DEF 14A 1 jpm2014definitiveproxy.htm DEF 14A JPMC 2014 Definitive Proxy Statement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017-2070
April 9, 2014
Dear fellow shareholders:
We are pleased to invite you to the annual meeting of shareholders to be held on May 20, 2014, at our Highland Oaks Campus in Tampa, Florida. As we have done in the past, in addition to considering the matters described in the proxy statement, we will provide an update on the Firm’s activities and performance.
We hope that you will attend the meeting in person. We strongly encourage you to designate the proxies named on the proxy card to vote your shares even if you are planning to come. This will ensure that your common stock is represented at the meeting. The proxy statement explains more about proxy voting.
As you will see, we have made substantial changes to the format of our proxy statement this year. We did this in response to comments we received from many of you asking for a simpler, more easily understood document. 
We hope that you will find the discussion and presentation helpful. Please read it carefully.
We look forward to your participation.

Sincerely,
James Dimon
Chairman and Chief Executive Officer
















Notice of 2014 Annual Meeting of Shareholders and Proxy Statement
DATE
 
Tuesday, May 20, 2014
TIME
 
10:00 a.m. Eastern Daylight Time
PLACE
 
JPMorgan Chase Highland Oaks Campus
10420 Highland Manor Drive, Building 2
Tampa, FL 33610
MATTERS TO BE
 
l Election of directors
VOTED ON
 
l Advisory resolution to approve executive compensation
 
 
l Ratification of PricewaterhouseCoopers LLP as our independent registered public
     accounting firm for 2014
 
 
l Shareholder proposals, if they are introduced at the meeting
 
 
l Any other matters that may properly be brought before the meeting
 
 
 
 
 
 
By order of the Board of Directors
 
 
 
 
 
 
Anthony J. Horan
 
 
Secretary
 
 
 
 
 
 
April 9, 2014

 
Please vote promptly.
If you hold your shares in street name and do not provide voting instructions, your shares will not be voted on any proposal on which your broker does not have discretionary authority to vote. See “How votes are counted” on page 71.
We sent shareholders of record at the close of business on March 21, 2014, a Proxy Statement, an accompanying form of proxy card and Annual Report or a Notice of Internet Availability of Proxy Materials (“Notice”) on or about April 9, 2014. Instructions on how to receive a printed copy of our proxy materials are included in the Notice, as well as in this Proxy Statement.

Our 2014 Proxy Statement and Annual Report for the year ended December 31, 2013, are available free of charge on our website at investor.shareholder.com/jpmorganchase/annual.cfm.
If you plan to attend the meeting in person, you will be required to present a valid form of government-issued photo identification, such as a valid driver’s license or passport, and proof of ownership of our common stock as of our record date March 21, 2014. See “Attending the annual meeting” on page 72.






 
 
 
 
 
 
 
 
 
 













2014 Proxy summary
This summary highlights information contained elsewhere 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.
 
Annual meeting of shareholders
TIME AND DATE
10:00 a.m. Eastern Daylight Time, May 20, 2014
PLACE
JPMorgan Chase Highland Oaks Campus
10420 Highland Manor Drive, Building 2
Tampa, Florida 33610
RECORD DATE
March 21, 2014

 
VOTING AND ATTENDANCE AT THE MEETING
Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote on each matter to be voted on. Voting may be done over the Internet, by telephone, by completing and mailing the proxy card, or in person at the annual meeting. Additional information is provided under “General information about the meeting” on page 71.
We hope you will attend the meeting in person. If you do, please bring with you a valid form of government-issued photo identification, such as a valid driver’s license or passport, and proof of ownership of our common stock as of our record date March 21, 2014. You will be asked to present these documents before entering the meeting. See “Attending the annual meeting” on page 72.

 
Proxy statement
Your vote is very important. The Board of Directors of JPMorgan Chase & Co. (“JPMorgan Chase” or the “Firm”) is requesting that you allow your common stock to be represented at the annual meeting by the proxies named on the proxy card. This proxy statement is being
 
sent or made available to you in connection with this request and has been prepared for the Board by our management. The proxy statement is being sent
and made available to our shareholders on or about April 9, 2014.

 
Matters to be voted on
MANAGEMENT PROPOSALS
 
The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals (for more information see page referenced):
 
 
1. Election of directors
 
 
2. Advisory resolution to approve executive compensation
 
 
3. Ratification of PricewaterhouseCoopers LLP as the Firm’s independent registered public accounting firm
 
 
SHAREHOLDER PROPOSALS (if they are introduced at the meeting)
 
The Board of Directors recommends you vote AGAINST each of the following shareholder proposals 
(for more information see page referenced):
 
 
4. Lobbying report – require annual report on lobbying
 
 
5. Special shareowner meetings – reduce threshold to 15% rather than 20% and remove procedural provisions
 
 
6. Cumulative voting - require cumulative voting for directors rather than one-share one-vote


JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   1


PROPOSAL 1: ELECTION OF DIRECTORS
 
The Board of Directors has nominated the 11 individuals listed below for election as directors. All the nominees are currently serving as directors and all except the CEO are independent. We recommend you vote FOR each director.
DIRECTOR NOMINEES
 
 
 
The Board has nominated 11 directors: the 10 independent Directors and the CEO.
 
 
 
 
 
 
 
 
NOMINEE
 
AGE
 
PRINCIPAL OCCUPATION
 
DIRECTOR SINCE
COMMITTEE MEMBERSHIP 1
Linda B. Bammann
 
58
 
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.
 
September 2013
Public Responsibility;
Risk Policy
James A. Bell
 
65
 
Retired Executive Vice President of The Boeing Company
 
2011
Audit
Crandall C. Bowles
 
66
 
Chairman of The Springs Company
 
2006
Audit;
Public Responsibility (Chair)
Stephen B. Burke
 
55
 
Chief Executive Officer of NBCUniversal, LLC
 
2004
Director of Bank One Corporation from 2003 to 2004
Compensation & Management Development;
Corporate Governance & Nominating
James S. Crown
 
60
 
President of Henry Crown and Company
 
2004
Director of Bank One Corporation from 1991 to 2004
Risk Policy (Chair)
James Dimon
 
58
 
Chairman and Chief Executive Officer of JPMorgan Chase & Co.

 
2004
Chairman of the Board of Bank One Corporation from 2000 to 2004
 
Timothy P. Flynn
 
57
 
Retired Chairman of KPMG International
 
2012
Public Responsibility;
Risk Policy
Laban P. Jackson, Jr.
 
71
 
Chairman and Chief Executive Officer of Clear Creek Properties, Inc.
 
2004
Director of Bank One Corporation from 1993 to 2004
Audit (Chair)
Michael A. Neal
 
61
 
Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital
 
January 2014
Risk Policy
Lee R. Raymond
(Lead Independent Director)
 
75
 
Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation
 
2001
Director of J.P. Morgan & Co. Incorporated from 1987 to 2000
Compensation & Management Development (Chair);
Corporate Governance & Nominating
William C. Weldon
 
65
 
Retired Chairman and Chief Executive Officer of Johnson & Johnson
 
2005
Compensation & Management Development;
Corporate Governance & Nominating (Chair)
1 
Principal standing committees


2 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


The Board of Directors is responsible for overseeing management and providing sound governance on behalf of shareholders. Risk management oversight is a key priority. The Board carries out its responsibilities through, among other things, the recently strengthened role of the Lead Independent Director, a strong committee structure and adherence to our Corporate Governance Principles.
To assist in the performance of its duties, the Board has set up five principal standing committees, and from time to time, as it deems necessary, the Board will set up additional committees including specific purpose committees to address particular issues. All members of the principal standing Board committees are independent directors. The five principal standing committees are:
Audit Committee
Compensation & Management Development Committee
Corporate Governance & Nominating Committee
Public Responsibility Committee
Risk Policy Committee
The Board and its committees meet periodically throughout the year to review strategy, business and financial performance, risk and control matters, compensation and management development, and public responsibility matters, and to provide oversight of and guidance to, and otherwise assess and advise the Chief Executive Officer (“CEO”) and other senior executives. Directors also meet with shareholders to discuss issues related to the Firm’s business. Directors are evaluated annually on their effectiveness, individually and collectively.
Communicating our strategy and financial performance to our shareholders and the broader investment community is critically important and is effected through quarterly earnings conference calls and materials, U.S. Securities and Exchange Commission (“SEC”) filings, Investor Day, investor conferences and web communications. In addition, directors and senior executives engage throughout the year with shareholders and organizations interested in our performance or business practices through meetings and calls globally and we conduct an extensive shareholder outreach program twice a year. Acting in part on what we have learned through our interaction with shareholders and other interested parties, we
 
have, among other things, elected two directors with experience in risk management and the financial services industry, changed our Corporate Governance Principles to codify the independence of our Board leadership, changed the structure and content of our proxy statement and agreed to produce a report during 2014 describing how we do business and what actions we have taken to address a number of challenges faced by the Firm and the financial services industry.
We believe that each nominee for director has the experience, qualities and capabilities we seek in our directors, and that the combination of these nominees creates an effective and well-functioning Board that serves the Firm and our shareholders well.



JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   3


PROPOSAL 2: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION
 
We believe it is important to provide transparent information on our executive compensation program so that shareholders can effectively evaluate our practices, processes and policies that enable the Firm to attract, motivate and retain top talent (including our Named Executive Officers [“NEOs”]). As part of this evaluation, we believe a fundamental question that shareholders expect answered is, “How did the Board determine pay levels in light of overall business and individual performance” (i.e., pay-for-performance).
 
We have devoted the first two sections of our Compensation Discussion and Analysis (“CD&A”) to address this question, and have provided a detailed description of our business results, the framework used to determine pay (including factors considered) and 2013 compensation of our NEOs. In addition, the CD&A provides shareholders with enhanced transparency on our pay practices and detailed information on our risk and control features.



4 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


As discussed in more detail in the CD&A:
Our business performance continued to support sustained shareholder value, including strong and sustained underlying performance across all lines of business (notwithstanding a challenging regulatory and litigation environment), significant progress enhancing controls and addressing regulatory items, and execution of strategic priorities that better position the Firm for long-term success
Our compensation principles and pay-for-performance philosophy provide the discipline, judgment and balance to make pay determinations that are linked to performance, aligned with shareholder interests and enable us to attract and retain top talent
The governance and oversight of our pay practices are consistent with best practice, responsive to shareholders and compliant with global regulatory expectations
We maintain and use an extensive set of recovery and clawback provisions to address risk and control items that may arise after pay determinations have been made. Furthermore, we have mandatory share retention and share ownership requirements, and a strict no-hedging/pledging policy, which further bolster individual accountability


 
PROPOSAL 3: RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE FIRM’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
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, 2014. A resolution will be presented at the meeting to ratify PwC’s appointment. We recommend you vote FOR ratification of PwC’s appointment.
Based on its review of PwC’s independence and performance, including its capability in handling the breadth and complexity of the Firm’s worldwide operations, and its exhibited professional skepticism and objectivity, the Audit Committee and the full Board believe that continued retention of PwC as the Firm’s independent external auditor is in the best interests of JPMorgan Chase and its shareholders.
SHAREHOLDER PROPOSALS 4–6
 
If they are presented at the annual meeting, the proposals listed below will be presented for your vote. The Board recommends you vote AGAINST each proposal for the reasons summarized in this proxy statement.
4. Lobbying report – require annual report on lobbying
5. Special shareowner meetings – reduce threshold to 15% rather than 20% and remove procedural provisions
6. Cumulative voting – require cumulative voting for directors rather than one-share one-vote




JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   5




 












Proposal 1:
Election of Directors





 

Our Board of Directors has nominated 11 directors, who, if elected by shareholders at our annual meeting, will be expected to serve until next year’s annual meeting. All nominees are currently directors.
 
RECOMMENDATION:
Vote FOR all nominees
 







Proposal 1 — Election of directors
EXECUTIVE SUMMARY
 
Our Board has nominated 11 directors for election at this year’s annual meeting to hold office until the next annual meeting. All of the nominees are currently directors; nine were elected to the Board by our shareholders at our 2013 annual meeting and two were elected by our Board after that meeting and are standing for election by our shareholders for the first time. Each has agreed to be named in this proxy statement and to serve if elected. All of the nominees are expected to attend our May 20, 2014, annual meeting.
We know of no reason why any of the nominees would be unable or unwilling to serve if elected. However, if any of our nominees is unavailable for election, the proxies intend to vote your common stock for any substitute nominee proposed by the Board of Directors.
We believe that each nominee has the skills, experience and personal qualities we seek in our directors and that the combination of these nominees creates an effective and well-functioning Board that serves the Firm and our shareholders well.
The Board of Directors is responsible for overseeing management and providing sound governance on behalf of shareholders. Risk management oversight is a key priority. The Board carries out its responsibilities through, among other things, the recently strengthened role of the Lead Independent Director, a strong committee structure and adherence to our Corporate Governance Principles. Directors are evaluated annually on their effectiveness, individually and collectively.
 
