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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 8, 2024
Dear fellow shareholders:
We are pleased to invite you to attend the annual meeting of shareholders to be held in a virtual meeting format, via the Internet, on May 21, 2024 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 8, 2024
Dear Fellow Shareholders:
In connection with the 2024 Annual Meeting, we want to share with you some of the highlights of the work of the Board. The Board oversaw the Firm’s continued strong financial performance in 2023, building upon its momentum from prior years. We experienced growth across all of our market-leading lines of business and maintained a fortress balance sheet. We achieved managed revenue of $162.4 billion, which was a record for the 6th consecutive year, as well as record net income of $49.6 billion and ROTCE of 21%. The Firm increased its quarterly common dividend from $1.00 to $1.05 per share. In addition, we successfully navigated and supported our clients and customers through the regional bank turmoil, and completed our acquisition of the assets of First Republic Bank.
The Board is focused on the many factors that contribute to the Firm’s long-term strong performance, including continued investment in products, technology and people. We remain vigilant and prepared to work with our customers, clients and communities around the world across a broad range of economic environments. At all times, we are guided by our fundamental business principles and our commitment to building long-term value for our shareholders. This was especially important to our work in the past year, as geopolitics and conflicts developments around the world produced much uncertainty. The ongoing wars in Ukraine and the Middle East, growing tensions with China and a politically divided America have the potential to lead to a restructuring of the global order, in addition to having profound human consequences.
In this environment, the Board’s efforts are focused on making informed decisions and taking appropriate actions to help ensure that our Firm is resilient and we can be there for our clients – in both good times and bad times. Among other matters, in the past year the Board focused on the following:
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 is spending significant time on developing Operating Committee members who are well-known to shareholders as strong potential CEO candidates. Earlier this year, the Firm announced leadership and organizational changes to continue to position the Firm for the future. Jennifer Piepszak and Troy Rohrbaugh were named Co-CEOs of the expanded Commercial & Investment Bank, and Marianne Lake became sole CEO of Consumer & Community Banking. Mary Erdoes remains CEO of Asset &
Wealth Management, and Daniel Pinto continues as President and Chief Operating Officer. The Board believes that these senior management changes and new alignment will help the Firm better serve its clients as well as further develop the Firm's most senior leaders. Should the need arise in the near-term, we view Mr. Pinto as a key executive who is immediately ready to fulfill the responsibilities of the CEO. We also continue to develop a deep bench of potential leaders who can execute the Firm’s strategy and enhance our strong culture.
Board refreshment
We are committed to maintaining a vital Board for today and the future. In January of this year, we were fortunate to add Mark Weinberger to our Board and are pleased to nominate him for election by shareholders at the annual meeting. As retired Chairman and Chief Executive Officer of Ernst & Young LLP, he brings to the Board an impressive combination of skills, experience and personal qualities that will serve our shareholders, the Firm and the Board well. We would also like to take this opportunity to thank Tim Flynn and Mike Neal, who are retiring from the Board this year. We benefited greatly from their respective insights and contributions as directors and trusted advisors.
Oversight of key issues
We are pleased to report that your Board has been diligently focused on overseeing key issues that are critical to the success and sustainability of our institution. One such area is Artificial Intelligence (AI), which is revolutionizing the world around us. While the full impact of AI on our business remains to be seen, we recognize its potential to transform every aspect of our operations. To capitalize on this and other groundbreaking technological advances, we are making strategic investments in resources and expertise, positioning the Firm for success in a rapidly changing competitive landscape. Concurrently, we are taking steps to prevent unintended misuse of AI and to mitigate potential cybersecurity risks.
In addition, the Board is actively overseeing the Firm's efforts in addressing climate change and promoting diversity, equity, and inclusion (DEI). As a global financial institution, we play a crucial role in supporting our clients' decarbonization strategies and helping to address the broader challenges of transitioning to a low-carbon economy. We are committed to making informed decisions based on the best interests of our Firm and clients, rather than adhering to simplistic statements or arbitrary rules. Furthermore, we firmly believe in the value of DEI, both as a moral imperative and as a


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strategic driver of success. By fostering a diverse and inclusive workforce, we enable innovation, smarter decision-making, and better financial results for our business and the economy as a whole. We continue to work closely with management to promote equal treatment, opportunity and access throughout our organization.
Our company’s success is built upon the efforts of thousands of employees, our superb senior management team and our outstanding Board members. And it is with a heavy heart that
we remember one such Board member, our colleague and friend, Jim Crown, who served as a member of our Board of Directors from 2004 until his unexpected passing last year. His wisdom and spirit are profoundly missed.
We look forward to continuing to deliver value to our customers, shareholders and stakeholders while remaining firm in our business principles. On behalf of the entire Board, we are grateful for your support of the Board and the Firm.

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



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Notice of 2024 Annual Meeting of Shareholders and Proxy Statement
DATE
Tuesday, May 21, 2024
TIME
10:00 a.m. Eastern Time
ACCESS
The 2024 Annual Meeting will be held in a virtual meeting format, 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 and submit questions (both before, and for a portion of, the meeting) via the Internet and will be able to examine the shareholder list before the meeting. Shareholders may participate online by logging in at www.virtualshareholdermeeting.com/JPM2024.
We encourage you to submit your proxy prior to the annual meeting.
RECORD DATE
March 22, 2024
MATTERS TO BE
Election of directors
VOTED ON
Advisory resolution to approve executive compensation
Approval of amended and restated long-term incentive plan effective May 21, 2024
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024
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 8, 2024
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 8, 2024, we sent to shareholders of record at the close of business on March 22, 2024, a Notice of Internet Availability of Proxy Materials (“Notice”), which includes instructions on how to access our 2024 Proxy Statement and 2023 Annual Report online, and how to vote online for the 2024 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/JPM2024, 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/e8bec1fcf984c03e846bcbfbc0333c9e-image_0.jpg
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Introduction & Overview
This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. 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, 2023 ("2023 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
2024 Proxy Summary
This summary highlights information in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Terms not defined in the text of this proxy statement can be found in the “Glossary of selected terms and acronyms” on page 121.
Your vote is important. For more information on voting and attending the annual meeting, see “Information about the annual shareholder meeting” on page 107. This proxy statement has been prepared by our management and approved by the Board of Directors, and is being sent or made available to our shareholders on or about April 8, 2024.
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, 3 and 4 (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.

