Affordable Housing Preservation Program we approved funding of approximately $18 billion to incentivize the preservation of nearly 170,000 designated affordable housing rental units across the United States
Financed approximately $4 billion for the construction and rehabilitation of affordable rental housing
Committed an incremental $1 billion in Low Income Housing Tax Credit investments
Assisted Black, Hispanic and Latino homeowners at all household income levels in refinancing their mortgages with an incremental 14,000 home loans worth $3 billion and expanded our $5,000 Homebuyer Grant program
Helped customers open more than 400,000 low-cost checking accounts with no overdraft fees; opened 13 additional Community Center branches, often in areas with larger Black, Hispanic and Latino populations; and hired over 140 Community Managers
In 2022, to reinforce the Firm’s commitment to transparency, we retained an independent accountant to perform an independent attestation examination of our reported progress towards the REC. The decision to retain an independent accountant was made following engagement with shareholders and was informed through the Firm’s ongoing engagement with external civil rights and economic justice advisors. The Public Responsibility Committee of the JPMC Board of Directors provided oversight of the attestation engagement. The attestation examination was performed in accordance with the standards established by the American Institute of Certified Public Accountants. The independent accountant's report is included in the Racial Equity Commitment Audit Report, available on our website. The independent accountant's report includes an unqualified opinion that management’s assertion regarding progress in disbursed and/or committed dollars and progress in units toward the Firm's REC is fairly stated in all material respects.
Advancing climate solutions
JPMC continues to work to help our clients navigate the challenges and realize the economic opportunities of the transition to a low-carbon economy. We believe helping our clients finance and accelerate their transition objectives creates positive environmental benefits while generating long-term financial return for our shareholders.
We published the Firm’s 2022 Climate Report, informed by recommendations of the Task Force on Climate-related Financial Disclosures, which outlines the measures we are taking to address the climate challenge across our business. The report provides updates on how we are measuring and making progress towards previously established emission intensity reduction targets for the Oil & Gas, Electric Power and Automotive Manufacturing sectors and announces 2030 emissions intensity reduction targets for three new sectors – Iron & Steel, Cement and Aviation.
We launched our Carbon Assessment Framework (“CAF”) to bring a climate lens to the way we make financing decisions in the sectors covered by our climate targets. We created the CAF process to assess clients on their carbon performance as one consideration as part of our decision-making for new transactions within in-scope sectors and have set up governance frameworks to monitor and guide our progress. By considering CAF as one element of our transaction-level decision-making for in-scope clients, we are able to assess how an in-scope transaction may affect progress toward our portfolio-level targets.
We also reported on progress towards the target we set in 2021 to finance and facilitate more than $2.5 trillion over 10 years to advance long-term solutions that address climate change and contribute to sustainable development. As part of this target, we aim to finance and facilitate $1 trillion to support climate action and other green initiatives. In 2022, our Firm financed and facilitated $70 billion in support of the $1 trillion green objective. Collectively, through 2022, we have financed and facilitated $482 billion toward our Sustainable Development Target, including $176 billion toward our $1 trillion green target. This encompassed a range of activities, including underwriting of green bonds, lending to support construction of sustainable infrastructure and raising capital for innovative clean technology, renewable energy and sustainable transportation companies.
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PROXY SUMMARY
Proposal 1: Election of Directors – page 9
The Board of Directors has nominated the 12 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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Stephen B. Burke
Lead Independent Director
Director since 2004
64Retired Chairman and Chief Executive Officer of NBCUniversal, LLC1
Compensation & Management
Development (Chair);
Corporate Governance & Nominating
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Linda B. Bammann
Director since 2013
67
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.3
0
Risk (Chair);
Compensation & Management Development
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Todd A. Combs
Director since 2016
52President and Chief Executive Officer of GEICO and Investment Officer at Berkshire Hathaway Inc.0
Corporate Governance &
Nominating (Chair);
Compensation & Management Development
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James S. Crown
Director since 2004
69Chairman and Chief Executive Officer of Henry Crown and Company1
Public Responsibility (Chair);
Risk
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Alicia Boler Davis
Director since 2023
54Chief Executive Officer of Alto Pharmacy, LLC0
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James Dimon
Director since 2004
67Chairman and Chief Executive Officer of JPMorgan Chase & Co.0
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Timothy P. Flynn
Director since 2012
66Retired Chairman and Chief Executive Officer of KPMG International2Audit (Chair)
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Alex Gorsky
Director since 2022
62Retired Chairman and Chief Executive Officer of Johnson & Johnson2Risk
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Mellody Hobson
Director since 2018
54Co-Chief Executive Officer and President of Ariel Investments, LLC1Public Responsibility;
Risk
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Michael A. Neal
Director since 2014
70Retired 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