DIRECTOR NOMINATION PROCESS
 
As specified in its charter, the Board’s Corporate Governance & Nominating Committee (“Governance Committee”) oversees the candidate nomination process, which includes the evaluation of both existing Board members and new candidates for Board membership. The Governance Committee recommends to the Board a slate of candidates for election at each annual meeting of shareholders. The Governance Committee’s goal is to put forth a diverse slate of candidates with a combination of skills, experience and personal qualities that will well serve the Board, Board committees, our Firm and our shareholders. The Governance Committee considers all relevant attributes of each Board candidate, including professional skills, experience and knowledge, as well as gender, race, ethnicity, culture, nationality and background.
Candidates for director may be recommended by current Board members, our management, shareholders or third-party advisors. Shareholders who want to recommend a candidate for election to the Board may do so by writing to the Corporate Secretary at: JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017; or by sending an e-mail to the Office of the Secretary at corporate.secretary@jpmchase.com. The Governance Committee considers shareholder-recommended candidates on the same basis as nominees recommended by Board members, management and third-party advisors.
Recent candidate nominations and elections
Since our last annual shareholder meeting the Governance Committee, using the process described above and taking into account, among other things, shareholders’ interest in adding directors with extensive experience in risk management and financial services, recommended Linda B. Bammann and Michael A. Neal for election. One of our independent directors recommended Ms. Bammann, who was elected by the Board in September 2013, and a third-party search firm recommended Mr. Neal, who was elected by the Board in January 2014. Both Ms. Bammann and Mr. Neal were elected to a term expiring at our next annual meeting of shareholders on May 20, 2014. See pages 20-21 for further discussion of actions taken after last year’s annual meeting.



JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   7


DIRECTOR CRITERIA
 
In selecting candidates for director, the Board looks for individuals with strong personal attributes, diverse backgrounds and demonstrated expertise and success in one or more specific executive disciplines.
Executive disciplines
Finance and accounting
 
 
 
 
 
Financial services
 
 
 
 
 
International business operations
 
 
 
 
 
Leadership of a large, complex organization
 
 
 
 
 
Management development and succession planning
 
 
 
 
 
Public-company governance
 
 
 
 
 
Regulated industries and regulatory issues
 
 
 
 
 
Risk management and controls
Personal attributes
Ability to work collaboratively
 
 
 
 
 
Integrity
 
 
 
 
 
Judgment
 
 
 
 
 
Strength of conviction
 
 
 
 
 
Strong work ethic
 
 
 
 
 
Willingness to engage and provide active oversight
The Firm’s director criteria are also discussed in the Corporate Governance Principles document available on our website at jpmorganchase.com, under the heading Governance, which is under the About Us tab.
 
NOMINEES’ QUALIFICATIONS AND EXPERIENCE
 
Our Board believes that these nominees provide our Firm with the combined skills, experience and personal qualities needed for an effective and engaged Board.
The specific experience and qualifications of each nominee are described in the following pages. Unless stated otherwise, all nominees have been continuously employed by their present employers for more than five years. The age indicated in each nominee’s biography is as of May 20, 2014, and all other biographical information is as of the date of this
proxy statement.




8 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


Linda B. Bammann, 58                    
Director since September 2013
Public Responsibility Committee
Risk Policy Committee
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.
DIRECTOR QUALIFICATION HIGHLIGHTS
Ÿ Experience with regulatory issues
Ÿ Extensive background in risk management
Ÿ Financial services experience
Linda B. Bammann was Deputy Head of Risk Management at JPMorgan Chase from July 2004 until her retirement in 2005. Previously she was Executive Vice President and Chief Risk Management Officer at Bank One Corporation (“Bank One”) from May 2001 to July 2004, and, before then, Senior Managing Director of Banc One Capital Markets, Inc. She was also a member of Bank One’s executive planning group. From 1992 to 2000 she was a Managing Director with UBS Warburg LLC and predecessor firms.
Ms. Bammann served as a director of The Federal Home Mortgage Corporation (“Freddie Mac”) from 2008 until 2013, during which time she was a member of its Compensation Committee. She also served as a member of Freddie Mac’s Audit Committee from 2008 until 2010 and as Chair of its Business and Risk Committee from 2010 until 2013. Ms. Bammann also served as a director of Manulife Financial Corporation from 2009 until 2012. Ms. Bammann was formerly a board member of the Risk Management Association and Chair of the Loan Syndications and Trading Association.
Through her experience on the boards of other public companies and her tenure with JPMorgan Chase and Bank One, Ms. Bammann has developed insight and wide-ranging experience in financial services and extensive expertise in risk management and regulatory issues.
Ms. Bammann graduated from Stanford University and received an M.A. degree in public policy from the University of Michigan.
 
James A. Bell, 65                    
Director since 2011
Audit Committee
Retired Executive Vice President of The Boeing Company
DIRECTOR QUALIFICATION HIGHLIGHTS
Ÿ Finance and accounting experience
Ÿ Leadership of complex, multi-disciplinary global organization
Ÿ Regulatory issues and regulated industry experience
James A. Bell was an Executive Vice President of The Boeing Company, an aerospace company and manufacturer of commercial jetliners and military aircraft, from 2003 until his retirement in April 2012. He was Corporate President from June 2008 until February 2012 and Chief Financial Officer from November 2003 until February 2012.
Over a four-decade corporate career, Mr. Bell led global businesses in a highly regulated industry, oversaw successful strategic growth initiatives and developed expertise in finance, accounting, risk management and controls. While Chief Financial Officer, he oversaw two key Boeing businesses: Boeing Capital Corporation, the company’s customer-financing subsidiary, and Boeing Shared Services, an 8,000-person, multi-billion dollar business unit that provides common internal services across Boeing’s global enterprise.
Before being named Chief Financial Officer, Mr. Bell was Senior Vice President of Finance and Corporate Controller. In this position he served as the company’s principal interface with the board’s Audit Committee. He was Vice President of contracts and pricing for Boeing Space and Communications from 1996 to 2000, and before that served as director of business management of the Space Station Electric Power System at the Boeing Rocketdyne unit.
Mr. Bell has been a director of Dow Chemical Company since 2005. He is a member of the Board of Directors of the Chicago Infrastructure Trust and a member of the Board of Trustees at Rush University Medical Center.
Mr. Bell graduated from California State University at Los Angeles.



JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   9


Crandall C. Bowles, 66                    
Director since 2006
Audit Committee
Public Responsibility Committee (Chair)
Chairman of The Springs Company
DIRECTOR QUALIFICATION HIGHLIGHTS
Ÿ International business operations experience
Ÿ Management development, compensation and succession planning experience
Ÿ Risk management and audit experience
Crandall C. Bowles has been Chairman of The Springs Company, a privately owned investment company, since 2007. She also served as Chairman of Springs Industries, Inc., a manufacturer of window products for the home, from 1998 until June 2013 when the business was sold. She was a member of its board from 1978 until June 2013 and was Chief Executive Officer from 1998 until 2006. Prior to 2006, Springs Industries included bed, bath and home-furnishings business lines. These were merged with a Brazilian textile firm to become Springs Global Participacoes S.A., a textile home-furnishings company based in Brazil, where Ms. Bowles served as Co-Chairman and Co-CEO from 2006 until her retirement in July 2007.
Ms. Bowles has been a director of Deere & Company since 1999. She served as a director of Sara Lee Corporation from 2008 to 2012 and of Wachovia Corporation and Duke Energy in the 1990s. As an executive at Springs Industries and Springs Global Participacoes, Ms. Bowles gained experience managing international business organizations. As a board member of these large, global companies, she has dealt with a wide range of issues including audit and financial reporting, risk management, and executive compensation and succession planning.
Ms. Bowles is a Trustee of the Brookings Institution
and is on the governing boards of the Packard Center for ALS Research at Johns Hopkins and The Wilderness Society.
Ms. Bowles graduated from Wellesley College and received an M.B.A from Columbia University.
 
Stephen B. Burke, 55                    
Director since 2004 and Director of Bank One Corporation from 2003 to 2004
Compensation & Management Development Committee
Corporate Governance & Nominating Committee
Chief Executive Officer of NBCUniversal, LLC
DIRECTOR QUALIFICATION HIGHLIGHTS
Ÿ Experience leading large, international, complex businesses in regulated industries
Ÿ Financial controls and reporting experience
Ÿ Management development, compensation and succession planning experience
Stephen B. Burke has been Chief Executive Officer of NBCUniversal, LLC, and a senior executive of Comcast Corporation, one of the nation’s leading providers of entertainment, information and communication products and services, since January 2011. He was Chief Operating Officer of Comcast Corporation from 2004 until 2011, and President of Comcast Cable Communications, Inc. from 1998 until January 2010.
Before joining Comcast, Mr. Burke served with The Walt Disney Company as President of ABC Broadcasting. He joined The Walt Disney Company in January 1986, and helped develop and found The Disney Store and lead a comprehensive restructuring of Euro Disney S.A. He has been a director of Berkshire Hathaway Inc. since 2009.
Mr. Burke’s roles at Comcast, ABC, and Euro Disney have given him broad exposure to the challenges associated with managing large and diverse businesses. In those roles he has dealt with a variety of issues including audit and financial reporting, risk management, executive compensation, sales and marketing, and technology and operations. His tenure at Comcast and ABC gave him experience working in regulated industries, and his work at Euro Disney gave him a background in international business.
Mr. Burke graduated from Colgate University and received an M.B.A. from Harvard Business School.



10 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


James S. Crown, 60                    
Director since 2004 and Director of Bank One Corporation from 1991 to 2004
Risk Policy Committee (Chair)
President of Henry Crown and Company
DIRECTOR QUALIFICATION HIGHLIGHTS
Ÿ Extensive risk management experience
Ÿ Management development, compensation and succession planning experience
Ÿ Significant financial markets experience
James S. Crown joined Henry Crown and Company, a privately owned investment company that invests in public and private securities, real estate and operating companies, in 1985 and became President in 2002. Before joining Henry Crown and Company, Mr. Crown was a Vice President of Salomon Brothers Inc. Capital Markets Service Group.
Mr. Crown has been a director of General Dynamics Corporation since 1987 and has served as its Lead Director since 2010. He has also been a director of JPMorgan Chase Bank, N.A., since 2010. Mr. Crown served as a director of Sara Lee Corporation from 1998 to 2012.
Mr. Crown’s position with Henry Crown and Company and his service on other public company boards have given him exposure to many issues encountered by our Board, including risk management, audit and financial reporting, investment management, capital markets activity, and executive compensation.
Mr. Crown is a Trustee of the Aspen Institute, the Chicago Symphony Orchestra, the Museum of Science and Industry, the University of Chicago and the University of Chicago Medical Center. He is also a member of the American Academy of Arts and Sciences.
Mr. Crown graduated from Hampshire College and received a law degree from Stanford University Law School.
 
James Dimon, 58                    
Director since 2004 and Chairman of the Board of Bank One Corporation from 2000 to 2004
Chairman and Chief Executive Officer of JPMorgan Chase & Co.
DIRECTOR QUALIFICATION HIGHLIGHTS
Ÿ Experience leading a global business in a regulated industry
Ÿ Extensive experience leading complex international financial services businesses
Ÿ Management development, compensation and succession planning experience
James Dimon became Chairman of the Board on December 31, 2006, and has been Chief Executive Officer and President since December 31, 2005. He was President and Chief Operating Officer following JPMorgan Chase’s merger with Bank One Corporation in July 2004. At Bank One he was Chairman and Chief Executive Officer from March 2000 to July 2004. Before joining Bank One, Mr. Dimon held a wide range of executive roles at Citigroup Inc., the Travelers Group, Commercial Credit Company and American Express Company.
Mr. Dimon is on the Board of Directors of Harvard Business School and Catalyst and is a member of The Business Council. He is also on the Board of Trustees of New York University School of Medicine. Mr. Dimon does not serve on the board of any publicly traded company other than JPMorgan Chase.
Mr. Dimon has many years of experience in the financial services industry, as well as international business expertise. As CEO, he is knowledgeable about all aspects of the Firm’s business activities. His work has given him substantial experience in dealing with government officials and agencies and insight into the regulatory process.
Mr. Dimon graduated from Tufts University and received an M.B.A. from Harvard Business School.



JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   11


Timothy P. Flynn, 57                    
Director since 2012
Public Responsibility Committee
Risk Policy Committee
Retired Chairman of KPMG International
DIRECTOR QUALIFICATION HIGHLIGHTS
Ÿ Experience in financial services, accounting, auditing and controls
Ÿ Leadership of a complex, global business
Ÿ Risk management and regulatory experience
Timothy P. Flynn was Chairman of KPMG International, a global professional services organization that provides audit, tax and advisory services, from 2007 until his retirement in October 2011. From 2005 until 2010 he served as Chairman and from 2005 to 2008 as Chief Executive Officer of KPMG LLP in the U.S., the largest individual member firm of KPMG International. Before serving as Chairman and CEO, Mr. Flynn was Vice Chairman, Audit and Risk Advisory Services, with operating responsibility for the Audit, Risk Advisory and Financial Advisory Services practices.
Through his leadership positions at KPMG, Mr. Flynn gained perspective on the evolving business and regulatory environment, experience with many of the issues facing complex, global companies, and expertise in financial services and risk management.
Mr. Flynn has been a director of Wal-Mart Stores, Inc. since 2012 and of the Chubb Corporation since September 2013. He previously served as a Trustee of the Financial Accounting Standards Board, a member of the World Economic Forum’s International Business Council, and a founding member of The Prince of Wales’ International Integrated Reporting Committee.
Mr. Flynn graduated from The University of St. Thomas, St. Paul, Minnesota and is a member of their Board of Trustees.
 
