UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934

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JPMorgan Chase & Co.

270 Park Avenue

New York, New York 10017-2070

April 8, 2015

Dear fellow shareholders:

We are pleased to invite you to the annual meeting of shareholders to be held on May 19, 2015, at The Westin Book Cadillac Detroit in Detroit, Michigan. 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. Please read it carefully. We look forward to your participation.

Sincerely,

James Dimon

Chairman and Chief Executive Officer

Notice of 2015 Annual Meeting of Shareholders and Proxy Statement

DATE	Tuesday, May 19, 2015
TIME	10:00 a.m. Eastern Daylight Time
PLACE	Westin Book Cadillac Detroit 1114 Washington Boulevard Detroit, Michigan 48226
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 2015
	l Approval of Amendment to Long-Term Incentive Plan
	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 8, 2015

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 97 of this proxy statement.

We sent shareholders of record at the close of business on March 20, 2015, a Proxy Statement, together with an accompanying form of proxy card and Annual Report, or a Notice of Internet Availability of Proxy Materials (“Notice”) on or about April 8, 2015.

Our 2015 Proxy Statement and Annual Report for the year ended December 31, 2014, are available free of charge on our website at investor.shareholder.com/jpmorganchase/annual.cfm. Instructions on how to receive a printed copy of our proxy materials are included in the Notice, as well as in this Proxy Statement.

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 20, 2015. See “Attending the annual meeting” on page 98 of this proxy statement.

2015 Proxy summary	1
PROPOSAL 1:
Election of directors	7
Executive summary	8
Director nomination process	8
Director criteria	10
Nominees’ qualifications and experience	10
Corporate governance	17
Principles	17
Board structure and responsibilities	17
Committees of the Board	20
Board committee membership and 2014 meetings	22
Board evaluation	23
Board communication	23
Director independence	24
Director compensation	25
Board’s role in risk management oversight	27
Our business principles	28
Certain key governance policies	29
Voting standards	29
Special shareholder meetings and action by written consent	29
Public policy engagement	29
PROPOSAL 2:
Advisory resolution to approve executive compensation	30
Advisory resolution	31
Compensation discussion and analysis	32
Executive summary	32
2014 Business performance	33
Pay for performance framework	38
Compensation decisions for Named Executive Officers	41
Pay practices	51
Risk and control	54
Compensation & Management Development Committee report	57
Executive compensation tables	58
I. Summary compensation table	58
II. 2014 Grants of plan-based awards	59
III. Outstanding equity awards at fiscal year-end 2014	60
IV. 2014 Option exercises and stock vested table	62
V. 2014 Pension benefits	62
VI. 2014 Non-qualified deferred compensation	63
VII. 2014 Potential payments upon termination or change in control	64

PROPOSAL 2 (continued):
Security ownership of directors and executive officers	66
Additional information about our directors and executive officers	67
PROPOSAL 3:
Ratification of independent registered public accounting firm	69
Executive summary	70
Fees paid to PricewaterhouseCoopers LLP	70
Audit Committee approval policies and procedures	71
Audit Committee report	72
PROPOSAL 4:
Approval of Amendment to Long-Term Incentive Plan, as amended and restated effective May 19, 2015	74
Summary of the Plan as proposed to be amended	79
PROPOSALS 5–10:
Shareholder proposals	83
5. Independent board chairman	84
6. Lobbying	87
7. Special shareowner meetings	89
8. How votes are counted	91
9. Accelerated vesting provisions	93
10. Clawback disclosure policy	95
General information about the meeting	97
Shareholder proposals and nominations for the 2016 annual meeting	100
Appendix A — Overview of 2014 performance	102
Appendix B — JPMorgan Chase & Co. Long-Term Incentive Plan, as amended and restated effective May 19, 2015	110
The Westin Book Cadillac Detroit — map and directions	117

2015 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.

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. This proxy statement is being sent and made available to our shareholders on or about April 8, 2015.

Annual meeting overview

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	7
2. Advisory resolution to approve executive compensation	30
3. Ratification of PricewaterhouseCoopers LLP as the Firm’s independent registered public accounting firm	69
4. Approval of Amendment to Long-Term Incentive Plan	74
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):
5. Independent board chairman — require an independent Chair	84
6. Lobbying — report on policies, procedures and expenditures	87
7. Special shareowner meetings — reduce ownership threshold from 20% to 10%	89
8. How votes are counted — count votes using only for and against	91
9. Accelerated vesting provisions — report names of senior executives and value of equity awards that would vest if they resign to enter government service	93
10. Clawback disclosure policy — disclose whether the Firm recouped any incentive compensation from senior executives	95

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •1

Election of Directors

The Board of Directors has nominated the 11 individuals listed below as directors; if elected by shareholders at our annual meeting, they will be expected to serve until next year’s annual meeting. All of the nominees are currently serving as directors.