65Chairman and Chief Executive Officer of General Dynamics Corporation1Audit
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Virginia M. Rometty
Director since 2020
65Retired Executive Chairman, President and Chief Executive Officer of International Business Machines Corporation ("IBM")0
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”).
2022 shareholder engagement and enhancements made to our executive compensation program
As a result of the low Say on Pay support we received in 2022, we obtained specific feedback from shareholders regarding executive compensation-related matters. A comprehensive summary of this feedback was reviewed by the Compensation & Management Development Committee ("CMDC"), which made several commitments and enhancements to our disclosures that are responsive to the key areas of the feedback we received, as summarized in the chart below.
What We HeardOur Response
Shareholder Feedback Themes: One-Time Special Awards granted in 2021 and Annual Performance Assessment
Most shareholders disfavor one-time special awards and requested a commitment of no more special grants to the current CEO
One-time special awards are not a common practice and the CMDC commits to shareholders that future special awards will not be granted to Mr. Dimon1
In addition, no one-time special awards are currently under consideration for the Firm's other NEOs
Most shareholders felt the one-time special awards lacked direct performance conditions that would have mitigated their concerns
The CMDC commits that if a future one-off special grant is considered for other NEOs under appropriate and rare circumstances, it will include direct performance conditions; e.g., such as those that currently exist in our annual Performance Share Unit ("PSU") awards
Some shareholders wanted to better understand how the CMDC assesses Operating Committee ("OC") member performance
We enhanced our disclosure to explain how the CMDC assesses OC member performance, by applying:
A ~50% weighting to its consideration of business results, "the what"; and
A ~50% weighting to its consideration of qualitative factors, "the how";
With unlimited downward discretion for significant shortcomings (see page 41)
Some shareholders requested some limitations, guardrails and disclosure on the CMDC's discretion in determining cash incentives
New for 2022 and going forward, the CMDC introduced a policy that caps Mr. Dimon's annual cash incentive award at 25% of his total compensation1
Under the new cash award policy, the maximum allowed in 2022 was $8.6 million for Mr. Dimon
The CMDC used its discretion to not grant the maximum cash award to Mr. Dimon in 2022, limiting it to $5 million1, resulting in 85% of his incentive compensation being awarded in at-risk PSUs, the highest among his peers (see page 42)
1The same applies for Mr. Pinto. For 2022 and going forward, the CMDC determined to align Mr. Pinto's compensation structure with that of Mr. Dimon.
Additional 2022 Disclosure Enhancements
In response to questions from some shareholders, we enhanced our disclosure to clarify that we do not have separate short-term and long-term incentive plans. For each OC member, the sequence of the CMDC's process is as follows:
First assess performance, then determine total compensation based on that performance
Then establish the appropriate pay mix of total compensation
Since salary has already been paid pre-grant, establish the appropriate variable pay mix of cash and long-term equity
Then grant cash and equity awards, including Restricted Stock Units ("RSUs") and at-risk PSUs (see page 42)
To provide additional clarity on how the CMDC considers the amount of the CEO's annual pay relative to peers, we substantially enhanced our disclosure to demonstrate that:
The CMDC strongly emphasizes assessing sustained performance over the long-term; and
Our CEO's pay is in line with or below that of our peers, despite our larger size, scale, complexity, global reach and consistently stronger earnings (see pages 43 and 44)
We explained how governance, environmental, social and human capital factors are aligned with the CMDC's balanced and holistic framework for assessing OC members' performance (see page 47)
We provided further detail about how the CMDC reviews and sets ROTCE thresholds each year for that year's PSU award so that they are appropriately rigorous and aligned with long-term shareholder returns
We also provided empirical disclosures of the Firm's strong long-term ROTCE outperformance as compared to peers to demonstrate the results of management's focus on ROTCE as a comprehensive measure of financial performance under their influence, as well as its strong correlation with Total Shareholder Return ("TSR") (see page 51)
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PROXY SUMMARY
In addition to the enhancements discussed on the prior page, 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 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. The CMDC also considers shareholder feedback and has responded to the feedback by making changes to how we pay and by enhancing our disclosures.
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 2022
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 85% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk PSUs for both our CEO and our President & COO. 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 holistic approach to determine annual compensation, which includes a disciplined assessment of performance against the aforementioned four broad dimensions over a sustained period of time.
The table below summarizes the salary and incentive compensation awarded to our NEOs for 2022 performance.
Incentive Compensation
Name and principal positionSalaryCashRestricted
stock units
Performance
share units
Total
James Dimon
Chairman and CEO
$1,500,000 $5,000,000 $— $28,000,000 $34,500,000 
Daniel Pinto
President & Chief Operating Officer;
CEO Corporate & Investment Bank
1,500,000 5,000,000 — 22,000,000 28,500,000 
Mary Callahan Erdoes
CEO Asset & Wealth Management
750,000 9,900,000 7,425,000 7,425,000 25,500,000 
Marianne Lake
Co-CEO Consumer & Community Banking
750,000 6,700,000 5,025,000 5,025,000 17,500,000 
Jennifer Piepszak
Co-CEO Consumer & Community Banking
750,000 6,700,000 5,025,000 5,025,000 17,500,000 
Jeremy Barnum
Chief Financial Officer
750,000 4,500,000 3,375,000 3,375,000 12,000,000 