2024 PROXY STATEMENT
1
JPMORGAN CHASE & CO.

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PROXY SUMMARY
The Firm demonstrated strong financial performance in 2023
The Firm continued its focus on serving our clients and customers amid ongoing, growing geopolitical tensions, economic uncertainty, elevated inflation and higher rates, while investing in and executing on long-term strategic initiatives. The Firm experienced growth across all of our market-leading lines of business, achieved record financial results and maintained a fortress balance sheet.
JPMORGAN CHASE & CO.
REVENUEPRE-TAX INCOMENET INCOME
RETURN ON EQUITY ("ROE")
RETURN ON TANGIBLE COMMON EQUITY ("ROTCE")2
$158.1B
$162.4B
$61.6B
$69.0B
$49.6B
17%
21%
REPORTED
MANAGED1,2
REPORTED
EXCLUDING LOAN LOSS RESERVES ("Ex. LLR")1,2
EARNINGS PER SHARE ("EPS")
BOOK VALUE PER SHARE ("BVPS")
TANGIBLE BOOK VALUE PER SHARE ("TBVPS")2
MARKET CAPITALIZATION
NET CAPITAL DISTRIBUTIONS3
$16.23
$104.45
$86.08
$489.3B
$19.8B
CONSUMER &
COMMUNITY BANKING ("CCB")
CORPORATE &
INVESTMENT BANK ("CIB")
COMMERCIAL
BANKING ("CB")
ASSET & WEALTH
MANAGEMENT ("AWM")
REVENUE1
PRE-TAX INCOME ex. LLR1,2
REVENUE1
PRE-TAX INCOME1
REVENUE1
PRE-TAX INCOME ex. LLR1,2
REVENUE1
PRE-TAX INCOME1
$70.1B
$30.0B
$48.8B
$20.1B
$15.5B
$9.9B
$19.8B
$6.9B
NET INCOMEROENET INCOMEROENET INCOMEROENET INCOMEROE
$21.2B
38%
$14.1B
13%
$6.1B
20%
$5.2B
31%
#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 banking platform in the U.S.4
#1 in Global Investment Banking ("IB") fees for 15 consecutive years, with 8.8% wallet share5
#1 in Markets revenue5
#1 in USD payments volume6
#3 custodian globally by revenue7
Record revenues overall and in Middle Market Banking & Specialized Industries ("MMBSI") of $7.4B, Corporate Client Banking & Specialized Industries ("CCBSI") of $4.8B and Commercial Real Estate ("CRE") of $3.3B
Record average loans of $268.3B (up 20%)
Strong credit performance with a net charge-off ratio of 12bps
Pre-tax margin of 35%
Long-term Assets Under Management ("AUM") flows of $140B, top 2 rank in Client Asset Flows8 over a 5-year period
Average deposits of $216.2B (down 17%); record average loans of $220.5B (up 2%)
Excluding the impact of First Republic Bank9: the Firm achieved managed revenue1,2 of $154.2 billion, pre-tax income ex. LLR1,2 of $63.2 billion, net income of $45.4 billion, or $14.84 per share, and ROTCE2 of 19%; CCB achieved managed revenue1 of $66.9 billion, pre-tax income ex. LLR1,2 of $27.9 billion, net income of $20.0 billion, and ROE of 38%; CB achieved managed revenue1 of $14.6 billion, pre-tax income ex. LLR1,2 of $9.0 billion, net income of $6.0 billion, and ROE of 20%; AWM achieved managed revenue1 of $18.7 billion, pre-tax income1 of $5.9 billion, net income of $4.5 billion and ROE of 27%.
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, 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 issued to employees.
4Refer to Notes 2 and 3 on page 59.
5Refer to Notes 2 and 3 on page 57.
6Based on third-party data.
7Coalition Greenwich FY23 Competitor Analytics (preliminary). Rank is based on JPMorgan Chase's internal business structure and revenue and Coalition Index Banks for Securities Services.
8Refer to Note 2 on page 58.
9On May 1, 2023, JPMorgan Chase acquired certain assets and assumed certain liabilities of First Republic Bank. All references to excluding the impact of First Republic Bank refer to excluding the relevant effects of the First Republic Bank acquisition, as well as subsequent related business and activities, as applicable. Refer to Note 34 to the Firm’s Consolidated Financial Statements in the 2023 Annual Report on pages 307 - 309.
JPMORGAN CHASE & CO.
2
2024 PROXY STATEMENT

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PROXY SUMMARY
We are committed to strong corporate governance practices
Board composition reflects an effective mix of experience, refreshment, skills and diversity to provide independent oversight
Our directors have experience and demonstrated success in executive fields relevant to the Firm’s business and operations, and contribute to the Board’s effective oversight of management and its diversity across a range of attributes, executive experience and skills
The Board has 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
The 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
Our Board guides succession planning
The Board is focused on enabling an orderly CEO transition to take place in the medium-term
As part of succession planning, the Board continues to oversee management's development of several Operating Committee ("OC") members who are well-known to shareholders as strong potential candidates to succeed Mr. Dimon
Individual OC members have been provided with opportunities to gain exposure to different parts of the business and to deepen their leadership experience in new and expanded roles
In January 2024, the Firm announced leadership changes and a streamlined business to continue to position the Firm for the future
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
Oversees the Firm’s financial performance and condition
Oversees the Firm's risk management and internal control frameworks
Oversees executive performance, talent management and succession planning
We actively engage with shareholders
We regularly engage with shareholders throughout the year on a wide variety of topics, such as strategy, financial and operating performance, competitive environment, regulatory landscape and environmental, social and governance ("ESG")-related matters
In 2023, our shareholder engagement initiatives included:
Shareholder Engagement: We solicited feedback through approximately 200 engagements with 120 shareholders that represented 50% of the Firm's outstanding common stock, in addition to other key stakeholder listening and learning sessions. Our engagements with shareholders focused on board and management succession planning, executive compensation, technology, including artificial intelligence, cybersecurity and the Firm's sustainability efforts, including its climate strategy, in addition to a variety of discussions on the Firm's strategy and its financial and operating performance
Meetings/Conferences: Senior management hosted approximately 28 investor meetings, and presented at approximately 15 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