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	59	Retired Deputy Head of Risk Management of JPMorgan Chase & Co.2	2013	Public Responsibility; Risk Policy
James A. Bell	66	Retired Executive Vice President of The Boeing Company	2011	Audit
Crandall C. Bowles	67	Chairman of The Springs Company	2006	Audit; Public Responsibility (Chair)
Stephen B. Burke	56	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	61	President of Henry Crown and Company	2004 Director of Bank One Corporation from 1991 to 2004	Risk Policy (Chair)
James Dimon	59	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	58	Retired Chairman and Chief Executive Officer of KPMG	2012	Public Responsibility; Risk Policy
Laban P. Jackson, Jr.	72	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	62	Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital	2014	Risk Policy
Lee R. Raymond (Lead Independent Director)	76	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	66	Retired Chairman and Chief Executive Officer of Johnson & Johnson	2005	Compensation & Management Development; Corporate Governance & Nominating (Chair)

¹  Principal standing committees

²  Retired from JPMorgan Chase & Co. in 2005

2 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

Performance and compensation highlights

JPMorgan Chase & Co. continued its strong performance in 2014 under the leadership of Mr. Dimon and the Firm’s senior management and the oversight of our Board of Directors. Below are highlights relating to the Firm’s performance and compensation program.

Strong 2014 performance continues to support sustained shareholder value	• We generated record net income and EPS, with 13% return on tangible common equity (“ROTCE”) in 2014, with each of our leading client franchises exhibiting strong performance and together delivering significant value. • We delivered 10% total shareholder return (“TSR”) in 2014, following 37% in 2013, and continue to outperform the financial services industry TSR since 2008. • We maintained our fortress balance sheet, while continuing to grow our Basel III Advanced Fully Phased-In common equity Tier 1 (“CET1”) capital ratio and our tangible book value per share.
We maintain fortress operating principles with a focus on risk and controls	• We have added more than 16,000 employees since the beginning of 2012 to support our regulatory, compliance and control efforts across the entire Firm. • We spent $2 billion more in 2014 than in 2012 on our regulatory and control agenda. • We have simplified our business and re-committed to our culture and business principles. • We have implemented an enhanced process in all lines of business and our corporate functions to discuss material risk and control issues in control forums. • We continued to strengthen the Firm’s leadership through a disciplined talent review process and an enhanced executive development program.
We have a robust governance structure and are highly responsive to shareholders	• Our Lead Independent Director role is robust and our Board has endorsed the Shareholder Director Exchange (SDX) Protocol as a guide for engagement. • Our shareholder engagement initiatives during 2014 included: — approximately 90 calls and meetings on governance and compensation topics with     shareholders representing approximately 40% of our shares — presentations by Firm senior management at 14 investor conferences — hosting a panel discussion with shareholders, corporate governance professionals,     legal professionals and academics regarding major issues related to the Chairman and     CEO roles at public companies • Our Board remains strong following the addition of four new independent directors since 2011, including two new Risk Policy Committee members since 2013, with an appropriate balance of board refreshment and Firm experience.
Our compensation program is rigorous and long-term focused	• Our compensation program and Long-Term Incentive Plan (“LTIP”) reflect the Board’s philosophy of linking compensation to the Firm’s long-term performance including: i) Business Results, ii) Risk & Control, iii) Customers & Clients, and iv) People Management & Leadership. • The majority of Operating Committee pay is delivered in equity with multi-year vesting. • We have strong stock retention requirements and long-standing clawback provisions applicable to both cash incentives and equity awards. • We have been careful stewards of shareholder value, only issuing an average of 1.5% of shares outstanding for employee compensation under our LTIP over the past three years.
CEO pay level reflects our performance	• Mr. Dimon and the other Named Executive Officers (“NEOs”) delivered strong Firm, line of business and individual performance in 2014, continuing their momentum from 2013. • Based on strong 2014 performance and historical performance, the CMDC and Board awarded Mr. Dimon total compensation of $20 million, which is unchanged from 2013.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •3