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PROXY SUMMARY
Proposal 3: Advisory vote on frequency of advisory resolution to approve executive compensation – page 81
We are submitting an advisory vote on the frequency of advisory resolution to approve executive compensation. We currently include an advisory vote on executive compensation on an annual basis. Shareholders may indicate whether they would prefer an advisory vote every one, two, or three years, or whether they wish to abstain.
Proposal 4: Ratification of independent registered public accounting firm – page 82
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, 2023. A resolution is being presented to our shareholders requesting ratification of PwC’s appointment.
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Corporate Governance






Proposal 1: Election of directors
Our Board of Directors has nominated 12 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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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Key factors for shareholder consideration
1
Director nominees, Director independence & recruitment
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
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Pages
11-21
2Board governance
Lead Independent Director facilitates independent oversight of management
Board conducts an annual self-assessment and review of its leadership structure
Board carries out a significant portion of its oversight responsibilities through its principal standing committees, allowing more in-depth attention devoted to overseeing key issues. Each of these committees consists solely of independent members of the Board
Pages
22-27
3Board oversight of the business and affairs of the Firm
Board sets the cultural “tone at the top”
Board actively oversees the business and affairs of the Firm based on sound governance practices and effective leadership structure
Board reviews and approves the Firm's annual strategic plan, and oversees strategic objectives including ESG-related matters
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, reviews succession plans for the CEO and oversees talent management for other senior executives
Pages
28-29
4Board engagement with the Firm’s stakeholders
Since the beginning of 20221, we reached out to 128 of our shareholders representing approximately 52% of the Firm’s outstanding common stock. We solicited feedback through 172 engagements with 118 shareholders, which represented approximately 49% of the Firm’s outstanding common stock2, in addition to other key stakeholder listening and learning sessions. We utilized these engagement sessions to focus on executive compensation. Our engagements with shareholders also covered Board and management succession planning, climate strategy and other ESG-related matters, in addition to a variety of discussions on the Firm’s strategy and its financial and operating performance. Our Lead Independent Director also participated in a number of these discussions with our large shareholders. We also conducted engagement sessions with leading proxy advisory firms in which our Lead Independent Director participated.
Pages30-31
1For the period January 19, 2022 to March 9, 2023
2Based on Nasdaq IRI data and representing ownership of common shares outstanding as of 09/30/2022
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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
1. Director nominees
Our directors
The Board is responsible for overseeing management and promoting sound corporate governance on behalf of shareholders. 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 expertise 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, as well as 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 frameworks, and management’s execution of its responsibilities.
In the biographical information about our director nominees that follows, the ages indicated are as of May 16, 2023, and the other information is as of the date of this proxy statement. The information in the Board Diversity and Experience Matrix was provided by the nominees. The race and ethnicity information is based on U.S. Equal Employment Opportunity race/ethnicity categories. There are no family relationships among the director nominees or between any director nominee 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. Each nominee has agreed to be named in this proxy statement and, if elected, to serve a one-year term expiring at our 2024 annual meeting.
Directors are expected to attend our annual shareholder meetings. All 10 directors serving on our Board at the time of the 2022 annual meeting attended the meeting.
ATTRIBUTES AND SKILLS OF THE NOMINEES
When selecting and recruiting candidates, the Board considers a wide range of attributes, executive experience and skills. The following are brief summaries of complex and dynamic skills and experience found among our Board members.
All of our nominees possess: independent perspective, integrity, judgment, strong work ethic, strength of conviction, collaborative approach to engagement, inquisitiveness 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
Financial Services
Experience in or with the financial services industry, including investment banking, global financial markets or consumer products and services is important 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 to effectively oversee the Firm as it serves customers and clients across the globe
Leadership of a Large, Complex Organization
Executive experience managing business operations and strategic planning is important to effectively oversee the Firm’s complex worldwide operations
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
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
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
Experience with regulated businesses, regulatory requirements and relationships with global regulators is important because the Firm operates in a heavily regulated industry
Risk Management and Controls
Skills and experience in assessment and management of business and financial risk factors is important to effectively oversee risk management and understand the most significant risks facing the Firm
ESG Matters
Experience with ESG-related matters is important to provide effective oversight of efforts to assess and manage potential risks and opportunities in relation to ESG-related matters that may impact the business, employees, customers and stakeholders, as well as shareholders