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PROXY SUMMARY
Proposal 1: Election of directors – page 7
The Board of Directors has nominated the 10 individuals listed below. All are independent other than our CEO. If elected at the annual meeting, all nominees are expected to serve until next year’s annual meeting.
Nominee/Director of
JPMorgan Chase since1
AgePrincipal Occupation
Other U.S.-Listed Public
Company Directorships
Committee Membership2, 3
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Stephen B. Burke
Lead Independent Director
Director since 2004
65
Retired Chairman and Chief Executive Officer of NBCUniversal, LLC
2
Compensation & Management
Development (Chair);
Corporate Governance & Nominating
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Linda B. Bammann
Director since 2013
68
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.4
0
Risk (Chair);
Compensation & Management Development
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Todd A. Combs
Director since 2016
53
Chairman, President 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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Alicia Boler Davis
Director since 2023
55
Chief Executive Officer of Alto Pharmacy, LLC0
Risk
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James Dimon
Director since 2004
68
Chairman and Chief Executive Officer of JPMorgan Chase & Co.0
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Alex Gorsky
Director since 2022
63
Retired Chairman and Chief Executive Officer of Johnson & Johnson2
Risk
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Mellody Hobson
Director since 2018
55
Co-Chief Executive Officer and President of Ariel Investments, LLC1
Public Responsibility (Chair);
Risk
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Phebe N. Novakovic
Director since 2020
66
Chairman and Chief Executive Officer of General Dynamics Corporation1
Audit;
Public Responsibility
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Virginia M. Rometty
Director since 2020
66
Retired Executive Chairman, President and Chief Executive Officer of International Business Machines Corporation ("IBM")0
Compensation & Management Development;
Corporate Governance & Nominating
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Mark A. Weinberger
Director since 2024
62
Retired Global Chairman and Chief Executive Officer of Ernst & Young LLP
2
Audit
1Director of a heritage company of the Firm as follows: Bank One Corporation: Mr. Burke (2003–2004), Mr. Dimon, Chairman of the Board (2000–2004)
2Principal standing committees
3If elected, Mr. Weinberger will serve as the Chair of the Audit Committee, and Mr. Gorsky will serve on the Audit and Public Responsibility Committees, concluding his service on the Risk Committee
4Retired from JPMorgan Chase & Co. in 2005
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PROXY SUMMARY
Proposal 2: Advisory resolution to approve executive compensation – page 34
We are submitting an advisory resolution to approve the compensation of our Named Executive Officers (“NEOs”).
We believe shareholders should consider three key factors in their evaluation of this year’s proposal:
1. How we think about pay decisions
The Firm’s Business Principles and strategic framework form the basis of our OC members’ strategic priorities. The Compensation & Management Development Committee ("CMDC") references those strategic priorities and the Firm’s compensation philosophy to assess OC members’ performance and to determine their respective total compensation levels and pay mix.
2. How we performed against our business strategy
We continued to deliver strong multi-year financial performance, invest in our future, strengthen our risk and control environment, and reinforce our culture and values, including our long-standing commitment to serve our customers, employees and communities, and conduct business in a responsible way to drive inclusive growth.
3. How performance determined pay in 2023
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 86% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk Performance Share Units ("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 2023 performance.
Incentive Compensation
Name and principal position1
SalaryCashRestricted
stock units
Performance
share units
Total
James Dimon
Chairman and CEO
$1,500,000 $5,000,000 $— $29,500,000 $36,000,000 
Daniel Pinto
President & Chief Operating Officer
Former CEO, Corporate & Investment Bank
1,500,000 5,000,000 — 23,500,000 30,000,000 
Mary Callahan Erdoes
CEO, Asset & Wealth Management
750,000 10,500,000 7,875,000 7,875,000 27,000,000 
Marianne Lake
CEO, Consumer & Community Banking
Former Co-CEO, Consumer & Community Banking
750,000 7,100,000 5,325,000 5,325,000 18,500,000 
Jennifer Piepszak
Co-CEO, Commercial & Investment Bank
Former Co-CEO, Consumer & Community Banking
750,000 7,100,000 5,325,000 5,325,000 18,500,000 
Jeremy Barnum
Chief Financial Officer
750,000 5,700,000 4,275,000 4,275,000 15,000,000 
1Officer position titles within this Proxy Statement reflect current roles and responsibilities as of the record date. On January 25, 2024, the Firm announced new responsibilities for certain executives: Ms. Piepszak, along with Troy Rohrbaugh, the Firm’s Co-Head of Markets and Securities Services, became Co-Chief Executive Officers of the expanded Commercial & Investment Bank; Mr. Pinto continues as the Firm’s President and Chief Operating Officer but is no longer Chief Executive Officer of the former Corporate & Investment Bank; and Ms. Lake became the sole Chief Executive Officer of Consumer & Community Banking.

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PROXY SUMMARY
Proposal 3: Approval of amended and restated long-term incentive plan effective May 21, 2024 - page 76
We are seeking approval of our Amended and Restated Long-Term Incentive Plan (the “2024 Plan”), to renew the term of the Amended and Restated Long-Term Incentive Plan approved by shareholders on May 18, 2021 (the “2021 Plan”) to a term date of May 31, 2028, and to authorize approximately 38.2 million additional shares, bringing the total number of shares authorized for awards under the 2024 Plan to 81 million shares (which is less than the total number of shares authorized under the 2021 Plan by 4 million shares). During our semi-annual shareholder outreach program and discussion of our equity compensation practices, our shareholders indicated a preference for more frequent requests for approval of a smaller quantity of shares, as opposed to requesting larger quantities less frequently. As a result, the Compensation & Management Development Committee of the Board considered this feedback in determining the number of shares to request for authorization under the 2024 Plan.
The 2024 Plan would also continue to incorporate our compensation program for non-employee directors, with certain established retainers (both cash and equity) and certain limitations on future changes to those retainers.
Proposal 4: Ratification of independent registered public accounting firm – page 86
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, 2024. 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 10 directors, who, if elected by shareholders at our annual meeting, will be expected to serve until next year’s annual meeting.
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RECOMMENDATION:
Vote FOR all nominees

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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
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
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
Board oversees the Firm’s financial performance and condition
Board oversees the Firm's risk management and internal control frameworks
Board evaluates CEO performance and compensation and oversees succession planning for the CEO and talent management for other senior executives
Pages
4Board engagement with the Firm’s stakeholders
In 2023, we solicited feedback through approximately 200 engagements with 120 shareholders that represented 50% of the Firm’s outstanding common stock, in addition to other key stakeholder listening and learning sessions. Our engagements with shareholders focused on board and management succession planning, executive compensation, technology, including artificial intelligence, cybersecurity and the Firm's sustainability efforts, including its climate strategy and progress, in addition to a variety of discussions on the Firm’s strategy and its financial and operating performance. We also conducted engagement sessions with leading proxy advisory firms. Our Lead Independent Director participated in a number of these discussions, as appropriate.
Pages27-28


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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 experiences, backgrounds, perspectives and viewpoints.
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 21, 2024, and the other information is as of the date of this proxy statement. There are no family relationships among the director nominees or between any director nominee and any executive officer.
Timothy P. Flynn, who has served as a director of the Firm since 2012, and Michael A. Neal, who has served as a director of the Firm since 2014, have decided to retire from the Board and are not standing for re-election when their terms expire on the eve of this year's annual meeting.
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 2025 annual meeting.
Directors are expected to attend our annual shareholder meetings. All 12 directors serving on our Board at the time of the 2023 annual meeting attended the meeting.
QUALIFICATIONS AND ATTRIBUTES
When recruiting and selecting candidates, the Board considers a wide range of attributes, executive experience and skills. Below are brief summaries of the key qualifications of our director nominees. The following page provides a matrix of Board qualifications and other attributes.
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 the financial services industry, including investment banking, asset management, global financial markets or consumer products and services, or work with the industry in an advisory or policy-making capacity, 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
Human Capital Management
Experience in human capital management, including 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, information security, 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 our ESG-related business strategy, including advancing inclusive growth, promoting sustainable development and supporting our clients with their transition to a low-carbon economy