Continued track record of long-term performance in 2014¹

Drove strong, sustained performance across all businesses	Maintained fortress balance sheet and strengthened our capital position
• Consumer & Community Banking — $9.2 billion net income and 18% ROE • Corporate & Investment Bank — $6.9 billion net income and 10% ROE (excluding legal expense, $8.7 billion net income and 13% ROE) • Commercial Banking — $2.6 billion net income and 18% ROE • Asset Management — $2.2 billion net income and 23% ROE • Firmwide — $21.8 billion net income and 13% ROTCE, compared to $17.9 billion and 11% in 2013	• Ended the year with a Basel III Advanced Fully Phased-in common equity tier 1 capital ratio of 10.2%, significantly above our 2013 ratio of 9.5%, and in line with our target of 10%+ • Made significant progress on regulatory and control agenda
	Created significant value for shareholders
	• Delivered sustained shareholder value • Record dividends of $1.58 per share ($6.1 billion in aggregate) • Repurchased $4.8 billion of common shares

Sustained earnings and tangible book value per share (TBVPS) growth

Shareholder value creation over time (TSR)²

¹  See notes on non-GAAP financial measures on page 109 of this proxy statement.

²  Total shareholder return (“TSR”) assumes reinvestment of dividends.

4 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

JPMorgan Chase generated more net income per dollar of CEO compensation than peers

% of Profits Paid to CEOs — Three Year Average (2011-2013)¹ 

(Financial Services Peer Group)

¹  Percentage of profits paid is equal to three year average CEO compensation divided by three year average net income. Total compensation is based on base salary, actual cash bonus paid in connection with the performance year, and target value of long-term incentives awarded in connection with the performance year. The most recently used data is 2013 since not all of our Financial Services Peer Group will have filed their proxy statements before the preparation of our own proxy statement. Source: Annual reports and proxy statements

CEO compensation is aligned with performance

* Despite record net income in 2012, the Board significantly reduced Mr. Dimon’s pay in response to CIO trading losses.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •5

Amendment to Long–Term Incentive Plan

JPMorgan Chase’s Long-Term Incentive Plan (the “Plan”) was last approved by shareholders on May 17, 2011. Pursuant to its terms, the Plan has a four-year duration and will expire on May 31, 2015. The primary purpose of the amendment is to extend the term of the Plan for an additional 4 years (until May 31, 2019), and to authorize 95 million carryover shares from the existing Plan pool (canceling approximately 157 million shares out of the 252 million shares remaining, as of February 28, 2015).

We believe that voting in favor of our proposed amendment to the Firm’s Long-Term Incentive Plan is important, as a well-designed equity program serves to align employees’ long-term economic interests with those of shareholders while incurring reasonable dilution to shareholders. Without such approval, the

Firm would lose a critical shareholder alignment feature of our compensation framework.

The proposal is organized around three key considerations that we believe shareholders should focus on in their evaluation of our Plan:

1. We use shares responsibly and have significantly reduced our request for shares to be made available under the Plan based on shareholder feedback.

2. Our equity practices promote the long-term interests of shareholders and create a culture of success amongst our employees.

3. Our equity program reinforces individual accountability through strong recovery provisions.

We use our shares responsibly

Historical Total Potential Dilution ¹ 

Historical Burn Rate ² 

¹  Total Potential Dilution reflects the number of employee and director shares outstanding (including RSUs and SARs) plus the shares remaining in the LTIP Plan pool divided by the number of common shares outstanding at year end (based on Firm’s annual reports).

²  Burn Rate reflects the number of shares (including RSUs and SARs) granted to employees and directors in a calendar year divided by the weighted average diluted shares outstanding (based on Firm’s annual reports).

6 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

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 and were elected to the Board by our shareholders at our 2014 annual meeting, each with the support of more than 96% of votes cast. 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 19, 2015, 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 the Board seeks in its directors and that the combination of these nominees creates an effective and well-functioning Board that serves the best interests of the Firm and our shareholders.

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, highly capable independent directors, the Lead Independent Director, a strong committee structure and adherence to our Corporate Governance Principles. The Board conducts an annual assessment aimed at enhancing its effectiveness, as described on page 23 of this proxy statement.

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 and its 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.

Director succession is also a focus of the Governance Committee and the Board. The Governance Committee seeks to maintain an appropriate balance of Board refreshment and Firm experience. In service of this goal, the Governance Committee engages in frequent consideration of potential Board candidates. The Governance Committee is assisted in identifying potential Board candidates by a third-party advisor. Of the Board’s 10 independent directors, four have been added since 2011.

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.