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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
BOARD DIVERSITY AND EXPERIENCE MATRIX
12 Director Nominees:
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Experience and Skills
Finance and Accounting
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Financial Services
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International Business Operations
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Leadership of a Large,
Complex Organization
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
Management Development, Succession Planning and Compensation
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
Public Company Governance
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
Technology
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
Regulated Industries
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
Risk Management and Controls
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
ESG Matters
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
Background
Gender
Male
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
Female
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
Non-binary
Race/Ethnicity
American Indian or Alaska Native
Asian
Black or African American
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Hispanic or Latino
Native Hawaiian or other Pacific Islander
White
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 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g39.jpg 
Two or more races or ethnicities
LGBTQ+
Heterosexual
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LGBTQ+
Military Status
Reservist and/or National Guard
Veteran/Prior Military Service
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Age/Tenure
Age646752695467666254706565
Years on the Board19107191191115933
JPMORGAN CHASE & CO.
12
2023 PROXY STATEMENT

Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g26.jpg 
Board governance
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Board oversight
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g26.jpg 
Board engagement
https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g40.jpg
Age: 64
Director since: 2004
Committees:
Compensation & Management Development Committee (Chair)
Corporate Governance & Nominating Committee
Stephen B. Burke
Lead Independent Director since 2021
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 has served as the Lead Independent Director since 2021. More information regarding the duties and responsibilities of the Lead Independent Director can be found on page 23.
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)
Other Experience
Chairman, Children's Hospital of Philadelphia
Education
Graduate of Colgate University
M.B.A., Harvard Business School
https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g41.jpg
Age: 67
Director since: 2013
Committees:
Risk Committee (Chair)
Compensation & Management Development Committee
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 matters.
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, Bank 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
Senior Advisor, Brydon
Education
Graduate of Stanford University
M.A., Public Policy, University of Michigan

2023 PROXY STATEMENT
13
JPMORGAN CHASE & CO.

Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director nominees
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g26.jpg 
Board governance
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Board oversight
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Board engagement
https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g42.jpg
Age: 52
Director since: 2016
Committees:
Corporate Governance & Nominating Committee (Chair)
Compensation & Management Development Committee
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 Chief Executive Officer, GEICO (since 2020)
Investment Officer (since 2010)
Castle Point Capital Management
Chief Executive Officer and Managing Member (2005–2010)
Other Public Company Directorships Within the Past Five Years
None
Other Experience
Board Member, Precision Castparts Corp.
Board Member, Duracell Inc.
Board Member, Charter Brokerage LLC
Education
Graduate of Florida State University
M.B.A., Columbia Business School
https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g43.jpg
Age: 69
Director since: 2004
Committees:
Public Responsibility Committee (Chair)
Risk Committee
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, executive compensation matters and ESG-related 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 Corporation (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
JPMORGAN CHASE & CO.
14
2023 PROXY STATEMENT

Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g26.jpg 
Board governance
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g26.jpg 
Board oversight
 https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g26.jpg 
Board engagement
https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g17.jpg
Age: 54
Director since: 2023
Committees: Not yet assigned
Alicia Boler Davis
Chief Executive Officer of Alto Pharmacy, LLC
Ms. Davis' leadership roles at Alto Pharmacy, Amazon and General Motors have provided her with deep expertise in technology and international business and customer service operations.
Career Highlights
Alto Pharmacy, LLC, a digital pharmacy
Chief Executive Officer (since 2022)
Amazon.com, Inc., a global e-commerce company
Senior Vice President, Global Customer Fulfillment (2021-2022)
Senior Team Member (2020-2022)
Vice President, Global Customer Fulfillment (2019-2021)
The General Motors Company, multinational automotive manufacturing company
Executive Vice President, Global Manufacturing and Labor Relations (2016-2019)
Other Public Company Directorships Within the Past Five Years
General Mills, Inc. (2016 - 2019)
Other Experience
Trustee, Northwestern University
Former Board Member, Beaumont Health Systems
Former Board Member, CARE House of Oakland County
Education
Graduate of Northwestern University
Master of Science and Honorary Doctor of Engineering, Rensselaer Polytechnic Institute
M.B.A., Indiana University
https://cdn.kscope.io/c45d356816b73ebb9c3bb7b8ddf6be64-jpm-20230403_g44.jpg
Age: 67
Director since: 2004 and Chairman of the Board since 2006
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