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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 MATRIX1
10 Director Nominees:
 
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Qualifications
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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Human Capital Management
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Public Company Governance
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Technology
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Regulated Industries
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Risk Management and Controls
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ESG Matters
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Background
Gender
Male
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Female
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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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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
Age65685355686355666662
Years on the Board2011822026441
1The 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.
JPMORGAN CHASE & CO.
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Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
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Stephen B. Burke
Retired Chairman and Chief Executive Officer of NBCUniversal, LLC
Lead Independent Director since 2021
Age: 65
Director since: 2004
Committees:
Compensation & Management Development Committee (Chair)
Corporate Governance & Nominating Committee
Qualification Highlights
Public Company Governance: As an experienced board member and executive, brings valuable insight on corporate governance best practices and effective engagement with diverse stakeholders
Human Capital Management: Brings a balanced perspective on executive development, succession planning and compensation matters
Leadership of a Large, Complex Organization: Experience managing a complex, global business, including setting and executing long-term strategic direction
Finance and Accounting: Strong financial acumen gained through executive roles
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)
Education
Graduate of Colgate University
M.B.A., Harvard Business School
Other U.S.-Listed Public Company Directorships Within the Past Five Years
Snowflake Inc. (since 2023)
Berkshire Hathaway Inc. (since 2009)
Other Experience
Chairman, Children's Hospital of Philadelphia
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Linda B. Bammann
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.
Age: 68
Director since: 2013
Committees:
Risk Committee (Chair)
Compensation & Management Development Committee
Qualification Highlights
Risk Management and Controls: Retired risk management executive with deep experience in assessing and managing financial risk
Financial Services: Wide-ranging experience in the financial services sector, including with respect to capital markets and consumer financial products
Regulated Industries: Significant experience navigating the financial services regulatory landscape and engaging with regulators
Human Capital Management: Brings valuable insight on succession planning and senior executive development matters
Career Highlights
JPMorgan Chase & Co. (merged with Bank One Corporation in 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)
Education
Graduate of Stanford University
M.A., Public Policy, University of Michigan
Other U.S.-Listed 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, The Brydon Group


2024 PROXY STATEMENT
11
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Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director nominees
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Board governance
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Board oversight
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Board engagement
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Todd A. Combs
Chairman, President and Chief Executive Officer of GEICO and
Investment Officer at Berkshire Hathaway Inc.
Age: 53
Director since: 2016
Committees:
Corporate Governance & Nominating Committee (Chair)
Compensation & Management Development Committee
Qualification Highlights
Public Company Governance: As Investment Officer at Berkshire Hathaway, brings a rigorous investor perspective to public company governance practices and their effect on shareholder interests
Human Capital Management: Deep experience and insight into management succession planning and compensation matters as President and CEO of GEICO and through service on Berkshire Hathaway subsidiary boards
Financial Services: Investment management and financial markets expertise through more than two decades of executive experience
Regulated Industries: Experience managing complex governmental and regulatory matters as the CEO of a business in the highly regulated insurance industry
Career Highlights
Berkshire Hathaway Inc., a holding company whose subsidiaries engage in a number of diverse business activities including finance, insurance and reinsurance, and utilities and energy
Chairman, President and Chief Executive Officer, GEICO, a subsidiary of Berkshire Hathaway (since 2020)
Investment Officer (since 2010)
Castle Point Capital Management, an investment management firm
Chief Executive Officer and Managing Member (2005–2010)
Education
Graduate of Florida State University
M.B.A., Columbia Business School
Other U.S.-Listed 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
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Alicia Boler Davis
Chief Executive Officer of Alto Pharmacy, LLC
Age: 55
Director since: 2023
Committees:
Risk Committee
Qualification Highlights
Risk Management and Controls: Expertise in risk management and controls matters gained from experience in senior executive roles
Technology: Insight into the development and deployment of innovative technology including through her experience leading Amazon’s worldwide network of customer service operations, and robotics and technology
Regulated Industries: Strong understanding of regulatory processes and the ability to effectively navigate the regulatory landscape as CEO of a business in a highly regulated industry
International Business Operations: Wide-ranging experience in overseeing businesses with global operations, customers and stakeholders
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, a multinational automotive manufacturing company
Executive Vice President, Global Manufacturing and Labor Relations (2016-2019)
Other U.S.-Listed 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
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Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
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James Dimon
Chairman and Chief Executive Officer of JPMorgan Chase & Co.
Age: 68
Director since: 2004 and Chairman of the Board since 2006
Qualification Highlights
Financial Services: Experienced leader in the financial services industry with deep knowledge of all aspects of the Firm’s business activities
Leadership of a Large, Complex Organization: Leadership of JPMorgan Chase and its predecessors for more than two decades, with a track record of growth, market leadership, and focus on the Firm’s clients
Human Capital Management: Unique insight into all aspects of recruitment, retention, and development of key talent and succession planning for senior executives
Regulated Industries: In-depth experience in responding to an evolving regulatory landscape and cultivating constructive relationships with regulators and government leaders around the world
International Business Operations: Executive management of business operations that serve customers and clients in 100+ global markets and across diverse geographic, political and regulatory environments
Career Highlights
JPMorgan Chase & Co. (merged with Bank One Corporation in 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)
Education
Graduate of Tufts University
M.B.A., Harvard Business School
Other U.S.-Listed 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
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Alex Gorsky
Retired Chairman and Chief Executive Officer of Johnson & Johnson
Age: 63
Director since: 2022
Committees:
Risk Committee
Qualification Highlights
Finance and Accounting: Deep understanding of financial reporting standards and oversight of enterprise financial condition from experience as CEO of Johnson & Johnson
Technology: Expertise in overseeing innovative technologies, information security, and privacy issues through executive and board positions
International Business Operations: Seasoned executive experience operating in diverse geographic, political and regulatory environments
Public Company Governance: Broad governance expertise through public company board service and as former Chair of the Business Roundtable's Corporate Governance Committee
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 the Medical Devices and Diagnostics Group and member of the Executive Committee (2009)
Company Group Chairman, Ehticon (2008-2009)
Novartis Pharmaceuticals Corporation, a multinational medicines company
Head of North America pharmaceutical business (2004-2008)
Education
Graduate of the U.S. Military Academy at West Point
M.B.A., The Wharton School of the University of Pennsylvania
Other U.S.-Listed Public Company Directorships Within the Past Five Years
Apple Inc. (since 2021)
IBM (since 2014)
Johnson & Johnson (2012-2022)
Other Experience
Board Member, Neurotech Pharmaceuticals, Inc.
Board Member, Travis Manion Foundation
Board Member, National Academy Foundation
Board Member, Wharton Board of Overseers
Former Trustee, NewYork-Presbyterian Hospital
Former Member and Chairman of the Corporate Governance Committee of the Board of Business Roundtable