8 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

The Board of Directors has nominated the 11 individuals listed below for election as directors. All of 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	59	Retired Deputy Head of Risk Management of JPMorgan Chase & Co.2	2013	Public Responsibility; Risk Policy
James A. Bell	66	Retired Executive Vice President of The Boeing Company	2011	Audit
Crandall C. Bowles	67	Chairman of The Springs Company	2006	Audit; Public Responsibility (Chair)
Stephen B. Burke	56	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	61	President of Henry Crown and Company	2004 Director of Bank One Corporation from 1991 to 2004	Risk Policy (Chair)
James Dimon	59	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	58	Retired Chairman and Chief Executive Officer of KPMG	2012	Public Responsibility; Risk Policy
Laban P. Jackson, Jr.	72	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	62	Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital	2014	Risk Policy
Lee R. Raymond (Lead Independent Director)	76	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	66	Retired Chairman and Chief Executive Officer of Johnson & Johnson	2005	Compensation & Management Development; Corporate Governance & Nominating (Chair)

¹  Principal standing committees

²  Retired from JPMorgan Chase & Co. in 2005

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •9

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 19, 2015, and all other biographical information is as of the date of this

proxy statement.

10 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

Linda B. Bammann, 59                    

Director since 2013 Public Responsibility Committee Risk Policy Committee Retired Deputy Head of Risk Management of JPMorgan Chase & Co.

DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Experience with regulatory issues
	•	Extensive background in risk management
	•	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, 66                    

Director since 2011 Audit Committee Retired Executive Vice President of The Boeing Company

DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Finance and accounting experience
	•	Leadership of complex, multi-disciplinary global organization
	•	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 Trustees at Rush University Medical Center.

Mr. Bell graduated from California State University at Los Angeles.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •11

Crandall C. Bowles, 67                    

Director since 2006 Audit Committee Public Responsibility Committee (Chair) Chairman of The Springs Company

DIRECTOR QUALIFICATION HIGHLIGHTS
	•	International business operations experience
	•	Management development, compensation and succession planning experience
	•	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 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, 56                    

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
	•	Experience leading large, international, complex businesses in regulated industries
	•	Financial controls and reporting experience
	•	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.

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 has been a director of Berkshire Hathaway Inc. since 2009.

Mr. Burke graduated from Colgate University and received an M.B.A. from Harvard Business School.

12 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

James S. Crown, 61                    

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
	•	Extensive risk management experience
	•	Management development, compensation and succession planning experience
	•	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, 59                    

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
	•	Experience leading a global business in a regulated industry
	•	Extensive experience leading complex international financial services businesses
	•	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. •   2015 PROXY STATEMENT •13

Timothy P. Flynn, 58                    

Director since 2012 Public Responsibility Committee
Risk Policy Committee Retired Chairman and Chief Executive Officer of KPMG

DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Experience in financial services, accounting, auditing and controls
	•	Leadership of a complex, global business
	•	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., 72                

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
	•	Experience in financial controls and reporting and risk management
	•	Extensive regulatory background
	•	Management development, compensation and succession planning experience

Laban P. Jackson, Jr. has been Chairman and Chief Executive Officer 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 an emeritus Trustee 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.

14 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

Michael A. Neal, 62                    

Director since 2014 Risk Policy Committee Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital

DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Extensive background in financial services
	•	Leadership of large, complex, international businesses in a regulated industry
	•	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 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, 76 (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
	•	Extensive background in public company governance and international business
	•	Leadership in regulated industries and regulatory issues
	•	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 and 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 member of the Council on Foreign Relations, an emeritus Trustee of the Mayo Clinic, 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. •   2015 PROXY STATEMENT •15

William C. Weldon, 66                    

Director since 2005 Compensation & Management Development Committee
Corporate Governance & Nominating Committee (Chair) Retired Chairman and Chief Executive Officer of Johnson & Johnson

DIRECTOR QUALIFICATION HIGHLIGHTS
	•	Extensive background in public company governance and international business
	•	Leadership of complex, global organization in a regulated industry
	•	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 Health 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.

16 •   JPMORGAN CHASE & CO. •   2015 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 periodically 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 (http://www.jpmorganchase.com/corporate/About-JPMC/corporate-governance-principles.htm).

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 promote Board effectiveness and to ensure that authority and responsibility are effectively allocated between the Board and management. The Board considers its leadership structure frequently as part of its succession planning process for senior management. The Board formally reviews its leadership structure not less than annually as part of its self-evaluation process.

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.