Laban P. Jackson, Jr., 71                
Director since 2004 and Director of Bank One Corporation from 1993 to 2004
Audit Committee (Chair)
Chairman and Chief Executive Officer of Clear Creek Properties, Inc.
DIRECTOR QUALIFICATION HIGHLIGHTS
Ÿ Experience in financial controls and reporting and risk management
Ÿ Extensive regulatory background
Ÿ Management development, compensation and succession planning experience
Laban P. Jackson, Jr. has been Chairman of Clear Creek Properties, Inc., a real estate development company, since 1989. He has been a director of J.P. Morgan Securities plc and of JPMorgan Chase Bank, N.A. since 2010.
Mr. Jackson has dealt with a wide range of issues that are important to the Firm’s business, including audit and financial reporting, risk management, and executive compensation and succession planning. Mr. Jackson generally meets at least annually with the Firm’s principal regulators in the major jurisdictions in which we operate.
Mr. Jackson served as a director of The Home Depot from 2004 to 2008 and a director of the Federal Reserve Bank of Cleveland from 1987 to 1992. He is a member of the Audit Committee Leadership Network, a group of audit committee chairs from some of North America’s leading companies that is committed to improving the performance of audit committees and strengthening trust in the financial markets. He is also a director of the Markey Cancer Foundation.
Mr. Jackson’s service on the board of the Federal Reserve Bank of Cleveland and on other public and private company boards has given him experience in financial services, audit, government relations and regulatory issues.
Mr. Jackson is a graduate of the United States Military Academy.



12 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


Michael A. Neal, 61                    
Director since January 2014
Risk Policy Committee
Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital
DIRECTOR QUALIFICATION HIGHLIGHTS
Ÿ Extensive background in financial services
Ÿ Leadership of large, complex, international businesses in a regulated industry
Ÿ Risk management and operations experience
Michael A. Neal was Vice Chairman of General Electric Company, a global industrial and financial services company, until his retirement in December 2013 and was Chairman and Chief Executive Officer of GE Capital from 2007 until June 2013. During his career at General Electric, Mr. Neal held several senior operating positions, including President and Chief Operating Officer of GE Capital and Chief Executive Officer of GE Commercial Finance prior to being appointed Chairman and Chief Executive Officer of GE Capital.
Mr. Neal has extensive experience managing large, complex businesses in regulated industries around the world. During his career with General Electric and GE Capital, Mr. Neal oversaw the provision of financial services and products to consumers and businesses of all sizes in North America, South America, Europe, Australia and Asia. His professional experience has provided him with insight and expertise in risk management, strategic planning and operations, finance and financial reporting, government and regulatory relations, and management development and succession planning.
Mr. Neal graduated from the Georgia Institute of Technology. He serves on the advisory boards of the Georgia Institute of Technology’s Scheller College of Business, Georgia Tech’s Sam Nunn School of International Affairs, and the Carey Business School at Johns Hopkins, where Mr. Neal is also the executive in residence and senior advisor to the Dean. Mr. Neal is also a trustee of Georgia Tech’s GT Foundation.
 
Lee R. Raymond, 75 (Lead Independent Director)    
Director since 2001 and Director of J.P. Morgan & Co. Incorporated from 1987 to 2000
Compensation & Management Development Committee (Chair)
Corporate Governance & Nominating Committee
Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation
DIRECTOR QUALIFICATION HIGHLIGHTS
Ÿ Extensive background in international business
Ÿ Leadership in regulated industries and regulatory issues
Ÿ Management development, compensation and succession planning experience
Lee R. Raymond was Chairman of the Board and Chief Executive Officer of ExxonMobil, the world’s largest publicly traded international oil and gas company, from 1999 until he retired in December 2005. He was Chairman of the Board and Chief Executive Officer of Exxon Corporation from 1993 until its merger with Mobil Oil Corporation in 1999 and was a director of Exxon Mobil Corporation from 1984 to 2005. Mr. Raymond began his career in 1963 at Exxon.
During his tenure at ExxonMobil and its predecessors, Mr. Raymond gained experience in all aspects of business management, including audit and financial reporting, risk management, executive compensation, marketing, and operating in a regulated industry. He also has extensive international business experience.
Mr. Raymond is a director of the Business Council for International Understanding, a member of the Council on Foreign Relations, an emeritus Trustee of the Mayo Clinic, a member of the Innovations in Medicine Leadership Council of UT Southwestern Medical Center, a member of the National Academy of Engineering and a member and past Chairman of the National Petroleum Council.
Mr. Raymond graduated from the University of Wisconsin and received a Ph.D. in Chemical Engineering from the University of Minnesota.



JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   13


William C. Weldon, 65                    
Director since 2005
Compensation & Management Development Committee
Corporate Governance & Nominating Committee (Chair)
Retired Chairman and Chief Executive Officer of Johnson & Johnson
DIRECTOR QUALIFICATION HIGHLIGHTS
Ÿ Extensive background in public company governance
Ÿ Leadership of complex, global organization in a regulated industry
Ÿ Management development, compensation and succession planning experience
William C. Weldon was Chairman and Chief Executive Officer of Johnson & Johnson, a global healthcare products company, from 2002 until his retirement as Chief Executive Officer in April 2012 and as Chairman in December 2012. He served as Vice Chairman from 2001 and Worldwide Chairman, Pharmaceuticals Group from 1998 until 2001.
At Johnson & Johnson, Mr. Weldon held a succession of executive positions that gave him expertise in consumer sales and marketing, international business operations, financial reporting and regulatory matters.
Mr. Weldon has been a director of CVS Caremark Corporation since March 2013, of The Chubb Corporation since April 2013, and of Exxon Mobil Corporation since May 2013. Mr. Weldon has been a director and Chairman of the Board of JPMorgan Chase Bank, N.A. since July 2013. He was a director of Johnson & Johnson from 2002 until December 2012.
Mr. Weldon is a member of various nonprofit organizations.
Mr. Weldon graduated from Quinnipiac University and is a member of the school’s Board of Trustees.




14 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


Corporate governance
We have robust policies and procedures for the direction and management of our Firm. Our commitment to good corporate governance is integral to our business. Our key governance practices are described below.
PRINCIPLES
 
In performing its role, our Board of Directors is guided by our Corporate Governance Principles which establish a framework for the governance of the Board and the management of our Firm. The principles were adopted by the Board and reflect regulatory requirements and broadly recognized governance practices, including the New York Stock Exchange (“NYSE”) corporate governance listing standards. They are reviewed regularly and updated as appropriate. The full text can be found on our website at jpmorganchase.com, under the heading Governance, which is under the About Us tab.
BOARD STRUCTURE AND RESPONSIBILITIES
 
The Board of Directors is responsible for the oversight of management on behalf of our Firm’s shareholders. The Board and its committees meet periodically throughout the year to (i) review strategy, business and financial performance, risk and control matters, compensation and management development, and public responsibility matters; and (ii) provide guidance to and oversight of, and otherwise assess and advise, the Chief Executive Officer (“CEO”) and other senior executives. The Board’s leadership structure, described below, is designed to ensure that authority and responsibility are effectively allocated between the Board and management. Notwithstanding the strong oversight roles of the Lead Independent Director and committee chairs described below, all directors share equally in their responsibilities as members of the Board.
Independent oversight – All of our directors are independent, with the exception of our Chairman and CEO, James Dimon. The independent directors meet in executive session with no management present at each regularly scheduled in-person Board meeting, where they discuss any matter they deem appropriate.
 
Chairman of the Board – Our Chairman is appointed annually by all the directors. The Chairman’s responsibilities include:
— presiding at Board and shareholder meetings
— calling Board and shareholder meetings
— preparing meeting schedules, agendas and materials, subject to the approval of the Lead Independent Director
The Board believes it is important to retain flexibility
to determine the best leadership structure for any particular set of circumstances and personnel. These decisions should not be mechanical; they should be contextual and based on the particular composition of the Board, the particular CEO and the needs and opportunities of the Firm as they change over time.
At the present time, our Chairman is James Dimon, who is also the CEO. The Board believes this structure, together with a strong Lead Independent Director, currently provides the appropriate leadership and oversight of the Firm and facilitates effective functioning of both the Board and management. The Board has separated the positions in the past and may do so again in the future if it believes that would be in the best interests of the Firm.
Lead Independent Director – In 2013, the Board enhanced its independent oversight by converting the Presiding Director role to that of Lead Independent Director. The Lead Independent Director position includes all of the responsibilities and authorities of the Presiding Director, adds additional responsibilities and authorities and formalizes a number of the Board’s existing practices. The Lead Independent Director is appointed annually by the independent directors. The role includes the authority and responsibility to:
— call a Board meeting (as well as a meeting of the independent Directors of the Board) at any time
— preside over Board meetings when the Chairman is absent or his participation raises a possible conflict
— approve Board meeting agendas and add agenda items
— preside over executive sessions of independent directors, which take place at every regularly scheduled in-person Board meeting



JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   15


— meet one-on-one with the CEO after each regularly scheduled in-person Board meeting
— guide the annual performance evaluation of the Chairman and CEO
— guide independent director consideration of CEO compensation
— guide full Board consideration of CEO succession issues
— guide the annual self-assessment of the full Board
— facilitate communication between management and the independent directors
— be available for consultation with major shareholders and other constituencies where appropriate
Committee chairs – The Board has created a strong committee structure designed to ensure effective and efficient board operations. All committee chairs are independent and are appointed annually by the Board. See page 17 for further information about our committees. Committee chairs are responsible for:
— calling meetings of their committees
— presiding at meetings of their committees
— approving agendas and materials for their committee meetings
— 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 matters

 
CORPORATE GOVERNANCE STRUCTURE
The Board believes the strong committee structure, as shown in the chart below, enhances the Board’s oversight of the Firm’s management.







16 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


COMMITTEES OF THE BOARD
 
Our Board has five principal standing committees:
Audit Committee, Compensation & Management Development Committee, Corporate Governance & Nominating Committee, Public Responsibility Committee and Risk Policy Committee. Committees meet regularly in conjunction with scheduled board meetings and hold additional meetings as needed.
The charter of each committee can be found on our website at jpmorganchase.com, under the heading Governance, which is under the About Us tab.
The Board has determined that each of our committee members is independent in accordance with NYSE corporate governance listing standards. The Board has also determined that each member of the Audit Committee (James A. Bell, Crandall C. Bowles and Laban P. Jackson, Jr.) is an audit committee financial expert in accordance with the definition established by the SEC.
Our Board’s Corporate Governance Principles provide that Board members have complete access to management, and that the Board and its committees have the authority and the resources to seek legal or other expert advice from sources independent of management. The committees report their activities to and discuss their recommendations with the full Board.
The following highlights the key responsibilities of each standing committee.
Audit Committee
Provides oversight of:
The independent registered public accounting firm’s qualifications and independence
The performance of the internal audit function and the independent accounting firm
Management’s responsibilities to (i) assure that there is in place an effective system of controls to safeguard the Firm’s assets and income; (ii) assure the integrity of the Firm’s financial statements; and (iii) maintain compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations
 
Compensation & Management Development Committee
Reviews and approves the Firm’s compensation and benefit programs
Ensures the competitiveness of compensation programs
Provides oversight of the Firm’s compensation principles and practices and review of the relationship among risk, risk management controls, requirements of our regulators and compensation in light of the Firm’s objectives
Advises the Board on talent development, diversity and succession planning for key executives
Corporate Governance & Nominating Committee
Exercises general oversight for the governance of the Board, including by:
Reviewing and recommending proposed nominations for election to the Board
Evaluating the Board’s Corporate Governance Principles and recommending any changes
Approving the framework for Board assessment and self-evaluation
Recommending policies for Board compensation
Public Responsibility Committee
Provides oversight of the Firm’s policies and practices regarding public responsibility matters such as community investment, fair lending, sustainability, consumer practices, political activities and other public policy issues that reflect the Firm’s values and character and impact the Firm’s reputation among all of its shareholders
Risk Policy Committee
Provides oversight of the CEO’s, Chief Risk Officer’s and senior management’s responsibilities to:
Assess and manage the Firm’s credit risk, market risk, structural interest rate risk, investment risk, liquidity risk, fiduciary risk and model risk
Ensure there is in place an effective system reasonably designed to evaluate and control such risks throughout the Firm
Manage capital and liquidity planning and analysis



JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   17


The Board has two additional standing committees and may establish additional committees as needed:
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 consists of the CEO and the chairs of the Board’s five principal standing committees. It may exercise all the powers of the Board that lawfully may be delegated, but with the expectation that it would not take material actions absent special circumstances.
Specific Purpose Committees
The Board establishes committees as appropriate to address specific issues (“Specific Purpose Committees”). The Board currently has four such committees to provide required oversight in connection with certain regulatory orders (“Consent Orders”) issued by the Federal Reserve and the Office of the Comptroller of the Currency:
BSA/AML (Bank Secrecy Act/Anti-Money Laundering) Compliance Committee
Mortgage Compliance Committee
Sworn Documents Compliance Committee
Trading Compliance Committee
Other Specific Purpose Committees may be established from time to time to address other issues, including review of shareholder demands made in connection with pending or potential shareholder derivative litigation.
 