2023 PROXY STATEMENT
15
JPMORGAN CHASE & CO.

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
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Age: 66
Director since: 2012
Committees:
Audit Committee (Chair)
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
UnitedHealth Group Inc. (since 2017)
Wal-Mart Stores, Inc. (since 2012)
Alcoa Corporation (2016–2021)
Other Experience
Chair of Board of Directors, J.P. Morgan Securities plc
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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Age: 62
Director since: 2022
Committees:
Risk Committee
Alex Gorsky
Retired Chairman and Chief Executive Officer of Johnson & Johnson
Mr. Gorsky's leadership positions at Johnson & Johnson and on public company boards have provided him with extensive expertise in international business operations, technology and regulated industries.
Career Highlights
Johnson & Johnson, a global healthcare company
Executive Chairman (2022)
Chairman, Chief Executive Officer, Chairman of the Executive Committee (2012-2021)
Worldwide Chairman of the Surgical Care Group and member of the Executive Committee (2009)
Worldwide Chairman of the Medical Devices and Diagnostics Group (2009)
Company Group Chairman for Ehticon (2008-2009)
Company Group Chairman, Johnson & Johnson pharmaceutical business in Europe, the Middle East and Africa (2003-2004)
President, Janssen Pharmaceutical Inc. (2001-2003)
Novartis Pharmaceuticals Corporation
Head of the pharmaceutical business in North America (2004-2008)
Other Public Company Directorships Within the Past Five Years
Apple Inc. (since 2021)
IBM (since 2014)
Johnson & Johnson (2012-2022)
Other Experience
Trustee, NewYork-Presbyterian Hospital
Board Member, Travis Manion Foundation
Board Member, National Academy Foundation
Board Member, Wharton Board of Overseers
Former Member and Chairman of the Corporate Governance Committee of the Board of Business Roundtable
Education
Graduate of the U.S. Military Academy at West Point
M.B.A., The Wharton School of the University of Pennsylvania
JPMORGAN CHASE & CO.
16
2023 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
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Age: 54
Director since: 2018
Committees:
Public Responsibility Committee
Risk Committee
Mellody Hobson
Co-Chief Executive Officer 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 matters, international business and ESG-related matters.
Career Highlights
Ariel Investments, LLC, a private global asset management firm
Co-Chief Executive Officer (since 2019)
President and Director (since 2000)
Chairman of the Board of Trustees of Ariel Investment Trust, a registered investment company (since 2006)
Other Public Company Directorships Within the Past Five Years
Starbucks Corporation — Chair (since 2021); Vice Chair (2018-2021); member (since 2005)
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: 70
Director since: 2014
Committees:
Audit Committee
Public Responsibility Committee
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, management development and succession planning and ESG-related matters.
Career Highlights
General Electric Company, a global industrial and financial services company
Vice Chairman, General Electric Company (2005–2013)
Chairman and Chief Executive Officer, GE Capital (2007–2013)
Other Public Company Directorships Within the Past Five Years
None
Other Experience
Former Trustee, The GT Foundation of the Georgia Institute of Technology
Education
Graduate of the Georgia Institute of Technology

2023 PROXY STATEMENT
17
JPMORGAN CHASE & CO.

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
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Age: 65
Director since: 2020
Committees:
Audit Committee
Phebe N. Novakovic
Chairman and Chief Executive Officer of General Dynamics Corporation
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 matters.
Career Highlights
General Dynamics Corporation, 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 (2005-2010)
Vice President (2002-2005)
Other Public Company Directorships Within the Past Five Years
General Dynamics Corporation — 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 Hospital
Member, Business Roundtable
Education
Graduate of Smith College
M.B.A., The Wharton School of the University of Pennsylvania
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Age: 65
Director since: 2020
Committees:
Corporate Governance & Nominating Committee
Compensation & Management Development Committee
Virginia M. Rometty
Retired Executive Chairman, President and Chief Executive Officer of 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.
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
Member, Board of Directors, Cargill, a privately held global food company
Member, Mitsubishi UFJ Financial Group Advisory Board
Board and Trustee, Brookings Institution
Member, BDT Capital Advisory Board
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
JPMORGAN CHASE & CO.
18
2023 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 New York Stock Exchange ("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, Combs, Crown, Flynn, Hobson, Neal, Novakovic and/or 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; General Dynamics Corporation, for which Ms. Novakovic is Chairman and Chief Executive Officer, and its subsidiaries; and Louis Dreyfus Company B.V., for which Mrs. Rometty's sibling serves as the Trading Operations Officer and a member of its Executive Group
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 and subsidiaries of private aviation services and professional services related to the Firm’s corporate-owned aircraft; and maintenance services and parts for corporate aircraft provided by General Dynamics subsidiaries
The Board, having reviewed the relevant relationships between the Firm and each director, 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, Alicia Boler Davis, Timothy P. Flynn, Alex Gorsky, Mellody Hobson, Michael A. Neal, Phebe N. Novakovic and Virginia M. Rometty) had only immaterial relationships with JPMorgan Chase and accordingly is independent.
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.