2024 PROXY STATEMENT
13
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Table of Contents
ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director nominees
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Board governance
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Board oversight
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Board engagement
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Mellody Hobson
Co-Chief Executive Officer and President of Ariel Investments, LLC
Age: 55
Director since: 2018
Committees:
Public Responsibility Committee (Chair)
Risk Committee
Qualification Highlights
Financial Services: Co-CEO and President of Ariel Investments, LLC with over three decades of experience in asset management
Risk Management and Controls: Deep understanding of risk management developed through C-suite positions at Ariel and current and prior service on public company boards
ESG Matters: A recognized leader in civic and industry associations with focus on financial education and inclusive economic growth
Public Company Governance: Significant corporate governance experience and insights gained from roles at Ariel Investments, LLC and through service on other public company boards
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)
Education
Graduate of the School of Public and International Affairs at Princeton University
Other U.S.-Listed Public Company Directorships Within the Past Five Years
Starbucks Corporation — Chair (since 2021); Vice Chair (2018-2021); member (since 2005)
Other Experience
Chair, After School Matters
Board of Governors and Executive Committee, Investment Company Institute
Ex Officio/Former Chair, The Economic Club of Chicago
Former Vice Chair, World Business Chicago
Former regular contributor and analyst on finance, the markets and economic trends for CBS News
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Phebe N. Novakovic
Chairman and Chief Executive Officer of General Dynamics Corporation
Age: 66
Director since: 2020
Committees:
Audit Committee
Public Responsibility Committee
Qualification Highlights
Technology: In-depth understanding and experience overseeing innovative technology, information security, data management systems and other technology-related matters as Chairman and CEO of General Dynamics and a former director of Abbott Laboratories
Finance and Accounting: Strong background in overseeing strategic objectives from a financial perspective gained through executive leadership roles
ESG Matters: Unique perspective on ESG-related matters gained through leadership roles in the public and private sectors
Leadership of a Large, Complex Organization: Trusted leader with experience in various senior officer positions at a global public company
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)
Education
Graduate of Smith College
M.B.A., The Wharton School of the University of Pennsylvania
Other U.S.-Listed 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
Director, Northwestern Memorial Hospital
Member, Business Roundtable

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Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
 https://cdn.kscope.io/e8bec1fcf984c03e846bcbfbc0333c9e-image_0.jpg 
Board engagement
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Virginia M. Rometty
Retired Executive Chairman, President and Chief Executive Officer of IBM
Age: 66
Director since: 2020
Committees:
Compensation & Management Development Committee
Corporate Governance & Nominating Committee
Qualification Highlights
Technology: Exceptional leader in the technology sector with deep knowledge of innovative technology, information security and data management gained through four decades at IBM
Public Company Governance: Extensive public company governance experience as Chairman of IBM
Human Capital Management: C-suite and director positions at both public and private companies provide comprehensive understanding of human capital management matters
International Business Operations: In-depth experience managing international business operations as CEO of IBM and in senior oversight and advisory roles including with respect to international trade and global supply chain matters
Career Highlights
IBM, a global information technology company
Executive Chairman (2020)
Chairman, President and Chief Executive Officer (2012-2020)
Education
Graduate of Northwestern University
Other U.S.-Listed Public Company Directorships Within the Past Five Years
IBM (2012-2020)
Other Experience
Member, Board of Directors, Cargill
Member, Mitsubishi UFJ Financial Group Global Advisory Board
Trustee, Brookings Institution
Member, BDT Capital Advisory Board
Co-Chair, OneTen
Member, Council on Foreign Relations
Member and Trustee, Peterson Institute for International Economics
Vice Chairman, Board of Trustees, Northwestern University
Board of Trustees, Memorial Sloan-Kettering Cancer Center
Former Member, Business Roundtable
Former Member, President’s Export Council
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Mark A. Weinberger
Retired Global Chairman and Chief Executive Officer of Ernst & Young LLP (“EY”)
Age: 62
Director since: 2024
Committees:
Audit Committee
Qualification Highlights
Finance and Accounting: Distinctive expertise in finance, tax and accountancy from leadership roles in those fields for over three decades prior to his retirement
ESG Matters: Unique perspective gained through leadership roles at JUST Capital, Council for Inclusive Capitalism and World Economic Forum
Leadership of a Large, Complex Organization: Led over 270,000 people in over 150 countries as the former CEO of EY
Regulated Industries: Comprehensive experience in a highly regulated industry combined with government policy and legislative positions
Career Highlights
EY, a leading global professional services organization providing assurance, consulting, strategy and transactions, and tax services
Global Chairman and Chief Executive Officer (2013–2019)
Member, Global Executive Board (2008–2019)
U.S. Government, appointments by four presidential administrations
Member, President's Strategic and Policy Forum (2017)
Member, President's Infrastructure Task Force (2015–2016)
Assistant Secretary, U.S. Department of Treasury (Tax Policy) (2001–2002)
Member, U.S. Social Security Administration Advisory Board (2000)
Chief Tax and Budget Counsel, U.S. Senate (1991–1994)
Education
Graduate of Emory University
M.B.A. and J.D., Case Western Reserve University
Master of Laws in Taxation, Georgetown University Law Center
Other U.S.-Listed Public Company Directorships Within the Past Five Years
Johnson & Johnson (since 2019)
MetLife, Inc. (since 2019)
Accelerate Acquisition Corp. (2021–2022)
Non-U.S.-Listed Public Company Directorships Within the Past Five Years
Saudi Arabian Oil Co. (Saudi Aramco) (since 2019)
Other Experience
Board Member, JUST Capital
Board Member, National Bureau of Economic Research
Advisor and Member, Council for Inclusive Capitalism
Former Member of the International Business Council and Global Agenda Steward for Economic Progress, World Economic Forum