Each Consent Order committee is comprised of between two and four independent directors. They meet monthly to provide oversight for specific aspects of our control agenda and to monitor progress under action plans developed by management to address the issues identified under the applicable Consent Order.
In addition to the Consent Order committees, in 2012 the Board established a Review Committee (“Review Committee”) in connection with losses incurred in the Chief Investment Office (“CIO”). Additional information and analysis of the 2012 CIO losses can be found in our Report of the Review Committee of the Board of Directors of JPMorgan Chase & Co., dated January 15, 2013, which is publicly available on our website at jpmorganchase.com, under the heading CIO Reports, which is under the Investor Relations tab. This committee continues to meet as appropriate.
As the Firm achieves its objectives in each specific area, we expect these Specific Purpose Committees will meet less frequently and eventually their work will be concluded, at which time, subject to regulatory consent where applicable, these committees will be disbanded.







18 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


BOARD COMMITTEE MEMBERSHIP
AND 2013 MEETINGS
 
The following table summarizes the membership of the Board’s principal standing committees and Specific Purpose Committees in 2013, and the number of meetings that were held during 2013. In 2013, the Board met 13 times. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served.
All 2013 nominees, except one, were present at the annual meeting of shareholders held May 21, 2013.
 
The Audit Committee and the Risk Policy Committee hold joint meetings on matters of mutual interest. The Compensation & Management Development Committee meets at least annually with the Firm’s Chief Risk Officer and the Risk Policy Committee or its chairman to review the Firm’s compensation practices. This review includes the Firm’s safety and soundness in light of the Firm’s objectives and the avoidance of compensation practices that would encourage excessive risk-taking.


Board Committee Membership and 2013 Meetings
Director 1
 
Audit
 
Compensation &
Management
Development
 
Corporate
Governance &
Nominating
 
Public
Responsibility
 
Risk Policy
 
Specific Purpose Committees 2
Linda B. Bammann
 
 
 
 
 
 
 
Member
 
Member
 
D
James A. Bell
 
Member
 
 
 
 
 
 
 
 
 
A
Crandall C. Bowles
 
Member
 
 
 
 
 
Chair
 
 
 
A
Stephen B. Burke
 
 
 
Member
 
Member
 
 
 
 
 
 
James S. Crown
 
 
 
 
 
 
 
 
 
Chair
 
B
James Dimon
 
 
 
 
 
 
 
 
 
 
 
 
Timothy P. Flynn
 
 
 
 
 
 
 
Member
 
Member
 
D
Laban P. Jackson, Jr.
 
Chair
 
 
 
 
 
 
 
 
 
A,B,C,E
Michael A. Neal
 
 
 
 
 
 
 
 
 
Member
 
 
Lee R. Raymond 3
 
 
 
Chair
 
Member
 
 
 
 
 
C,E
William C. Weldon
 
 
 
Member
 
Chair
 
 
 
 
 
C,D,E
Number of meetings
  in 2013
 
15
 
6
 
5
 
4
 
8
 
47
1 
David M. Cote and Ellen V. Futter retired in July 2013. Before retiring, both Mr. Cote and Ms. Futter served on the Public Responsibility and Risk Policy Committees.
2 
The Board’s separately established Specific Purpose Committees and the number of meetings held by each during 2013 were:
A - BSA/AML(Bank Secrecy Act/Anti-Money Laundering) Compliance Committee – 13 meetings;
B - Mortgage Compliance Committee – 12 meetings;
C - Trading Compliance Committee – 14 meetings;
D - Sworn Documents Compliance Committee – three meetings; and
E - Review Committee in connection with the CIO – five meetings.
3 
Lead Independent Director
 








JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   19


BOARD EVALUATION
 
The Board conducts an annual assessment aimed at enhancing its effectiveness. This evaluation is led by the independent directors and guided by the Lead Independent Director. Each director is expected to participate and provide feedback on a range of issues, including the Board’s overall effectiveness; the Lead Independent Director’s performance; committee structure; the flow of information received from management; the nature and scope of agenda items; and shareholder communication. In addition, each of the principal standing committees conducts its own annual self-assessment. These evaluations are led by the committee chairs and generally include, among other topics, a review of the committee charter, the agenda for the coming year, and the flow of information received from management. The Governance Committee periodically appraises the framework for the Board evaluation process and the allocation of responsibility among committees.
BOARD COMMUNICATION
 
Communicating our strategy and financial performance to our shareholders and the broader investment community is critically important and is effected through quarterly earnings conference calls and materials, SEC filings, Investor Day, investor conferences and web communications. In addition, directors and senior executives engage throughout the year with shareholders and organizations interested in our performance or business practices through meetings and calls globally and we conduct an extensive shareholder outreach program twice a year.
In 2013, we expanded our outreach program to discuss a wider range of issues with a broader group of shareholders. Outreach discussions in the fall tend to focus on corporate governance matters and discussions in the spring tend to focus on issues specifically related to the proxy statement. In 2014, the Board endorsed the Shareholder-Director Exchange (SDX) Protocol, as a guide for effective, mutually beneficial engagement between shareholders and directors.
 
Shareholder outreach and input
In the fall of 2013, as part of our shareholder outreach program, we met with shareholders representing nearly 40% of our outstanding stock. In these highly interactive meetings, we heard many constructive comments on governance, compensation, shareholder communications and shareholder proposals. We have made a number of changes to our proxy statement this year to respond to what we heard from shareholders and better reflect our commitment to providing clear and transparent information to our shareholders.
In addition, through shareholder engagement, we reached agreement on the withdrawal of two proposals for the 2014 annual meeting of shareholders. The Sisters of Charity of Saint Elizabeth and a number of other sponsors submitted a proposal, subsequently withdrawn, asking that the Board commission a report describing the steps the Firm has taken to address a number of challenges it faced. In discussions with the proponents, we agreed that comprehensive communication around best practices and lessons learned is valuable for all of our shareholders and agreed to prepare a report similar to that proposed. This report will consolidate relevant information and be readily available to shareholders.
The Needmor Fund submitted a proposal, subsequently withdrawn, that the Board require that the Chairman of the Board be independent beginning with the next CEO transition. We began a dialogue with the proponents and agreed to continue discussions, focusing on major issues related to the Chairman and CEO roles at public companies, including factors corporate directors might consider in reviewing the implications of combining or separating the roles of Chairman and CEO.
At our annual meeting last spring, a majority of shareholders re-elected all of our directors. Nevertheless, through the voting at that meeting, a significant number of shareholders expressed a desire, reiterated during outreach calls, for the nomination (when possible) of additional directors with experience in risk management and the financial services industry and for enhancements to our corporate governance. We have since elected two new directors who are highly qualified in risk management and the financial services industry. We have also announced changes to our Corporate Governance Principles, including the establishment of a Lead Independent Director position (replacing the Presiding Director position) and



20 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


codification of a number of Board governance matters, as described in greater detail in this proxy statement on pages 15-16 and in our press release dated September 9, 2013, which is available on our website at jpmorganchase.com, under the heading Press Releases, which is under the About Us tab.
Shareholders and interested parties who wish to contact any Board member, including the Lead Independent Director, any committee chair, or the independent directors as a group, may mail their correspondence to: JPMorgan Chase & Co., Attention (name of Board member(s)), Office of the Secretary, JPMorgan Chase & Co., 270 Park Avenue, New York, NY 10017, or e-mail the Office of the Secretary at corporate.secretary@jpmchase.com.
DIRECTOR INDEPENDENCE
 
The Board’s commitment to independence begins with the individual directors. All of our non-management Board members are independent under the standards established by the NYSE and the Firm’s independence standards. Directors are determined to be independent if they have no disqualifying relationship, as defined by the NYSE, and if the Board has affirmatively determined they have no material relationship with JPMorgan Chase, directly or as a partner, shareholder or officer of an organization that has a relationship with JPMorgan Chase.
In determining the independence of each director, the Board uses the following criteria:
The Corporate Governance Principles adopted by the Board and published on our website at jpmorganchase.com, under the heading Governance, which is under the About Us tab
The NYSE corporate governance listing standards
The Board has reviewed the relationships between the Firm and each director and determined that in accordance with the NYSE’s and the Firm’s independence standards, each non-management director (Linda B. Bammann, James A. Bell, Crandall C. Bowles, Stephen B. Burke, James S. Crown, Timothy P. Flynn, Laban P. Jackson, Jr., Michael A. Neal, Lee R. Raymond and William C. Weldon) has only immaterial relationships with JPMorgan Chase. Accordingly, all directors other than Mr. Dimon are independent. Two directors (David M. Cote and Ellen V. Futter) who retired in July 2013 had only immaterial relationships
 
with JPMorgan Chase, and accordingly each was an independent director.
Because of the nature and broad scope of the services provided by the Firm, there may be ordinary course of business transactions between the Firm and any independent director, his or her immediate family members or principal business affiliations. These may include, among other things, extensions of credit and 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 any nonprofit organization of which a director is employed as an officer.
In making its determinations regarding director independence, the Board considered:
Consumer credit: extensions of credit provided to directors Bell and Jackson; and credit cards issued to directors Bammann, Bell, Bowles, Crown, Flynn, Jackson, Neal, Raymond, and Weldon, and their immediate family members
Wholesale credit: extensions of credit and other financial and financial advisory services provided to Springs Industries, Inc. and its subsidiaries, where Ms. Bowles was Chairman of the Board until June 2013; NBCUniversal, LLC and Comcast Corporation and their subsidiaries, where Mr. Burke is Chief Executive Officer and a senior executive, respectively; Henry Crown and Company, where Mr. Crown is President, and other Crown family-owned entities; and Valeant Pharmaceuticals International, Inc., where Mr. Weldon’s son is an Executive Vice President
Goods and services: leases of commercial office space from subsidiaries of companies in which Mr. Crown and members of his immediate family have indirect ownership interests; and national media placements with NBCUniversal and Comcast outlets
The Board reviewed these relationships in light of its independence standards and determined that none of them creates a material relationship between the Firm and the respective director or would impair the independence or judgment of the respective director.



JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   21


DIRECTOR COMPENSATION
 
The Board believes it is desirable that a significant portion of director compensation be linked to the Firm’s common stock.
Annual compensation
For 2013, each non-management director received an annual cash retainer of $75,000 and an annual grant, made when annual employee incentive compensation was paid, of deferred stock units valued at $170,000 on the date of grant. Beginning in 2014, the director’s annual grant of deferred stock units was increased to $225,000.
Effective July 17, 2013, the annual cash retainer for the chairs of the Audit and Risk Policy Committees was increased from $15,000 to $25,000; the annual cash retainer for members of the Audit Committee was increased from $10,000 to $15,000; and the annual cash retainer for members of the Risk Policy Committee was set at $15,000.
The increase in compensation for service on our Board and its principal standing committees reflects the demands for more comprehensive, detailed governance processes generally for public companies, and for companies in the financial services industry in particular, that have evolved since we last increased the director retainer and annual grant amounts in 2003 and initially paid an annual cash retainer to members of the Audit Committee in 2004.
Each deferred stock unit included in the annual grant to directors represents the right to receive one share of the Firm’s common stock and dividend equivalents payable in deferred stock units for any dividends paid. Deferred stock units have no voting rights. In January of the year immediately following a director’s termination of service, deferred stock units are distributed in shares of the Firm’s common stock in either a lump sum or in annual installments for up to 15 years as elected by the director.
 
The following table summarizes the current annual compensation for non-management directors.
Compensation
Amount ($)

Board retainer
$
75,000

Lead Independent Director retainer
30,000

Audit and Risk Committee chair retainer
25,000

All other committees chair retainer
15,000

Audit and Risk Committee member retainer
15,000

Deferred stock unit grant
225,000

The Board may periodically ask directors to serve on 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 2013 Director compensation table on the following page.
Stock ownership: no hedging, no pledging
As stated in the Corporate Governance Principles, directors agree that, for as long as they serve, they will retain all shares of the Firm’s common stock purchased on the open market or received pursuant to their service as a Board member. 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.
Deferred compensation
Each year non-management 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, 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.



22 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


2013 Director compensation table
The following table shows the compensation for each director in 2013.
Director
Fees earned or 
paid in cash ($) 1
 
 
Other fees earned or 
paid in cash ($) 2
 
2013 Stock 
award ($) 3
 
Total ($)
 
Linda B. Bammann 4
 
$
26,250

 
 
$
5,000

 
$

 
$
31,250

James A. Bell
 
87,278

 
 
22,500

 
170,000

 
279,778

Crandall C. Bowles
 
102,278

 
 
20,000

 
170,000

 
292,278

Stephen B. Burke
 
75,000

 
 

 
170,000

 
245,000

David M. Cote 4
 
43,750

 
 

 
170,000

 
213,750

James S. Crown
 
101,389

 
 
36,833

 
170,000

 
308,222

Timothy P. Flynn
 
81,833

 
 
7,500

 
170,000

 
259,333

Ellen V. Futter 4
 
43,750

 
 

 
170,000

 
213,750

Laban P. Jackson, Jr.
 