2023 PROXY STATEMENT
19
JPMORGAN CHASE & CO.

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.
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BOARD REVIEWS
ITS NEEDS
CANDIDATE
RECOMMENDATIONS
ASSESSMENT
The Board considers its composition and needs holistically, determining the diversity of experience, background and perspective required to effectively oversee the Firm, including its present and future strategy.
The Governance Committee solicits candidate recommendations from shareholders, directors, and management and, from time to time, has been assisted by a third-party advisor in identifying qualified candidates.
The Governance Committee considers the following in evaluating prospective directors, among other items:
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's contribution to Board diversity
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FULL BOARD CONSIDERATION
CANDIDATE MEETINGS
The Governance Committee puts the candidate forward for consideration by the full Board.
The potential nominee meets with the Governance Committee, Lead Independent Director, Chair of the Board, other members of the Board and senior management, as appropriate.
The Governance Committee is engaged in an ongoing recruitment process designed to build a strong pipeline of prospective directors for the near and long term. This includes candidates who are not available for board membership immediately but may become available in the future, such as candidates whose current professional commitments preclude board service and emerging leaders who require more experience. Often the Board works to develop a relationship with prospective candidates, becoming familiar with their skills and effectiveness, before the candidate is formally considered. The Board looks to recruit those who will contribute individually and it seeks to balance skills, experience, personal attributes and tenure. All candidates recommended to the Governance Committee are evaluated based on the same standards outlined above.
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.
Recent board refreshment
Since our last annual shareholder meeting, the Board elected Alex Gorsky and Alicia Boler Davis to the Board effective July 2022 and March 2023, respectively. The Board used the process described above and took into account the considerations outlined on pages 11-12 and shareholder interest in board refreshment. Mr. Gorsky and Ms. Davis have been among a select group of individuals considered as part of the Governance Committee’s evaluation of prospective Board members in recent years.
Mr. Gorsky was familiar to a number of directors based on his leadership roles at Johnson & Johnson and his membership on the J.P. Morgan International Council. When Mr. Dimon learned of his availability for service on the Board this year, he suggested the Governance Committee consider Mr. Gorsky as a prospective candidate. Members of the Governance Committee met with Mr. Gorsky and reviewed his qualifications, as well as his constructive personal attributes and independence, and recommended his election by the Board.
Ms. Davis was also familiar to a number of directors based on her leadership role at Alto Pharmacy, LLC and her prior experience at Amazon.com, Inc. and General Motors Company. Members of the Governance Committee suggested that she be considered as a prospective candidate. Each member of the Governance Committee met with her, as did Mr. Dimon and other Board members. Upon review of her qualifications, including her expertise in technology and customer service operations, her strong personal attributes and independence, the Governance Committee recommended her election by the Board.
For information on Mr. Gorsky’s and Ms. Davis’ qualifications, see pages 16 and 15, respectively.
JPMORGAN CHASE & CO.
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2023 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.

2023 PROXY STATEMENT
21
JPMORGAN CHASE & CO.

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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Semi-annual Board review of investor feedback
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100% principal standing committee independence
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Ongoing consideration of Board composition and refreshment, including diversity in director succession
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Lead Independent Director with an independent perspective and judgment as well as clearly-defined responsibilities
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Strong director attendance
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Executive sessions of independent directors at each regular Board meeting without the presence of the CEO
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Stock ownership requirements for directors
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Annual Board and committee self-assessment guided by Lead Independent Director and review of progress on key action items throughout the year
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Board oversight of corporate responsibility and ESG-related matters
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No poison pill
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Robust anti-hedging and anti-pledging policies
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Ongoing director education
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Direct Board access to, and regular interaction with, management
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Robust shareholder engagement process, including participation by our Lead Independent Director
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.
Based on consideration of the factors described on page 23, our Board has determined that combining the roles of Chair 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 the Firm's 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 Chair is combined with that of the CEO, the independent directors appoint a Lead Independent Director. Our Lead Independent Director provides a strong counterbalance to the Chair, including by facilitating independent oversight of management, promoting open dialogue among the independent directors during and in between Board meetings, leading executive sessions at each regular Board meeting without the presence of the CEO, and focusing on the Board's priorities and processes.
In March 2023, the independent directors conducted their annual review of the Board’s leadership structure. This review was conducted first by the Governance Committee, which considered the factors on page 23, the Firm’s governance
practices, which include executive sessions of independent directors as part of each regularly scheduled Board meeting and the directors’ frequent and open interactions with senior management, and the effectiveness of the Lead Independent Director role. Following its review, the committee recommended that the Board continue its current leadership structure and that Stephen B. Burke be re-appointed as Lead Independent Director. The independent directors of the Board then conducted their own review, again taking into account the factors on page 23, the committee’s recommendation and Mr. Burke’s strong performance in the Lead Independent Director role over the course of the prior year, and determined to maintain the current leadership structure with Mr. Burke serving as Lead Independent Director.
Last year, as part of the Board's annual review of its leadership structure the Board considered the potential separation of the Chair and CEO positions in the context of succession planning. The Board has adopted a general policy, upon the next CEO transition, that the Chair and CEO positions shall be separate, subject to the Board's determination of the leadership structure that best serves the Firm and its shareholders at that time. This policy is reflected in the Firm's Governance Principles and reinforces the Board's longstanding commitment to independent oversight while also maintaining the Board's ability to fulfill its fiduciary duty to determine the leadership structure that best serves shareholders.
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2023 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
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 2023, considering the following factors:
The respective responsibilities for the positions of Chair and Lead Independent Director (see table below for detailed information)
The people currently in the roles of Chair and Lead Independent Director and their record of strong leadership and performance in their roles
The current composition of the Board
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 Chair and Lead Independent Director
CHAIR
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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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has the authority to call for a Board meeting or a meeting of independent directors
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presides at Board meetings in the Chair’s absence or when otherwise appropriate
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approves agendas and adds agenda items for Board meetings and meetings of independent directors
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acts as liaison between independent directors and the Chair/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 Chair/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 CEO compensation
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meets one-on-one with the Chair/CEO following executive sessions of independent directors
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guides the Board in its consideration of CEO succession
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guides the annual self-assessment of the Board