2024 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
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 and other lines of credit and loans for directors Bammann, Burke, Combs, Flynn, Hobson, Neal, Novakovic, Weinberger and/or their immediate family members
Wholesale/commercial 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; Alto Pharmacy, LLC, for which Ms. Davis is the Chief Executive Officer, and its subsidiaries; Ariel Investments, LLC, for which Ms. Hobson is Co-Chief Executive Officer and President, and its subsidiaries, affiliates and funds; certain entities wholly-owned by Ms. Hobson’s spouse and trusts for which such spouse serves as trustee; General Dynamics Corporation, for which Ms. Novakovic is Chairman and Chief Executive Officer, and its subsidiaries; Louis Dreyfus Company B.V., for which a sibling of Mrs. Rometty serves as the Trading Operations Officer and Cotton Platform Head, and its subsidiaries; and Hearthside Food Solutions, LLC, for which a sibling of Mrs. Rometty serves as Chief Executive Officer, and its affiliates
Goods and services: purchases from Berkshire Hathaway and subsidiaries of private aviation services and professional services related to the Firm’s corporate-owned aircraft; and purchases of corporate aircraft and associated maintenance services and parts provided by General Dynamics subsidiaries
The Board, having reviewed the relevant relationships between the Firm and each non-management 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, Alicia Boler Davis, Timothy P. Flynn, Alex Gorsky, Mellody Hobson, Michael A. Neal, Phebe N. Novakovic, Virginia M. Rometty, and Mark A. Weinberger) 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 21-23.
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Table of Contents
CORPORATE GOVERNANCE | ELECTION OF DIRECTORS
Director nominees
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Board governance
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Board oversight
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Board engagement
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 experiences, backgrounds, perspectives and viewpoints 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 in experiences, backgrounds, perspectives and viewpoints
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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.
The Firm's By-laws also provide for a right of proxy access. Our By-laws enable shareholders, under specified conditions, to include their nominees for election as directors in the Firm's proxy statement. Under these provisions, 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 may 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 Mark Weinberger to the Board effective January 2024. The Board used the process described above and took into account the considerations outlined on pages 9-10 and shareholder interest in board refreshment. Mr. Weinberger has been among a select group of individuals considered as part of the Governance Committee’s evaluation of prospective Board members in recent years.
Mr. Weinberger was familiar to a number of directors and executives based on his leadership roles at Ernst & Young and his active involvement with the World Economic Forum and other economic, government and business roles. Members of the Governance Committee suggested that he be considered as a prospective candidate. They met with him and reviewed his qualifications including his distinctive expertise in finance, tax and accountancy as a leader in those fields for over three decades prior to his retirement. His executive experience and skills were among the Board's recruitment priorities as they complement the Board's existing composition and support effective oversight of the Firm's strategy. The Committee also reviewed his constructive personal attributes and independence, and recommended his election by the Board.
For more information on Mr. Weinberger's qualifications, see page 15.

2024 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
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 24.
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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
2. Board governance
Strong governance practices
Our Board is guided by the Firm’s Governance Principles, and we adhere to the Commonsense Corporate Governance Principles and the Investor Stewardship Group’s Corporate Governance Principles for U.S. Listed Companies. Our sound governance practices include:
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Annual election of all directors by majority vote
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100% principal standing committee independence
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Robust shareholder engagement process, including participation by our Lead Independent Director and semi-annual Board review of investor feedback
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Ongoing consideration of Board composition and refreshment, including diversity in director succession and annual review of board leadership structure
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Lead Independent Director with an independent perspective and judgment as well as clearly-defined responsibilities
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Limits on directors' board and audit committee memberships
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Executive sessions of independent directors at each regular Board meeting without the presence of the CEO
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Direct Board access to, and regular interaction with, management
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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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Strong director attendance: each director attended 75% or more of total meetings of the Board and committees on which he or she served during 2023
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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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Stock ownership requirements for directors
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 20, 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 2024, 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 20, 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 Governance 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 20, the Governance 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.
The Board maintains the ability to change its leadership structure at any time should it elect to do so and is not limited to its annual review of leadership structure. The Board has 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.

2024 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
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 2024, 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
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2024 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 meetings and attendance
12
Board Meetings
Communication between
meetings as appropriate
8
Executive sessions of
independent directors
Led by Lead Independent Director
43
Meetings of principal
standing committees
9
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 12 times in 2023. For more information on committees, see below. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served in 2023.
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 Board 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 24.
Each committee has oversight of specific 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 has determined each member of the Audit Committee (Timothy P. Flynn, Michael A. Neal, Phebe N. Novakovic and Mark A. Weinberger) to be an audit committee financial expert in accordance with the definition established by the SEC1, 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”).
1    In anticipation of his service on the Audit Committee, the Board has determined that Alex Gorsky is an audit committee financial expert in accordance with the definition established by the SEC.

2024 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
Key oversight responsibilities of the principal standing committees of the Board
BOARD OF DIRECTORS
     
AuditCMDCRiskPRCGovernance
15 meetings in 2023
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 ensure that there is an effective system of controls reasonably designed to:
Safeguard the assets and income of the Firm
Ensure 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
8 meetings in 2023
Oversees:
Development of and succession for key executives
Compensation principles and practices
Compensation and qualified benefit programs
Operating Committee performance assessments and compensation
Firm’s Business Principles, culture and significant employee conduct issues and any related actions
Reputational risks and conduct risks within its scope of responsibility
7 meetings in 2023
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 2023
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 2023
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 and issues related to trading venues and trade surveillance data feeds.
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.
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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
Current board committee membership
DirectorAuditCMDCGovernancePRCRisk
Specific
Purpose1
Stephen B. Burke2
ChairMemberA
Linda B. BammannMemberChairB
Todd A. CombsMemberChairA
Alicia Boler Davis
Member
James Dimon
Timothy P. Flynn3
Chair
Alex Gorsky4
Member
Mellody Hobson
Chair
MemberA
Michael A. Neal5
MemberMemberB
Phebe N. NovakovicMember
Member
Virginia M. RomettyMemberMemberA
Mark A. Weinberger6
Member
1The Board’s Specific Purpose Committees in 2023 were:
A – Markets Compliance Committee
B – Omnibus Committee
2Lead Independent Director
3Mr. Flynn is not standing for re-election when his term expires on the eve of this year's annual meeting
4If elected, Mr. Gorsky will serve on the Audit and Public Responsibility Committees, concluding his service on the Risk Committee
5Mr. Neal is not standing for re-election when his term expires on the eve of this year's annual meeting
6If elected, Mr. Weinberger will serve as the Chair of the Audit Committee
Mr. Weinberger was elected to the Board and appointed as a member of the Audit Committee in January 2024. All other directors of the Firm were elected by shareholders in 2023. 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.