106,834

 
 
191,833

 
170,000

 
468,667

Michael A. Neal 4
 

 
 

 

 

Lee R. Raymond 5
 
113,500

 
 
20,000

 
170,000

 
303,500

William C. Weldon
 
90,000

 
 
45,722

 
170,000

 
305,722

1 
Includes fees earned, whether paid in cash or deferred, for service on the Board of JPMorgan Chase. Effective July 17, 2013, the fees for the chairs of the Audit and Risk Committees were increased from $15,000 to $25,000; the fee for members of the Audit Committee was increased from $10,000 to $15,000; and the fee for members of the Risk Committee was set at $15,000. Fees paid in 2013 were pro-rated.
2 
Includes fees paid to non-management directors who serve on the Board of Directors of JPMorgan Chase Bank, N.A., (“Bank”) a wholly-owned subsidiary of JPMorgan Chase, or are members of one or more Specific Purpose Committees. Effective July 17, 2013, the fee for the members of the Board of the Bank was set at $15,000 and the fee for the Chairman of the Board of the Bank was set at $25,000. Messrs. Crown, Jackson and Weldon, as directors of the Bank, received fees of $6,833, and as Chairman of the Board of the Bank, Mr. Weldon received an additional fee of $11,389; these fees were pro-rated. A fee of $2,500 is paid for each Specific Purpose Committee meeting attended and Ms. Bammann attended two meetings; Mr. Bell attended nine meetings; Ms. Bowles attended eight meetings; Mr. Crown attended 12 meetings; Mr. Flynn attended three meetings; Mr. Jackson attended 30 meetings; Mr. Raymond attended eight meetings; and Mr. Weldon attended 11 meetings. Also includes for Mr. Jackson $110,000 in compensation during 2013 in consideration of his service as a director of J.P. Morgan Securities plc, an indirect wholly-owned subsidiary of JPMorgan Chase and one of the Firm’s principal operating subsidiaries in the United Kingdom.
3 
On January 17, 2013, each director received an annual stock award in an amount of deferred stock units equal to $170,000, based on a grant date fair market value of $46.58. The aggregate number of option awards and stock awards outstanding at December 31, 2013, for each current director is included in the “Security ownership of directors and executive officers” table on page 56 under the columns “Options/SARs exercisable within 60 days” and “Additional underlying stock units,” respectively. All such awards are vested.
4 
Ms. Bammann joined the Board in September 2013. Mr. Cote and Ms. Futter retired from the Board in July 2013. Retainers for Board and committee memberships were pro-rated. Mr. Neal joined the Board in January 2014.
5 
As Lead Independent Director, Mr. Raymond received an additional retainer fee of $23,500; this fee was pro-rated.





JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   23


Risk Management
Risk is an inherent part of our business, and effective risk management is a top priority. With leadership from our Operating Committee and oversight by the Board, we have developed a control agenda that is intended to manage risk in the interests of our Firm and our shareholders. Our approach to risk management is to create a culture of risk transparency, awareness and personal responsibility. The Firm believes that risk management is the responsibility of every employee. Employees are expected to operate with the highest standards of integrity and to identify, escalate and correct mistakes.
DEFINING RISK APPETITE
 
Our risk appetite is established by management taking into consideration the Firm’s capital and liquidity positions, earnings power and diversified business model. The risk appetite framework is a tool to measure the capacity to take risk and is expressed in loss tolerance parameters at the Firm and/or line of business (“LOB”) levels, including net income/loss tolerances, liquidity limits and markets limits.
The CEO, Chief Financial Officer (“CFO”), Chief Operating Officer (“COO”) and Chief Risk Officer (“CRO”) set and approve the firm-level risk appetite parameters. The LOB CEOs, CFOs and CROs are responsible for setting the risk appetite parameters for their respective LOBs subject to approval by the Firm’s CEO, CFO, COO and CRO.
The Board of Directors’ Risk Policy Committee approves the Firm’s Risk Appetite Policy, and approves such policies as may be designated by the Risk Policy Committee as primary risk policies, and annually reviews and approves any material changes to such policies. As of December 2013, the Risk Policy Committee has designated the following as Primary Risk Policies: Capital Management, Consumer Risk Management, Country Risk Management, Liquidity Risk Oversight & Liquidity Management, Market Risk Management, Model Risk Management, Operational Risk Management, Principal Risk Management, Reputation Risk Management, Risk Appetite, Risk Management Governance, Interest Rate Risk Management and Wholesale Credit Risk Management Principles.
 

MANAGING RISK
 
Risk Management, under the direction of the Firm’s CRO, provides a firmwide independent function for the management of risk. The CRO reports to the CEO and is additionally accountable to the Board, for those matters specified in the charter of the Risk Policy Committee.
The Firmwide Risk Committee, co-chaired by the Firm’s CEO and CRO, provides oversight of the risks inherent in the Firm’s businesses, including market, credit, principal, structural interest rate, operational risk framework, fiduciary, reputational, country, liquidity and model risks. Each LOB is responsible for decisions relating to risk strategy, policy, measurement and control within its respective business. This happens primarily through LOB Risk Committees, co-chaired by the LOB CEO or equivalent and the LOB CRO, which escalate line of business risk topics to the Firmwide Risk Committee as appropriate.
There are various firmwide committees and functions, and forums with risk management-related responsibilities. In addition, the Firm has other management committees and forums at the LOB and regional levels, where risk-related topics are discussed and escalated as necessary. The membership of these committees includes senior management of the Firm’s business and control functions. The committees meet regularly to discuss a broad range of topics.
The Firm’s Risk Management Organization and other Firmwide functions with risk-related responsibilities (e.g., Regulatory Capital Management Office, Oversight and Control Group, Valuation Control Group, Legal and Compliance) provide independent oversight of the monitoring, evaluation and escalation of risk.
The Firm approaches its incentive compensation arrangements through an integrated risk, compensation and financial management framework to encourage a culture of risk awareness and personal accountability. For further information on our compensation practices see Compensation Discussion and Analysis on pages 29-46.



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BOARD OVERSIGHT
 
The Board of Directors provides oversight of risk principally through the Board of Directors’ Risk Policy Committee, Audit Committee and, with respect to compensation, Compensation & Management Development Committee. Primary responsibility with respect to oversight of market risk, credit risk, principal risk, structural interest rate risk, fiduciary risk, country risk, liquidity risk, and model risk rests with the Risk Policy Committee, while primary responsibility with respect to oversight of operating risk, legal risk and compliance risk rests with the Audit Committee. Each committee of the Board oversees reputation risk issues within its scope of responsibility.
CODE OF CONDUCT AND CODE OF ETHICS FOR FINANCE PROFESSIONALS
 
The JPMorgan Chase Code of Conduct (“Code”) (available on our website at jpmorganchase.com, under the heading Governance, which is under the About Us tab) is a collection of rules and policy statements that provide guidance and resources intended to assist employees in making decisions about their conduct in relation to the Firm’s business. The Code is a critical component in helping us maintain high professional standards, and employees and directors are required to affirm their personal compliance with the Code annually. We also provide a Code Reporting Hotline operated 24/7 by an independent third party, through which employees can anonymously report suspected violations of the Code or other policies. Suspected violations of the Code are investigated by the Firm and may result in an employee being cleared of the suspected violation or an escalating range of actions depending upon the facts and circumstances. These actions range from a warning to a variety of measures pursued by our human-resources professionals including the reduction of compensation and/or clawbacks and ultimately separation of employment. The Chief Compliance Officer annually reports to the Audit Committee on the Code of Conduct program and reviews the record of compliance.
 
The Firm also has a Code of Ethics for Finance Professionals (“Code of Ethics”) that applies to the CEO, CFO, Chief Accounting Officer and all other professionals of the Firm worldwide serving in a finance, accounting, corporate treasury, tax or investor relations role. The purpose of our Code of Ethics is to promote honest and ethical conduct and compliance with the law, particularly as related to the maintenance of the Firm’s financial books and records and the preparation of our financial statements. Employees to whom the Code of Ethics applies must affirm their compliance with the Code of Ethics and the Code of Conduct.
Certain key governance policies
VOTING STANDARDS
 
Majority voting for directors
The Firm’s By-laws provide a majority voting standard for election of directors in uncontested elections, with resignation tendered by any incumbent director who is not re-elected.
Simple majority requirements
The Firm’s By-laws also provide that a majority of the shares outstanding is required and sufficient for a determinative vote. There are no supermajority vote requirements.
SPECIAL SHAREHOLDER MEETINGS AND ACTION BY WRITTEN CONSENT
 
The Firm’s By-laws permit shareholders holding at least 20% of the outstanding shares (net of hedges) of our common stock to call special meetings. In addition, last year shareholders approved an amendment to the Firm’s Certificate of Incorporation to permit shareholders holding at least 20% of the outstanding shares of our common stock to act by written consent on terms substantially similar to the terms applicable to call special meetings.
PUBLIC POLICY ENGAGEMENT
 
We believe that responsible corporate citizenship requires a strong commitment to a healthy and informed democracy through civic and community involvement. Moreover, our business is subject to extensive laws and regulations at the international, federal, state and local levels. Changes in such laws can



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significantly affect how we operate, our revenues and the costs we incur. Because of the potential impact public policy can have on our businesses, employees, communities and customers, we engage in the political process and work to advance and protect the long-term interests of the Firm. Information about our approach, policies and procedures regarding political activities and legislative lobbying can be found on our website at jpmorganchase.com/politicalactivities.
Our political activities are subject to oversight by the Board’s Public Responsibility Committee, which provides guidance to the Board and management on significant policies and practices regarding political contributions, major lobbying priorities, and principal trade association memberships that relate to the Firm’s public policy objectives. The Global Government Relations department implements these policies and manages all political activities conducted by the Firm. The department reports to the Head of Corporate Responsibility and prepares an annual review for the Board’s Public Responsibility Committee. This leadership provides a continued focus on those public policy issues most relevant to the long-term interests of our business, clients and shareholders.
Our policies prohibit contributions of corporate funds to candidates, political party committees or political action committees (“PACs”). Contributions by the Firm’s PACs are supported entirely by voluntary contributions made by employees and are used to support candidates, parties or committees whose views on specific issues are consistent with the Firm’s priorities. Contributions made by the PACs are subject to legal disclosure requirements and are reported in filings with the Federal Election Commission and the relevant state or local election commissions, and are publicly available on our website.
We may, from time to time, use corporate funds to support or oppose state or local ballot initiatives that affect our business. No corporate funds are used to make contributions to broad-based groups organized under Section 527 of the Internal Revenue Code. The Firm’s PACs may make contributions to ballot committees and 527 groups; however, contributions to 527s are primarily membership dues and are not used to support the election of any specific candidate or for the purpose of funding specific expenditures or communications. We voluntarily provide information about these contributions on our website.
 
We may occasionally support groups organized under Section 501(c)(4) of the Internal Revenue Code on public policy matters, but not for electoral purposes. When we do support such groups, we will seek to disclose that information.
We do not use corporate funds to make independent political expenditures, including electioneering communications.



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Proposal 2:
Advisory resolution to approve
executive compensation




 

Approve the Firm’s compensation practices and principles and their implementation for 2013 for the compensation of the Firm’s Named Executive Officers as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in this proxy statement.
 
RECOMMENDATION:
Vote FOR approval
 





Proposal 2 — Advisory resolution to approve executive compensation
ADVISORY RESOLUTION
 
As discussed in the Compensation Discussion and Analysis, the Board of Directors believes that JPMorgan Chase’s long-term success as a premier financial services firm depends in large measure on the talents of the Firm’s employees. The Firm’s compensation system plays a significant role in the Firm’s ability to attract, retain and motivate the highest quality workforce. The principal underpinnings of the Firm’s compensation system are an acute focus on performance, shareholder alignment, sensitivity to the relevant marketplace, and a long-term orientation.
As required by Section 14A of the Securities Exchange Act, this proposal seeks a shareholder advisory vote to approve the compensation of our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K through the following resolution:
 
“Resolved, that shareholders approve the Firm’s compensation practices and principles and their implementation for 2013 for the compensation of the Firm’s Named Executive Officers as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in this proxy statement.”
Because this is an advisory vote, it will not be binding upon the Board of Directors. However, the Compensation & Management Development Committee will take into account the outcome of the vote when considering future executive compensation arrangements. We will include an advisory vote on executive compensation on an annual basis at least until the next shareholder advisory vote on the frequency of such votes.
 
The Board of Directors recommends a vote 
FOR this advisory resolution to approve executive compensation.
 





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Compensation discussion and analysis
EXECUTIVE SUMMARY
 
We design our executive compensation program to be consistent with best practice, support our businesses in achieving their key goals and imperatives, and drive shareholder value. Our pay programs, which must comply with directives from our regulators, are governed by a set of sound principles. We continually review and improve our pay practices to ensure they
 
support our businesses in the face of an ever-changing operating environment. In 2013, we made several enhancements to our practices so that our compensation program continues to be aligned with shareholder interests. The following Compensation Discussion and Analysis (“CD&A”) is organized around four key considerations (summarized in the exhibit below) that we believe shareholders should focus on in their evaluation of our Say on Pay proposal.