2023 PROXY STATEMENT
23
JPMORGAN CHASE & CO.

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 and attendance
9
Board Meetings
Communication between
meetings as appropriate
8
Executive sessions of
independent directors
Led by Lead Independent Director
46
Meetings of principal
standing committees
4
Meetings of specific
purpose committees
The Board conducts its business as a whole 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 9 times in 2022. For more information on committees, see below. All directors other than Ms. Hobson attended 100% of the total meetings of the Board and the committees on which he or she served in 2022. Due to family health-related issues, Ms. Hobson attended less than 75% of the total meetings of the Board and the committees on which she served in 2022. The Board has confidence in Ms. Hobson’s commitment to the Board. During the three consecutive years prior to 2022, Ms. Hobson attended 100% of the total meetings of the Board and the committees on which she served.
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 2022 (Timothy P. Flynn, Michael A. Neal and Phebe N. Novakovic) to be an audit committee financial expert in accordance with the definition established by the SEC and NYSE, 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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2023 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
Key oversight responsibilities of the principal standing committees of the Board:
BOARD OF DIRECTORS
     
AuditCMDCRiskPRCGovernance
18 meetings in 2022
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 reasonably designed to:
Safeguard the assets and income of the Firm
Assure integrity of financial statements
Maintain compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations
Internal control framework
Reputational risks and conduct risks within its scope of responsibility
7 meetings in 2022
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
8 meetings in 2022
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
5 meetings in 2022
Oversees:
Community investing and fair lending practices
Political contributions, major lobbying priorities and principal trade association memberships related to public policy
Sustainability
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
8 meetings in 2022
Oversees:
Review of the qualifications of proposed nominees for Board membership
Corporate governance practices applicable to the Firm
The framework for the Board’s self-assessment
Shareholder matters
Board and committee composition
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 will 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 Deferred Prosecution Agreement entered into with the U.S. Department of Justice to resolve the Firm's precious metals and U.S. Treasuries investigations.
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 the Committee appropriately disbanded.
Additional Specific Purpose Committees may be established from time to time in the future to address particular issues.