2024 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 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.
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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 Office of the Comptroller of the Currency'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 2023, 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"), and Racial Equity Commitment;
ESG-related matters, including sustainability and climate risk management;
geopolitical risks;
global philanthropy;
key laws, regulations and supervisory requirements applicable to the Firm;
significant and emerging risks; and
technology, generative AI and large language models, cybersecurity updates and data management.
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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
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 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 occur with and without the CEO and include consideration of recommendations, evaluations and development plans for potential CEO successors, in addition to ongoing review of the Firm's long-term strategy and analyses of CEO transitions at other companies, among other factors.
The Board is focused on enabling an orderly CEO transition to take place in the medium-term. As part of succession planning, the Board continues to oversee management's development of several Operating Committee members who are well-known to shareholders as strong potential candidates to succeed Mr. Dimon. Individual OC members have been provided with opportunities to gain exposure to different parts of the business and to deepen their leadership experience in new and expanded roles. In January 2024, the Firm announced leadership changes and a streamlined business to continue to position the Firm for the future.
Jennifer Piepszak and Troy Rohrbaugh were named Co-CEOs of the expanded Commercial & Investment Bank, and
Marianne Lake became sole CEO of Consumer & Community Banking ("CCB"). Mary Erdoes remains CEO of Asset & Wealth Management ("AWM"), and Daniel Pinto continues as President and Chief Operating Officer. The Board believes that these senior management changes and new alignment will help the Firm better serve its clients as well as further develop the Firm's most senior leaders. Should the need arise in the near-term, the Board views Mr. Pinto as a key executive who is immediately ready to lead the Firm and fulfill the responsibilities of CEO, as his exceptional leadership capabilities are well-known to our shareholders.
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 35.
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.

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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
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.
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
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.
Much of this work is done through the Board's committees. 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 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 also considers ESG-related matters raised by shareholders; and the Audit Committee provides oversight of compliance with the Firm's ethical standards, policies, and procedures, and with laws and regulations. In the past year, Board and committee discussion topics included, among others, sustainability, DEI, Racial Equity Commitment, climate risk management, and reputational risks associated with ESG-related matters.
The Firm is committed to being transparent about our approach to and performance on ESG topics. We publish 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 2023, we also published a Climate Report, which included extensive disclosure about the Firm's approach to climate-related risks, opportunities and targets. We monitor the evolving disclosure landscape and evaluate which frameworks address our stakeholders' interest. In 2023, our ESG disclosures were informed by the Global Reporting Initiative, Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures. The ESG information page on our website is available at jpmorganchase.com/about/governance/esg.
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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
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 35-62.
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 Firm-hosted events
External events and conferences
Institutional shareholders, including portfolio managers, investment analysts and stewardship teams
Retail shareholders
Fixed income investors and analysts
Sell side and financials-focused analysts
Proxy advisory firms
ESG rating firms
Non-governmental organizations
Industry thought leaders
Community and business leaders
Quarterly earnings calls
Investor meetings and conferences
Shareholder Outreach Program
Annual Meeting of Shareholders
Investor queries to Investor Relations
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Semiannual Shareholder Outreach Program:
In addition to ad-hoc engagements requested by shareholders, twice a year, we conduct a comprehensive Shareholder Outreach Program focused on topics that include but are not limited to, executive compensation, management succession planning, Board composition and renewal, and shareholder rights. We also discuss and solicit shareholder feedback on the Firm’s approach to technology, including artificial intelligence, cybersecurity and ESG-related matters including climate and DEI
We reached out to more than 200 of our larger shareholders as well as proxy advisory firms to invite them to join engagement sessions with directors, management and other subject matter experts within the Firm. In these meetings, we share information and provide updates on topics of shareholder interest, address shareholder questions and solicit shareholders' perspectives and feedback. Directors participate in these meetings as appropriate
We provide the Board with shareholders' areas of focus and feedback from these engagements sessions
Investor Engagements
Senior Management Engagement
Hosted approximately 28 investor meetings
Presented at approximately 15 investor conferences
Met with shareholders, fixed income holders and other interested parties around the world
Shareholder Engagement
Approximately 200 engagements with 120 shareholders that represented 50% of the Firm's outstanding common stock
Directors participated as appropriate
Frequently discussed topics included:
Board and management succession planning, including recent changes to the Board’s composition and future leadership structure in preparation for CEO succession
The Board's responsiveness to shareholder feedback that led to 89% shareholder support for Say on Pay at the 2023 Annual Meeting
The Firm's sustainability efforts, including its climate strategy and progress
Board composition, skills, diversity and renewal
The Firm’s human capital management, including DEI, and efforts to advance racial equity
The Firm's approach to the dynamic regulatory environment
The Firm's risk management in relation to cybersecurity, geopolitics and macro-economics

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Director nominees
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Board governance
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Board oversight
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Board engagement
Employees
The Board is committed to maintaining a strong corporate governance culture that instills and enhances a sense of personal accountability on the part of all of the Firm’s employees.
In addition to discussions at Board meetings with senior management about these efforts, our directors participate in events outside of the boardroom including meetings with employees that emphasize this commitment. These meetings include employee town halls, LOB and leadership team events such as our annual senior leaders’ meetings and informal sessions with members of the OC and other senior leaders. In 2023, members of our Board participated in Regional Director dinners, Firmwide senior leadership events, LOB industry events and Business Resource Groups' ("BRGs") events.
Regulators
Our Board and senior leaders regularly meet with regulators. These interactions help us learn first-hand from regulators about matters of importance to them and their expectations of us. They also provide a forum for the Board and management to keep our regulators well-informed about the Firm’s performance and business practices.
Stakeholders
As we strive to deliver value, management engages with our stakeholders, including our customers, suppliers and communities in which we work, on a range of issues and in a variety of ways. These may include, for example, participation in consumer advisory panels and meetings with policy advocacy groups and nonprofit organizations. We actively seek feedback on key topics to help us better understand what is important to our stakeholders and find ways to deliver value while also navigating financial, legal and regulatory considerations. In recent years, we have engaged in extensive stakeholder outreach pertaining to, among other topics, sustainability and DEI.
Management shares feedback from these relationships and engagements with the Board, providing the Board with valuable insights. Board members also participate in engagements with stakeholders through client events, town halls, industry conferences, and shareholder discussions as appropriate.
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CORPORATE GOVERNANCE | DIRECTOR COMPENSATION
Director compensation
The Governance Committee is responsible for reviewing director compensation and making recommendations to the Board. In making its recommendations, the Governance Committee annually reviews the Board’s responsibilities and the compensation practices of peer firms, which include the primary financial services peer group referenced with respect to the compensation of our NEOs. For more information see “Evaluating market practices” on page 42.
The Board believes a best practice is to link director compensation to the Firm’s performance; therefore, a significant portion of director compensation is paid in common stock.
Annual compensation
For 2023, each non-employee director was entitled to receive an annual cash retainer of up to $100,000 and, if the non-employee director was on the Board at the time when annual performance year equity awards were granted, an annual grant of deferred stock units valued at $250,000.
Pursuant to discretion authorized under the Firm's Long-Term Incentive Plan approved by shareholders at the 2021 Annual Meeting (the "2021 Plan"), the Governance Committee recommended, and the Board approved, an increase to director compensation to maintain competitive compensation relative to peers. Effective January 1, 2024, the directors' annual cash retainer was increased from $100,000 to $110,000 and the annual grant of deferred stock units was increased from $250,000 to $265,000. In addition, the retainer for the Lead Independent Director increased from $30,000 to $35,000; retainers for the Chairs of the Bank Board and the Audit and Risk Committees increased from $25,000 to $30,000; retainers for members of the Bank Board and members of the Audit and Risk Committees increased from $15,000 to $20,000; and retainers for the Chairs of our other principal standing committees increased from $15,000 to $20,000. This is the first increase to the directors' annual retainer since 2017 and other role-based retainers since 2013.
Compensation paid during 2023, including additional cash compensation paid for certain committee and other service, is described in the following tables.
Each deferred stock unit included in the annual grant to directors represents the right to receive one share of the Firm’s common stock and dividend equivalents payable in deferred stock units for any dividends paid. Deferred stock units have no voting rights. In January of the year immediately following a director’s retirement from the Board, deferred stock units are distributed in shares of the Firm’s common stock in either a lump sum or in annual installments for up to 15 years as elected by the director.
The following table summarizes the 2023 annual compensation for non-employee directors for service on the Boards of the Firm, the Bank and J.P. Morgan Securities plc ("JPMS plc"). There is no additional compensation paid for service on the Board of IHC.
CompensationAmount ($)
Board retainer$100,000 
Lead Independent Director retainer30,000 
Audit and Risk Committee chair retainer25,000 
Audit and Risk Committee member retainer15,000 
All other committees chair retainer15,000 
Deferred stock unit grant250,000 
Bank Board retainer15,000 
Bank Board’s chair retainer25,000 
JPMS plc chair retainer
511,1471
1Total compensation stated above is reflective of additional roles as board chair of JPMS plc and chair of each of the JPMS plc Nomination and UK Remuneration committees.
The Board may periodically ask directors to serve on one or more Specific Purpose Committees or other committees that are not one of the Board’s principal standing committees or to serve on the board of directors of a subsidiary of the Firm. Any compensation for such service is included in the “2023 Director compensation table” on the next page.