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Our businesses exhibited strong performance in 2013, despite a challenging regulatory and litigation environment and additional capital requirements. Key business accomplishments and results for 2013 include:
Strong and sustained underlying performance across all businesses
Firmwide results negatively impacted by fines and settlements
Significant progress enhancing controls and addressing regulatory items
Execution of strategic priorities that better position the Firm for long-term success
We delivered a 37% total return to shareholders in 2013 and continue to deliver sustained financial performance.
STRONG UNDERLYING PERFORMANCE
 
Our businesses achieved strong underlying performance in a challenging environment while maintaining a fortress balance sheet – ending the year with a Basel III Tier 1 common ratio of 9.5%, significantly above last year’s ratio of 8.7%. Highlights of 2013 performance for each major line of business and the Firm are provided below.


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REGULATORY FINES AND SETTLEMENTS
 
Total firmwide legal expense for 2013 was $11.1 billion, as we reached several important resolutions with government agencies and private parties and made significant progress on our control, regulatory and litigation agenda. It was in the best interests of JPMorgan Chase and its shareholders to resolve these issues and move forward. With the progress on these matters, the Firm can focus on continuing to serve its clients and communities around the world. Despite tremendous challenges, the Firm earned $17.9 billion in net income in 2013, compared with $21.3 billion in the previous year.1 
SIGNIFICANT PROGRESS IN ENHANCING CONTROLS AND ADDRESSING REGULATORY ISSUES
 
A strong and sustainable control environment is integral to delivering our services properly and maintaining the Firm’s reputation for integrity and excellence. Mr. Dimon has led the way in this initiative by confronting our legal and regulatory issues and committing the effort and resources necessary to address them. Although many significant settlements were only recently concluded, the Firm did not wait for final resolution before taking responsive measures. As Mr. Dimon stated in his 2013 letter to shareholders, controls are the Firm’s number one priority. Management has embraced this mandate, and actions have been taken and are continuing as described in this proxy statement. Enhancements to our risk and control practices, as they relate to compensation, include:
We implemented an enhanced risk review process in all lines of business and for our corporate functions that identifies and evaluates relevant risk and control issues that surface in various forums (Risk Committee, Business Control, etc.) and, when appropriate, initiates human resources-related remedial actions such as reduction of variable compensation or separation of employment.
Incentive compensation pools are reviewed to ensure that business performance, including the impact of risk and control items, are considered prior to developing preliminary incentive pool guidance. The context for incentive compensation starts with
 
our financial performance. We then take into account other qualitative factors including progress against strategic priorities, risk and control outcomes, staffing changes, people management priorities and competitive market trends.
STRATEGIC PRIORITIES AND LONG-TERM SUCCESS
 
Our performance in 2013 also reflects our commitment to invest in our businesses, the market leadership of our franchises, and our effectiveness in executing our core business strategies. We believe the following actions we took in 2013 position us to continue to deliver sustained shareholder value:
Made the regulatory and control agenda the top priority for the Firm through an unprecedented, firmwide, multi-year effort. We have deployed substantial resources to this effort, including increasing the amount spent on the control agenda by approximately $1 billion in 2013, with an expectation of spending approximately an additional $1 billion in 2014 on this initiative. We have dedicated managerial focus, and made changes in our organizational structure, processes and systems to get this done promptly and properly.
Simplified our business and refocused on our priorities by investing in our core franchises that support our long-term strategy, while working to exit non-core businesses, including physical commodities and student loan origination.
Resolved a number of outstanding claims with government agencies and private parties, thereby allowing us to focus our energies on serving our clients and building our business.
Strengthened the Firm’s leadership by investing considerable time and resources in a disciplined talent review process and an enhanced executive development program to ensure we have a strong pipeline of talented and diverse business leaders for today and the foreseeable future.



________________
1 The Firm resolved several significant regulatory and litigation matters including, in January 2013, entering into consent orders with its banking regulators relating to the Firm’s Bank Secrecy Act/Anti-Money Laundering policies, procedures and controls, and with respect to the risk management and control functions in the Firm’s Chief Investment Office; the settlements in November 2013 of certain repurchase representation and warranty claims by a group of institutional investors and with the U.S. Department of Justice, several other federal agencies and several State Attorneys General relating to certain residential mortgage-backed securitization activities of the Firm, The Bear Stearns Companies Inc. (“Bear Stearns”) and Washington Mutual (“WaMu”), including events at Bear Stearns and WaMu that predated the Firm’s ownership; and the Deferred Prosecution Agreement entered into in January 2014 with the U.S. Department of Justice and related agreements with the Office of the Comptroller of the Currency and the Financial Crimes Enforcement Network relating to Bernard L. Madoff Investment Securities LLC and Bank Secrecy Act/Anti-Money Laundering policies, procedures and controls.  


JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   31


LONG-TERM FINANCIAL PERFORMANCE
 
The Firm has delivered strong financial performance over a sustained period of time, increasing our tangible book value per share (“TBVPS”) from $22.52 to $40.81 (from 2008 to 2013) – a 13% compound annual increase over this period. Over the same period, we have also consistently increased diluted earnings per share (“EPS”) each year, except for 2013, due to fines and settlements with government agencies and private parties – a compound 26% annual increase. The exhibit below sets forth our TBVPS and EPS over the period.
TOTAL SHAREHOLDER RETURN
 
We delivered a 37% return to shareholders in 2013, outperforming the S&P 500 Index by five percentage points. The exhibit below shows that our TSR1 over a one-year, three-year, and five-year period generally outperformed the financial services industry, as measured by the industry-specific KBW Bank Index (“BKX”) and S&P Financials Index (“S5FINL”).


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PAY-FOR-PERFORMANCE FRAMEWORK
 
Our Compensation & Management Development Committee (“CMDC”) uses a balanced approach in making compensation-related decisions and considers numerous factors to ensure that variable incentive awards reflect both business and individual performance over a multi-year time frame, account for risk and control outcomes, and appropriately balance achievement towards short- and long-term objectives. Specifically, the CMDC assesses Named Executive Officers’ (“NEOs”) performance against (1) business results, (2) client/customer goals, (3) people objectives and (4) risk and control outcomes. Pay is also assessed in the context of the external market, to ensure pay levels are competitive and reasonable.
Since our business is diverse and does not lend itself to a simple formulation to determine a single “score” or outcome that is determinative of overall performance and/or pay, the CMDC’s approach relies on sound business judgment. This disciplined, non-formulaic approach, which provides the CMDC with discretion in determining compensation for our NEOs, appropriately balances achievement towards short- and long-term strategic priorities. The Pay-for-Performance exhibit illustrates the balanced and holistic framework used for determining incentive award levels for the Operating Committee (including our NEOs) and other executives.
INTEGRATING RISK WITH THE COMPENSATION FRAMEWORK
 
We approach our incentive compensation arrangements through an integrated risk, compensation and financial management framework to encourage a culture of risk awareness and personal accountability. In addition, we use balancing mechanisms, such as risk-adjusted metrics, deferrals and multi-year vesting on equity incentives so that compensation reflects the relationship of near-term rewards to longer-term risks.
CEO AND OTHER NEO PAY DETERMINATIONS
 
Litigation, control and other regulatory-related matters were considered in determining 2013 NEO pay levels and incentive pools for all other employees. NEO pay levels were adjusted to account for the negative impact of the fines and settlements
 



on our firmwide results, although we do not believe our NEOs are responsible for the 2013 fines and settlements related to the activities of Bear Stearns and WaMu prior to their acquisition by the Firm. While we adjusted NEO pay levels, we sought to achieve an appropriate balance by rewarding our NEOs for their otherwise strong performance, including:
TSR of 37% for the year, and outperforming financial services industry on a three- and five-year basis
Strong financial performance over a sustained period of time, as measured by both TBVPS and EPS
Strong underlying line-of-business results, despite legal and regulatory headwinds
Firm net income of $17.9 billion
Significant investment in our people, processes, systems and technology to enhance controls
Simplified our businesses and reduced risks associated with less profitable, non-core businesses
Further strengthened our fortress balance sheet



JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   33


JAMES DIMON: CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Mr. Dimon became Chairman of the Board on December 31, 2006, and has been Chief Executive Officer and President since December 31, 2005. His key achievements in 2013 and related compensation are provided below.
Mr. Dimon’s 2013 compensation in context
The decision to pay Mr. Dimon an incentive award of $18.5 million and total compensation of $20 million for 2013 reflects his strong performance during the year, his outstanding sustained performance and the Firm’s 2013 results as impacted by the resolution of the legal and regulatory matters described on the previous page. Furthermore, the independent Board members considered Mr. Dimon’s performance in the context of the external market for talent, including our Primary and Secondary Peer Groups (as described in detail on page 43), and concluded that, given his strong performance, and the compensation paid to other CEOs (and their respective firms’ performance), an equity incentive award of $18.5 million was commensurate with his performance, and competitive with the external market. The exhibit below sets forth Mr. Dimon’s most recent six-year total compensation, which has varied significantly over this period based on his performance and the performance of the Firm.


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MARIANNE LAKE: CHIEF FINANCIAL OFFICER
Ms. Lake was appointed Chief Financial Officer on January 1, 2013. She previously served as the CFO of our Consumer & Community Banking business from 2009 through 2012. Ms. Lake served as the heritage Investment Bank’s Global Controller in the Finance and Business Management organization from 2007 to 2009 and was previously in the Corporate Finance group managing global financial infrastructure and control programs.
Ms. Lake’s key achievements in 2013 and related compensation are provided below.


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DANIEL PINTO: CEO CORPORATE & INVESTMENT BANK
MICHAEL CAVANAGH: FORMER CO-CEO CORPORATE & INVESTMENT BANK
Messrs. Cavanagh and Pinto were appointed as Co-CEOs of Corporate & Investment Bank (“CIB”) in July 2012. As announced by the Firm, on March 25, 2014, Mr. Pinto became sole CEO of CIB. Mr. Pinto has also been Chief Executive Officer of Europe, the Middle East and Africa (“EMEA”) since June 2011. Mr. Cavanagh stepped down as Co-CEO of CIB and as a member of the Operating Committee on March 24, 2014, and is expected to leave the Firm during the second quarter of 2014.
Messrs. Pinto’s and Cavanagh’s key achievements in 2013 and related compensation are provided below.




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MATTHEW ZAMES: CHIEF OPERATING OFFICER
Mr. Zames was named Chief Operating Officer for the Firm in April 2013, after previously serving as Co-COO. In this role, he oversees a number of firmwide functions and works closely with the lines of business and corporate functions to achieve the Firm’s strategic priorities. His responsibilities include:
Management of the Firm’s liquidity, funding and structural interest rate risk, including the Chief Investment Office and Treasury
Management of several strategic firmwide functions including Global Technology and Operations, Oversight & Control, Compliance, Mortgage Capital Markets, Corporate Strategy, Regulatory Affairs, Real Estate, Procurement, Security & Safety, General Services and Military & Veteran Affairs
Mr. Zames’ key achievements in 2013 and related compensation are provided below.


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2013 NAMED EXECUTIVE OFFICER COMPENSATION
 
The table below sets forth compensation awarded to our NEOs in connection with 2013, including salary and performance-based compensation paid in 2014 for 2013 performance. The table also contains compensation with respect to 2011 and 2012, for those individuals who were NEOs in those years and reported in the Summary Compensation Table (“SCT”).
Interpreting 2013 NEO compensation
The table above is presented to show how the CMDC viewed compensation awarded for 2013. It differs from how compensation is reported in the SCT, which is required by the SEC, and is not a substitute for the information required by the SCT. There are two principal differences between the SCT and the table above:
1.
The Firm grants both cash and equity incentive compensation after the earnings for a performance year have been announced. In both the table above and the SCT, cash incentive compensation paid in 2014 for 2013 performance is shown as 2013 compensation. The table above treats equity awards (restricted stock units ["RSUs] and stock appreciation rights ["SARs"]) similarly, so that equity awards granted in 2014 for 2013 performance are shown as 2013 compensation. The SCT reports the value of equity awards in the year in which they are made. As a result, equity awards shown in the SCT reflect awards granted in 2013 in respect of 2012 performance.
2.
The SCT reports the change in pension value and nonqualified deferred compensation and all other compensation. These amounts are not shown above.



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PAY MIX
 
Our compensation program provides for an appropriate mix between base salary, cash incentives and equity incentives that vest over time. We firmly believe that the vast majority of our NEO pay should be performance-based, wherein pay levels are directly linked to the achievement of business goals and key imperatives. In addition, to encourage our NEOs to focus on the long-term success of the Firm while avoiding excessive risk-taking, we defer the majority of incentive compensation into long-term equity, awarding it in the form of restricted stock units (“RSUs”) which vest over three years and are subject to extensive recovery provisions.
For 2013, the Board deferred 100% of Mr. Dimon’s incentive compensation into restricted stock units in order to continue to align the future value of his incentives to the performance of the Firm, including progress on the Firm’s regulatory and control agenda. For the other NEOs, approximately 60% of incentive compensation was deferred into restricted stock units pursuant to our firmwide deferral guidelines, established by the CMDC (excluding Mr. Pinto whose compensation mix reflects legally required U.K. standards). The following exhibit sets forth our CEO and other NEOs’ actual 2013 pay mix.