2023 PROXY STATEMENT
25
JPMORGAN CHASE & CO.

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
Stephen B. Burke2
ChairMemberA
Linda B. BammannMemberChairB
Todd A. CombsMemberChairA
James S. CrownChairMemberB
Alicia Boler Davis
James Dimon
Timothy P. FlynnChair
Alex GorskyMember
Mellody HobsonMemberMemberA
Michael A. NealMemberMemberB
Phebe N. NovakovicMember
Virginia M. RomettyMemberMemberA
1The Board’s Specific Purpose Committees in 2022 were:
A – Markets Compliance Committee
B – Omnibus Committee
2Lead Independent Director
The Board elected Mr. Gorsky and Ms. Davis to the Board effective July 2022 and March 2023, respectively. All other directors of the Firm were elected by shareholders in 2022. 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 Chair of the Board of the Bank; IHC does not have a Chair of the Board.
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2023 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
Board and committee self-assessment
The Board conducts an annual self-assessment aimed at enhancing its effectiveness. Through this practice, including an 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.
Self-assessment framework
The Governance Committee reviews and provides feedback on the annual self-assessment process including specific topics to be addressed.
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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, as well as the Federal Reserve's Supervisory Guidance on Board of Directors' Effectiveness.
Topics addressed in the Board assessment generally include: strategic priorities; board composition and structure; how the board spends its time; oversight of and interaction with management; oversight of culture; diversity and talent, and related risk controls framework; committee effectiveness; and specific matters that may be relevant.
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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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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Action items
The General Counsel and Lead Independent Director report the feedback received to the Board.
Appropriate action plans are developed to address the feedback received from the Board and committee assessments. Throughout the year, the Board and committees partner with management to execute and evaluate progress on action items.
Director education
Our director education program focuses on incorporating key strategic and important cross-business issues and is designed to assist Board members in fulfilling their responsibilities. The director education program commences with an orientation program when a new director joins the Board. Ongoing education for all directors is conducted throughout the year through “deep dive” presentations from LOBs, discussions and presentations by subject matter experts and other events. In 2022, directors participated in programs on a number of subjects, including:
deep dive sessions from each LOB covering topics such as products, services, strategy and control environment;
diversity, equity and inclusion ("DEI");
ESG-related matters, including sustainability updates, our climate risk management framework and ESG-related disclosure;
key laws, regulations and supervisory requirements applicable to the Firm;
significant and emerging risks;
talent management including senior leader highlights; and
technology and cybersecurity updates.

2023 PROXY STATEMENT
27
JPMORGAN CHASE & CO.

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
3. Board oversight
The Board is responsible for oversight of the business and affairs of the Firm on behalf of shareholders. 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 the formulation and implementation of the Firm's strategic initiatives and reviews and approves the Firm’s annual strategic plan. 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 senior management provide updates on the Firm’s overall strategic direction, including updates on the opportunities and performance, priorities and implementation of strategies in their respective LOBs and Corporate Functions. These management presentations 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, talent management and succession planning
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. In addition, the CMDC provides individual OC members with opportunities to discuss top talent within their respective LOBs and Corporate Functions, including progress on attracting and retaining top diverse talent.
In accordance with our Governance Principles, succession planning is considered at least annually by the non-management directors with the CEO. The CMDC reviews the succession plan for the CEO in preparation for discussion by the Board, with such discussion guided by the Lead Independent Director. These discussions consider recommendations, evaluations and development plans for potential CEO successors and occur with and without the CEO. In planning an orderly CEO transition that will take place in the medium-term, the Board has developed and will continue to develop a list of OC members as strong internal candidates to potentially succeed Mr. Dimon. The CMDC also periodically reviews the succession plan for members of the OC other than the CEO to build a robust 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 41.
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 payments, 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 business, and the associated risks, in a manner that balances serving the interests of its clients, customers and investors, and protecting the safety and soundness of the Firm.
The Firm's risk governance framework is managed on a firmwide basis. The Board of Directors oversees management’s strategic decisions, and the Board Risk Committee oversees Independent Risk Management (“IRM”) and the Firm’s risk governance framework. Cybersecurity risk is overseen by the full Board, with additional oversight of the relevant risk framework and controls provided by the Audit and Risk Committees. Board committees support the Board’s oversight responsibility by overseeing the risk categories related to such committee’s specific area of focus.
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28
2023 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
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, for example: 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 such matters, or the Board may ask management to present more frequently to the full Board on the issue.
Environmental, social and
governance matters
As noted throughout this proxy statement, oversight of ESG-related matters is an important part of the Board's work in setting the policies and principles that govern our business, 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 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 character, and impact its reputation among all of its stakeholders. Other Board committees consider ESG-related matters within their scope of responsibility. For instance, the CMDC oversees the Firm's culture, including reviewing employee DEI programs; the Risk Committee considers climate risk; the Governance Committee reviews board diversity; and the Audit Committee provides oversight of compliance with the Firm's ethical standards, policies, plans and procedures, and with laws and regulations. In the past year, in addition to the work of the committees, all directors participated in full Board discussions regarding DEI, including an audit of the Firm's Racial Equity Commitment, sustainability, climate risk management and ESG-related disclosures.
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-related matters that we and our stakeholders view as important to our business. In 2022, we also published a Climate Report, which included extensive disclosure about the Firm's approach to climate risk management. We monitor the evolving disclosure landscape and evaluate which frameworks address our stakeholders' interest. In 2022, our ESG disclosures were 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.

2023 PROXY STATEMENT
29
JPMORGAN CHASE & CO.

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
4. Board engagement
Our directors meet 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 41-67.
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 and supplemental filings
SEC filings
Earnings materials
Press releases
Firm website
ESG-related publications, and events hosted by the Firm
External events and conferences
Institutional shareholders, including portfolio managers, investment analysts and stewardship teams
Retail shareholders
Fixed income investors and analysts
Sell side and financial analysts
Proxy advisory firms
ESG rating firms
Non-governmental organizations
Industry thought leaders
Community and business leaders