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DIRECTOR COMPENSATION | CORPORATE GOVERNANCE
2023 Director compensation table
The following table shows the compensation for each non-employee director in 2023.
Director
Fees earned or
paid in cash ($)1
2023 Stock
award ($)2
Other
fees earned or
paid in cash ($)3
Total ($)
Stephen B. Burke$145,000 $250,000 $62,500 $457,500 
Linda B. Bammann140,000 250,000 15,000 405,000 
Todd A. Combs115,000 250,000 37,500 402,500 
James S. Crown4
65,000 250,000 7,500 322,500 
Alicia Boler Davis
81,500 — 11,750 93,250 
Timothy P. Flynn140,000 250,000 571,267 961,267 
Alex Gorsky115,774 250,000 15,000 380,774 
Mellody Hobson118,167 250,000 37,500 405,667 
Michael A. Neal115,000 250,000 15,000 380,000 
Phebe N. Novakovic115,000 250,000 15,000 380,000 
Virginia M. Rometty100,000 250,000 37,500 387,500 
1Includes fees earned, whether paid in cash or deferred, for service on the Board of Directors. For additional information on each director’s service on committees of JPMorgan Chase, see “Committees of the Board” on pages 21-23.
2On January 17, 2023, each non-employee director who was on the Board at the time when annual performance year equity awards were granted, received an annual grant of deferred stock units valued at $250,000, based on a grant date fair market value of the Firm’s common stock of $140.3825 per share. The aggregate number of stock and option awards outstanding at December 31, 2023, for each current director is included in the “Security ownership of directors and executive officers” table on page 74 under the columns “SARs/Options exercisable within 60 days” and “Additional underlying stock units,” respectively. All such awards are vested.
3Includes fees paid to the non-employee directors for their service on the Board of Directors of the Bank or who are members of one or more Specific Purpose Committees. A fee of $2,500 is paid for each Specific Purpose Committee meeting attended (with the exception of the Omnibus Committee). Also includes for Mr. Flynn, $543,849 in compensation paid during 2023, in consideration of his service as a director of JPMS plc, the Firm’s principal operating subsidiary outside the U.S. and a subsidiary of the Bank, which is comprised of $440,644 for serving as chair of the JPMS plc board; $23,501 for serving as chair of its Nomination Committee and $47,002 for serving as chair of its UK Remuneration Committee; and inclusive of $32,702 earned by Mr. Flynn as a result of his service with respect to the aforementioned JPMS plc appointments which began in December 2022. Also includes an additional amount of $12,418 with respect to taxes paid on behalf of Mr. Flynn in connection with certain JPMS plc travel-related expenses.
4Mr. Crown passed away in June 2023.
Stock ownership: no sales, no hedging, no pledging
As stated in the Governance Principles, each director agrees to retain all shares of the Firm’s common stock he or she purchased on the open market or received pursuant to his or her service as a Board member for as long as he or she serves on our Board. In addition, shares held personally by a director may not be held in margin accounts or otherwise pledged as collateral, nor may the economic risk of such shares be hedged. Further information on the Firm’s “Anti-hedging/anti-pledging provisions” can be found on page 47.
Deferred compensation
Each year, non-employee directors may elect to defer all or part of their cash compensation. A director’s right to receive future payments under any deferred compensation arrangement is an unsecured claim against JPMorgan Chase’s general assets. Cash amounts may be deferred into various investment equivalents, including deferred stock units.
Upon retirement from the Board, compensation deferred into stock units will be distributed in stock; all other deferred cash compensation will be distributed in cash. Deferred compensation will be distributed in either a lump sum or in annual installments for up to 15 years as elected by the director commencing in January of the year following the director’s retirement from the Board.
Reimbursements and insurance
The Firm reimburses directors for their expenses in connection with their Board service or pays such expenses directly. The Firm also pays the premiums on directors’ and officers’ liability insurance policies and on travel accident insurance policies covering directors as well as employees of the Firm.
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CORPORATE GOVERNANCE | OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES
Other corporate governance policies and practices
Shareholder rights
The Firm’s Certificate of Incorporation and By-laws provide shareholders with important rights, including:
Proxy access, which enables eligible shareholders to include their nominees for election as directors in the Firm’s proxy statement. For further information, see page 112, “Shareholder proposals and nominations for the 2025 annual meeting”
The ability to call a special meeting by shareholders holding at least 20% of the outstanding shares of our common stock (net of hedges)
The ability of shareholders holding at least 20% of the outstanding shares of our common stock (net of hedges) to seek a corporate action by written consent without a meeting on terms substantially similar to the terms applicable to call special meetings