 






JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   39


DIRECT PAY ELEMENTS
 
We believe that our pay elements serve a fundamental role in motivating our executives to deliver sustained shareholder value. The exhibit below sets forth our direct compensation elements for 2013.
LONG-TERM EQUITY INCENTIVE PROGRAM
 
Our equity incentive program is performance-based, drives corporate results and aligns both the short- and long-term interests of our NEOs with those of shareholders. In determining award levels to NEOs, the CMDC (and independent Board members for the CEO) considers performance during the year, as well as historical performance. This approach supports our commitment to sustained shareholder value by motivating our NEOs to achieve long-term goals (versus short-term milestones only). Once an award is made, it is subject to a three-year vesting period with the ultimate payout value based on our stock price at the time of vesting. Furthermore, our ownership
 
requirements subject a significant portion of our NEOs’ equity to the movement in our stock price, thus further aligning their interests with those of shareholders. RSUs carry no voting rights; however, dividend equivalents are paid on the RSUs at the time actual dividends are paid on JPMorgan Chase common stock. The exhibit below provides an overview of how our equity program works, and illustrates our focus on driving sustained shareholder value, by compensating our NEOs based on their long-term performance and holding them accountable (through clawback provisions) for any applicable risks identified during and after vesting.



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We design our executive compensation program to be performance driven, competitive with the market and responsibly governed with direct oversight by the Board, as set forth in the table below.


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42 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


OTHER COMMITTEE RESPONSIBILITIES
 
In addition to approving compensation for Operating Committee members, each year the CMDC, with the Firm’s Chief Risk Officer, reviews the Firm’s compensation programs and their relationship with risk. The objective is to ensure that compensation programs do not encourage unnecessary or excessive risk-taking. The CMDC also meets at least annually with the Risk Policy Committee and the Chief Risk Officer. The CMDC also reviews the compensation of a number of the Firm’s highly compensated individuals globally, as well as certain senior employees, including U.K. employees covered by regulations of the Prudential Regulation Authority and U.S. employees covered by guidance of the Federal Reserve. This is to ensure consistency with applicable regulatory standards in the principal jurisdictions in which the Firm operates.
In addition, the CMDC approves the formula, pool calculation and performance goals for the shareholder approved Key Executive Performance Plan (“KEPP”) as required by Section 162(m)(1) of the U.S. Internal Revenue Code. The CMDC does not require all compensation to be awarded in a tax-deductible manner, but it is their intent to do so when consistent with overall corporate objectives.
The CMDC has delegated authority to the Head of Human Resources to administer and amend our compensation and benefits programs.
EVALUATING MARKET PRACTICES
 
In order to effectively attract, motivate, and retain our executives, the CMDC periodically examines market data for both pay levels and pay practices. While benchmarking data provides the CMDC with useful information regarding our competitors, the CMDC does not target any specific positioning (e.g., 25th percentile, 50th percentile, etc.), nor does it use a formulaic approach in determining competitive pay levels.
 
Instead, the CMDC uses this data as a reference, which is considered in the context of the executives’ performance during the year. In addition, since the Firm rotates some of its executive officers among the leadership positions of its businesses and key functions as part of their development, the CMDC also places importance on the internal pay relationships among members of the Operating Committee.
Given the diversity of the Firm’s businesses, it is challenging to develop a single set of peer companies for purposes of compensation benchmarking. For example, while certain companies conduct business activities similar to ours, many are smaller in size and scope. To address this challenge, the CMDC has developed both a primary peer group (composed of large financial service companies that the Firm competes with directly, for both business and talent) and a secondary peer group (composed of large, global leaders across multiple industries). Specific factors considered in determining companies for inclusion in the Firm’s peer groups include:
Financial services industry
Significant global presence
Global iconic brand
Industry leader
Large size (revenue greater than $50 billion)
Recruits top talent
In benchmarking our NEO pay levels, the CMDC uses market data from both peer groups, and considers the size of the companies and the nature of their businesses in using this data. The table below lists the companies in both our peer groups.
Due to our diverse operations, the CMDC also references other firms for comparison, including Barclays, BNY Mellon, BlackRock, Capital One Financial, Credit Suisse, Deutsche Bank, HSBC and UBS.



JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   43


We designed our executive compensation program to hold executives accountable, when appropriate, for material actions or items that negatively impact business performance in current or future years. We have put in place rigorous and extensive clawback/recoupment provisions on both cash incentives and equity awards, which enable us to reduce or cancel unvested awards and recover previously paid compensation in certain situations. Furthermore, we have mandatory share ownership and share retention requirements, and a strict no-hedging/pledging policy, which further bolster individual accountability.
 
CLAWBACK/RECOVERY OF VESTED AND UNVESTED AWARDS
 
Incentive awards are intended and expected to vest according to their terms, but strong recovery provisions permit recovery of incentive compensation awards in appropriate circumstances. We also retain the right to reduce current year incentives to redress any prior imbalance that we have subsequently determined to have existed. The table below provides details on the extensive clawback provisions that apply to our Operating Committee members (including the NEOs):




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RECOVERY PROCEDURES
 
Issues that may require recovery determinations may be raised at any time, including in meetings of the Firm’s risk committees, quarterly Human Resources risk assessments, annual assessments of employee performance and when material risk-takers resign or their employment is terminated by the Firm. We believe it is important to have a well-defined process to govern these determinations as described below.
A formal compensation review would occur following a determination that the cause and materiality of a risk-related loss, issue or other sets of facts and circumstances warranted such a review, and in the circumstances set forth under the protection-based vesting provisions described in the exhibit on page 44.
The CMDC is responsible for determinations involving Operating Committee members (determinations involving the CEO are subject to ratification by independent members of the Board). The CMDC has delegated authority for determinations involving other employees to the Director of Human Resources.
The Head of Human Resources is responsible for determinations involving all other employees based on reviews and recommendations made by a committee generally composed of the Firm’s senior Risk, Human Resources, Legal, Compliance and Financial officers and the chief executive officer of the line of business for which the review was undertaken.
EMPLOYEE PERFORMANCE ASSESSMENTS
 
In addition to formal recovery and protection-based vesting provisions, management has implemented a number of compensation practices that we believe discourage inappropriate employee behavior. Employee performance reviews include risk and control considerations, and we retain the flexibility to reduce current year incentives. When warranted, employment may be terminated and individuals may be required to forfeit unvested awards, with certain previously distributed shares also subject to recovery.
 
NO HEDGING/PLEDGING
 
Directors and Operating Committee members are expressly prohibited from hedging the economic risk of their ownership of our shares, even for shares owned outright. In addition, short sales, hedging of unvested RSUs or unexercised options or SARs, and hedging of deferred compensation are strictly prohibited for Directors and all employees (including Operating Committee members). Employees (other than Operating Committee members) that own shares outright, are permitted to hedge shares, subject to compliance with window period policies that restrict transactions in JPMorgan Chase’s shares pending the release of earnings and applicable preclearance rules. In addition, shares held directly by an Operating Committee member or Director may not be held in margin accounts or otherwise pledged.
OWNERSHIP GUIDELINES AND RETENTION REQUIREMENTS
 
In addition to our longstanding executive share retention policy, new ownership requirements were added to the policy in 2013 and became effective January 1, 2014. Operating Committee members, including our NEOs, are required to own a minimum of between 200,000 to 400,000 shares of the Firm’s common stock, with the CEO required to own a minimum of 1,000,000 shares, in each case while a member of the Operating Committee. These threshold amounts include shares owned outright and 50% of unvested RSUs (but do not include options or stock appreciation rights). Operating Committee members must retain 75% of their shares until they meet threshold levels, and must retain 50% after meeting threshold levels. NEOs below their respective threshold have six years from the effective date of the policy to meet their required level. This policy by design increases share ownership above the NEOs’ threshold levels for long-tenured members of our Operating Committee, thus further aligning their interests with those of shareholders.



JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   45


TALENT MANAGEMENT, DEVELOPMENT AND SUCCESSION PLANNING
 
As part of our resolve to deliver long-term sustained performance, a top priority of the Board is to ensure the Firm is developing leaders for the future. To do so, we maintain a disciplined process of talent reviews focused on thorough assessments, enhanced executive development programs and rotations of top executives to prepare them for greater responsibility. We are committed to having a strong and diverse pipeline to deal with succession for our Operating Committee, including the CEO position.
As part of the management succession process, there is a disciplined approach to the identification of “ready-now” and potential future successors to each member
 
of the Operating Committee. Similar processes focused on present and future leaders occur within each of the Firm’s lines of business and functions. Directors have frequent interaction with senior executives as part of Board and committee meetings and in other less formal settings.
Succession planning is discussed frequently and is required to be discussed at least annually by the independent directors with the CEO. The CMDC reviews the succession plan for the CEO in preparation for Board discussion led by the Lead Independent Director. The CMDC also reviews the succession plan for members of the Operating Committee other than the CEO.


Compensation & Management Development Committee report
The Compensation & Management Development Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management.
Based on such review and discussion with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2013. This report is provided as of March 18, 2014, by the following independent directors, who comprise the Compensation & Management Development Committee:
Lee R. Raymond (Chairman)
Stephen B. Burke
William C. Weldon

The Compensation Discussion and Analysis is intended to describe our 2013 performance, the compensation decisions for our Named Executive Officers and the Firm’s philosophy and approach to compensation. The following tables on pages 47-55 present additional information required in accordance with SEC rules, including the Summary Compensation Table.



46 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


Executive compensation tables
I. SUMMARY COMPENSATION TABLE (SCT)
The following table and related narratives present the compensation for our Named Executive Officers in the format specified by the SEC. The table below reflects equity awards made in 2013 for 2012 performance. The table of “2013 Named Executive Officer Compensation” on page 38 shows how the CMDC viewed compensation actions.
Name and principal position
Year
 
Salary ($) 1

 
Bonus ($) 2

 
Stock
awards ($) 3

 
Option awards ($) 3

 
Change in
pension value
and non-
qualified
deferred
compensation
earnings ($) 4

 
All other
compen-
sation ($)

 
Total ($)

James Dimon
2013
 
$
1,500,000

 
$

 
$
10,000,000

 
$

 
$

 
$
291,833

5 
$
11,791,833

Chairman and CEO
2012
 
1,500,000

 

 
12,000,000

 
5,000,000

 
46,993

 
170,020

 
18,717,013

 
2011
 
1,416,667

 
4,500,000

 
12,000,000

 
5,000,000

 
45,471

 
143,277

 
23,105,415

Marianne Lake 6
2013
 
729,167

 
3,100,000

 
1,040,000

 
3,268,000

 

 
91,221

7 
8,228,388

Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Michael J. Cavanagh 6
2013
 
750,000

 
6,500,000

 
7,950,000

 
1,000,000

 

 

 
16,200,000

Former Co-CEO CIB
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Daniel E. Pinto 6,8
2013
 
743,442

 
8,125,000

9 

7,125,000

 
1,000,000

 
136

 
238,062

10 

17,231,640

CEO CIB
2012
 
751,631

 
8,125,000

9 

7,145,400

 
730,000

 

 
257,766

 
17,009,797

Matthew E. Zames 6
2013
 
750,000

 
6,500,000

 
9,150,000

 
1,000,000

 

 

 
17,400,000

Chief Operating Officer
2012
 
750,000

 
6,100,000

 
9,012,000

 
730,000

 
12,301

 

 
16,604,301

1 
Salary reflects the actual amount paid in each year.
2 
Includes amounts awarded, whether paid or deferred. Cash incentive compensation reflects compensation for the period presented, which was awarded in the following year.
3 
Includes amounts awarded during the year shown. Amounts are the fair value on the grant date (or, if no grant date was established, on the award date). The Firm’s accounting for employee stock-based incentives (including assumptions used to value employee stock options and SARs) granted during the years ended December 2013, 2012 and 2011 is described in Note 10 to the Firm’s Consolidated Financial Statements in the 2013 Annual Report on pages 247–248. Our Annual Report may be accessed on our website at jpmorganchase.com, under Investor Relations.
4 
Amounts for years 2012 and 2011 are the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans (including supplemental plans). For 2013, the NEOs, other than Ms. Lake and Mr. Pinto, had a reduction in pension value: Mr. Dimon, $(13,930), Mr. Cavanagh, $(38,689) and Mr. Zames, $(5,625), respectively. Amounts shown also include earnings in excess of 120% of the applicable federal rate on deferred compensation balances where the rate of return is not calculated in the same or in a similar manner as earnings on hypothetical investments available under the Firm’s qualified plans. For Mr. Pinto this amount is $136 for 2013 and $0 for 2012.
5 
The “All other compensation” column for Mr. Dimon includes: $125,973 for personal use of corporate aircraft; $31,041 for personal use of cars; $134,728 for the cost of residential and related security paid by the Firm; and $91 for the cost of life insurance premiums paid by the Firm (for basic life insurance coverage equal to one times salary up to a maximum of $100,000, which program covers all benefit-eligible employees).
Incremental costs are determined as follows:
Aircraft: operating cost per flight hour for the aircraft type used, developed by an independent reference source, including fuel, fuel additives and lubricants; landing and parking fees; crew expenses; small supplies and catering; maintenance, labor and parts; engine restoration costs; and a maintenance service plan.
Cars: annual lease valuation of the assigned cars; annual insurance premiums; fuel expense; estimated annual maintenance; other miscellaneous expense; and annual drivers’ compensation, including salary, overtime, benefits and bonus. The resulting total is allocated between personal and business use based on mileage.
6 
Ms. Lake and Mr. Cavanagh were not NEOs in 2012 or 2011; Mr. Pinto and Mr. Zames were not NEOs in 2011.
7 
Ms. Lake is a U.K. citizen located in the U.S. The “All other compensation” column for Ms. Lake includes $26,313 in employer contributions to a non-U.S. defined contribution plan and $64,908 for tax settlement payments made on behalf of Ms. Lake in connection with her international assignment in the U.S. at the Firm’s request and consistent with the Firm’s policy for employees working on international assignments in jurisdictions other than their home countries. The Firm’s expatriate assignment policy provides that the Firm will be responsible for any incremental U.S. and State income taxes due on home-country employer-provided benefits that would not otherwise be taxable to the employee in their home country.


JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   47



8 
Mr. Pinto is located in London and his annual salary is designated as £475,000, paid monthly. The blended applicable spot rate used to convert Mr. Pinto’s salary to U.S. dollars for the 12 months in 2013 and 2012 was 1.56514 and 1.58238 U.S. dollars per pound sterling, respectively.
9 
Under rules applicable in the U.K., a portion (60%) of Mr. Pinto’s cash bonus shown in this table was deferred, with half of the deferred amount payable at the end of 18 months and the balance payable at the end of three years. Such mandatory deferral is subject to terms and conditions similar to those for RSUs. Until paid, such amounts accrue interest.
10 
The “All other compensation” column for Mr. Pinto includes $21,928 in employer contributions to a non-U.S. defined contribution plan and $216,134 for interest accrued on balances from mandatory bonus deferrals prior to 2014. During 2013, the applicable rate of interest on mandatory deferral balances was 1.91% for the first six months and 1.67% for the last six months of 2013.
II. 2013 GRANTS OF PLAN-BASED AWARDS 1
The following table shows grants of plan-based awards made in 2013 for the 2012 performance year.
Name
Grant date
 
Approval
date
 
Stock awards
 
Option awards
 
Grant date
fair value ($)

 
Number of
shares of
stock or
units (#) 2

 
Number of
securities
underlying
options (#) 3

 
Exercise
price
($/Sh)

 
Closing price on option grant date
($/Sh)

 
James Dimon
1/17/2013
 
1/15/2013
 
214,685

 

 


 
 
 
$
10,000,000

Marianne Lake
1/17/2013
 
1/15/2013
 
22,328

 


 
 
 
 
 
1,040,000

 
1/17/2013
 
1/15/2013
 


 
341,842

 
$
46.58

 
$
46.44

 
3,268,000

Michael J. Cavanagh
1/17/2013
 
1/15/2013
 
170,675

 


 
 
 
 
 
7,950,000

 
1/17/2013
 
1/15/2013
 


 
104,603

 
46.58

 
46.44

 
1,000,000

Daniel E. Pinto
1/17/2013
 
1/15/2013
 
152,964

 


 


 
 
 
7,125,000

 
1/17/2013
 
1/15/2013
 


 
104,603

 
46.58

 
46.44

 
1,000,000

Matthew E. Zames
1/17/2013
 
1/15/2013
 
196,437

 


 
 
 
 
 
9,150,000

 
1/17/2013
 
1/15/2013
 


 
104,603

 
46.58

 
46.44

 
1,000,000

1 
Equity grants are awarded as part of the annual compensation process and as part of employment offers for new hires. In each case, the grant price is not less than the average of the high and the low prices of JPMorgan Chase common stock on the grant date. Grants made as part of the annual compensation process are generally awarded in January after earnings are released. RSUs carry no voting rights; however, dividend equivalents are paid on the RSUs at the time actual dividends are paid on shares of JPMorgan Chase common stock. The Firm does not grant options with restoration rights and prohibits repricing of stock options and SARs.
Effective January 22, 2014, the Firm awarded RSU awards as part of the 2013 annual incentive compensation. Because these awards were granted in 2014, they do not appear in this table, which is required to include only equity awards actually granted during 2013. These 2014 awards are reflected in the “2013 Named Executive Officer Compensation” table on page 38. No SARs were awarded in 2014 with respect to 2013 compensation.
2 
For all Named Executive Officers except Mr. Pinto, the RSUs vest in two equal installments on January 13, 2015 and 2016. Under rules applicable in the U.K., for Mr. Pinto, 69,773 RSUs vested on the grant date, 41,595 RSUs vest on July 25, 2014 and 41,596 RSUs vest on January 13, 2016; these RSUs are subject to a six-month hold period post-vesting. Each RSU represents the right to receive one share of common stock on the vesting date and non-preferential dividend equivalents, payable in cash, equal to any dividends paid during the vesting period.
3 
These SARs will become exercisable 20% per year over the five-year period from the date of grant. Shares resulting from exercise must be held at least five years from the grant date.



48 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


III. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2013
The following table shows the number of shares of the Firm’s common stock underlying (i) exercisable and unexercisable stock options and SARs and (ii) RSUs that had not yet vested held by the Firm’s Named Executive Officers on December 31, 2013.
 
 
 
 
 
Option awards
 
Stock awards
Name
 
Option/stock award
grant date 1
 
Number of securities underlying unexercised options: # exercisable 1,2
 
 
Number of
securities
underlying
unexercised
options: #
unexercisable 1, 2
 
 
 
Option
exercise
price ($)

 
Option
expiration
date
 
Number of shares or units of stock that have not vested 1

 
 
Market value
of shares or
units of stock
that have not
vested ($)
2

James Dimon
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/20/2005
 
 
600,481

 
 

a 
 
$
37.47

 
1/20/2015
 

 
 

 
 
1/22/2008
 
 

 
 
2,000,000

b 
 
39.83

 
1/22/2018
 

 
 

 
 
2/3/2010
 
 
338,136

 
 
225,426

c 
 
43.20

 
1/20/2020
 

 
 

 
 
2/16/2011
 
 
146,950

 
 
220,427

c 
 
47.73

 
2/16/2021
 
125,708

a 
 

 
 
1/18/2012
 
 
112,486

 
 
449,944

c 
 
35.61

 
1/18/2022
 
337,032

a 
 


 
 
1/17/2013
 
 

 
 

 
 
 
 
 
 
214,685

a 
 
 
Total awards (#)
 
 
 
 
1,198,053

 
 
2,895,797

 
 

 

 
677,425

 
 
$
39,615,814

Market value of
in-the-money options ($)
 
 
 
 
$
21,935,091

 
 
$
53,404,319

 
 

 

 

 
 
 
Marianne Lake
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/20/2009
 
 

 
 
10,000

c 
 
$
19.49

 
1/20/2019
 

 
 

 
 
1/20/2010
 
 

 
 
40,000

c 
 
43.20

 
1/20/2020
 

 
 

 
 
1/19/2011
 
 

 
 
39,000

c 
 
44.29

 
1/19/2021
 
8,130

a 
 

 
 
1/18/2012
 
 

 
 
67,492

c 
 
35.61

 
1/18/2022
 
17,976

a 
 

 
 
1/17/2013
 
 

 
 
341,842

c 
 
46.58

 
1/17/2023
 
22,328

a 
 


Total awards (#)
 
 
 
 

 
 
498,334

 
 

 

 
48,434

 
 
$
2,832,420

Market value of
in-the-money options ($)
 
 
 
 
$

 
 
$
7,165,972

 
 

 

 

 
 
 
Michael J. Cavanagh
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/20/2005
 
 
200,000

 
 

a 
 
$
37.47

 
1/20/2015
 

 
 
 
 
 
10/20/2005
 
 
250,000

 
 

d 
 
34.78

 
10/20/2015
 

 
 
 
 
 
10/19/2006
 
 
200,000

 
 

d 
 
46.79

 
10/19/2016
 

 
 
 
 
 
1/22/2008
 
 
300,000

 
 

c 
 
39.83

 
1/22/2018
 

 
 
 
 
 
1/20/2009
 
 
80,000

 
 
40,000

c 
 
19.49

 
1/20/2019
 

 
 
 
 
 
2/3/2010
 
 
99,452

 
 
66,302

c 
 
43.20

 
1/20/2020
 

 
 
 
 
 
1/19/2011
 
 
30,769

 
 
46,155

c 
 
44.29

 
1/19/2021
 
57,582

a 
 
 
 
 
1/18/2012
 
 
44,994

 
 
179,978

c 
 
35.61

 
1/18/2022
 
122,174

a 
 
 
 
 
1/17/2013
 
 

 
 
104,603

c 
 
46.58

 
1/17/2023
 
170,675

a 
 
 
Total awards (#)
 
 
 
 
1,205,215

 
 
437,038

 
 
 
 
 
 
350,431

 
 
$
20,493,205

Market value of
in-the-money options ($)
 
 
 
 
$
24,164,451

 
 
$
8,588,507

 
 
 
 
 
 
 
 
 
 


JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT Ÿ   49


 
 
 
 
Option awards
 
Stock awards
Name
 
Option/stock award
grant date 1
 
Number of securities underlying unexercised options: # exercisable 1,2
 
 
Number of
securities
underlying
unexercised
options: #
unexercisable 1, 2
 
 
 
Option
exercise
price ($)

 
Option
expiration
date
 
Number of shares or units of stock that have not vested 1

 
 
Market value
of shares or
units of stock
that have not
vested ($)
2

Daniel E. Pinto
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10/20/2005
 
 
50,000

 
 

d 
 
$
34.78

 
10/20/2015
 

 
 

 
 
10/19/2006
 
 
100,000

 
 

d 
 
46.79

 
10/19/2016
 

 
 

 
 
10/18/2007
 
 
200,000

 
 

c 
 
45.79

 
10/18/2017
 

 
 

 
 
1/20/2009
 
 

 
 
100,000

c 
 
19.49

 
1/20/2019
 

 
 

 
 
1/20/2010
 
 
51,000

 
 
34,000

c 
 
43.20

 
1/20/2020
 

 
 

 
 
1/19/2011
 
 
30,000

 
 
45,000

c 
 
44.29

 
1/19/2021
 
48,860

e 
 

 
 
1/18/2012
 
 
16,423

 
 
65,692

c 
 
35.61

 
1/18/2022
 
58,155

e 
 

 
 
1/17/2013
 
 

 
 
104,603

c 
 
46.58

 
1/17/2023
 
83,191

e 
 

Total awards (#)
 
 
 
 
447,423

 
 
349,295

 
 


 

 
190,206

 
 
$
11,123,247

Market value of
in-the-money options ($)
 
 
 
 
$
6,472,574

 
 
$
7,804,222

 
 


 

 


 
 
 
Matthew E. Zames
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1/20/2009
 
 

 
 
100,000

c 
 
$
19.49

 
1/20/2019
 

 
 
 
 
 
1/20/2010
 
 

 
 
34,000

c 
 
43.20

 
1/20/2020
 

 
 
 
 
 
1/19/2011
 
 

 
 
45,000

c 
 
44.29

 
1/19/2021
 
109,236

a 
 
 
 
 
1/18/2012
 
 

 
 
65,692

c 
 
35.61

 
1/18/2022
 
253,111

a 
 
 
 
 
1/17/2013
 
 

 
 
104,603

c 
 
46.58

 
1/17/2023
 
196,437

a 
 
 
Total awards (#)
 
 
 
 

 
 
349,295

 
 
 
 

 
558,784

 
 
$
32,677,688

Market value of
in-the-money options ($)
 
 
 
 
$

 
 
$
7,804,222

 
 
 
 
 
 
 
 
 
 
1 
The awards set forth in the table have the following vesting schedules:
a 
Two equal installments, in years two and three
b 
In January 2008, the Firm awarded Mr. Dimon up to 2 million SARs. The terms of this award are distinct from, and more restrictive than, other equity grants periodically awarded by the Firm. Effective January 2013, the CMDC determined that, while all the requirements for vesting of these awards have been met, vesting should be deferred for a period of up to 18 months (i.e., up to July 22, 2014), to enable the Firm to make progress against the Firm’s strategic priorities and performance goals, including remediation relating to the CIO matter. The SARs, which will expire in January 2018, will become exercisable no earlier than July 22, 2014, and have an exercise price of $39.83 (the price of JPMorgan Chase common stock on the date of the grant). Vesting will be subject to a Board determination taking into consideration the extent of such progress and such other factors as it deems relevant. The expense related to this award is dependent on changes in fair value of the SARs through the date when the vested number of SARs are determined, if any, and the cumulative expense is recognized ratably over the service period, which was initially assumed to be five years but, effective in the first quarter of 2013, has been extended to six and one-half years. The Firm recognized $14 million, $5 million and $(4) million in compensation expense in 2013, 2012 and 2011, respectively, for this award.
c 
Five equal installments, in years one, two, three, four and five
d 
Three equal installments, in years three, four and five
e 
Two equal installments, in 18 months and 36 months
2 
Value based on $58.48, the closing price per share of our common stock on December 31, 2013



50 Ÿ   JPMORGAN CHASE & CO. Ÿ   2014 PROXY STATEMENT


IV. 2013 OPTION EXERCISES AND STOCK VESTED TABLE
The following table shows the number of shares acquired and the value realized during 2013 upon the exercise of stock options and the vesting of RSUs previously granted to each of the Named Executive Officers.
 
Option awards
 
Stock awards
Name
Number of
shares acquired
on exercise (#)

 
Value
realized on
exercise ($) 1

 
Number of
shares acquired
on vesting (#)

<