Factors the Board may consider as part of its review of its leadership structure include:

• A review of the respective responsibilities for the positions of Chairman, Lead Independent Director and CEO

• Evaluation of the policies and practices in place to provide independent Board oversight of management (including Board oversight of CEO performance and compensation; executive sessions of the independent directors; Board agendas and meeting materials; and Board self-evaluation)

• The people currently in the leadership roles

• The Firm’s circumstances at the time

• The potential impact of particular leadership structures on the Firm’s performance

• The Firm’s ability to attract and retain qualified individuals for the Board leadership positions

• The views of our shareholders

• Practices at other companies

• Legislative and regulatory developments regarding board leadership structures

• Trends in corporate governance, including academic studies on board leadership structures and the impact of leadership structures on shareholder value

• Such other factors as the Board may determine

The Board also believes that the Firm should engage in a dialogue with shareholders and other interested parties about the Chairman and CEO roles at public companies. As part of this effort, in 2014 we hosted a panel discussion with participants representing a variety of views, including shareholders, governance specialists, academics and representatives from peer companies. Many expressed the opinion that there is no “one size fits all” solution and that boards’ fiduciary responsibility is best met by retaining the flexibility to choose the most effective leadership structure for a particular set of facts.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •17

Our Board, early in 2015, reviewed its leadership structure, taking into consideration the factors outlined above and feedback from this public forum, and determined that, at the present time, combining the roles of Chairman and CEO, together with a strong Lead Independent Director, 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 interest of the Firm.

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

• Lead Independent Director — 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

— 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 and communication 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 20 of this proxy statement for further information about our committees. Committee chairs are responsible for:

— calling meetings of their committees

— presiding at meetings of their committees

— approving agendas, including adding agenda items, 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

18 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

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.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •19

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 U.S. Securities and Exchange Commission (“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 some of 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 registered 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 the Firm’s compensation programs

• Provides oversight of the Firm’s compensation principles and practices and review of the relationship among risk, risk management and compensation in light of the Firm’s objectives

• Advises the Board on the development 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

Public Responsibility Committee

Provides oversight of the Firm’s positions and practices regarding public responsibility matters such as community investment, fair lending, sustainability, consumer practices and other public policy issues that reflect the Firm’s values and character and impact the Firm’s reputation among all of its stakeholders.

Risk Policy Committee

Provides oversight of management’s responsibilities to assess and manage:

• The Firm’s credit risk, market risk, liquidity risk, model risk, structural interest rate risk, principal risk and country risk

• The governance frameworks or policies for operational, fiduciary, reputational risks and the approval of new products and services

• Capital and liquidity planning and analysis

and approves the Firm’s Risk Appetite Policy and other policies it designates as Primary Risk Policies.

20 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

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 Chairman/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 five 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

• FX (Foreign Exchange)/Markets Orders Compliance Committee

• Mortgage Compliance Committee

• Sworn Documents Compliance Committee

• Trading Compliance Committee

Each Consent Order committee comprises two to four independent directors. They meet 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.

Additional 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. The Board currently has one Specific Purpose Committee established to review such shareholder demands, the Omnibus Demand Committee.

In addition to the Consent Order committees and the Omnibus Demand Committee, 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 Downloads in the Investor Tools section, which is under the Investor Relations tab.

As the Firm achieves its objectives in a specific area, we expect the relevant Specific Purpose Committee will meet less frequently and eventually their work will be concluded, at which time, subject to regulatory consent where applicable, the committee will be disbanded.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •21

BOARD COMMITTEE MEMBERSHIP

AND 2014 MEETINGS

The following table summarizes the membership of the Board’s principal standing committees and Specific Purpose Committees in 2014, and the number of meetings that were held during 2014. In 2014, the Board met 10 times. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served.

All 2014 nominees were present at the annual meeting of shareholders held on May 20, 2014.

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 interrelation of the Firm’s risk management objectives and compensation practices, with a focus on avoidance of practices that would encourage excessive risk-taking.

Board Committee Membership and 2014 Meetings
Director	Audit	Compensation & Management Development	Corporate Governance & Nominating	Public Responsibility	Risk Policy	Specific Purpose Committees 1
Linda B. Bammann				Member	Member	D,F
James A. Bell	Member					A
Crandall C. Bowles	Member			Chair		A
Stephen B. Burke		Member	Member
James S. Crown					Chair	C
James Dimon
Timothy P. Flynn				Member	Member	F
Laban P. Jackson, Jr.	Chair					A,B,C,D,E,G
Michael A. Neal					Member	D
Lee R. Raymond 2		Chair	Member			B,D,E,G
William C. Weldon		Member	Chair			B,E,F,G
Number of meetings in 2014	15	6	5	7	8	63

¹  The Board’s separately established Specific Purpose Committees were:

A - BSA/AML(Bank Secrecy Act/Anti-Money Laundering) Compliance Committee

B - FX (Foreign Exchange)/Markets Orders Compliance Committee

C - Mortgage Compliance Committee

D - Omnibus Demand Committee

E - Review Committee in connection with the CIO

F - Sworn Documents Compliance Committee

G - Trading Compliance Committee

²  Lead Independent Director

22 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

BOARD EVALUATION

The Board conducts an annual self-assessment aimed at enhancing its effectiveness. Through regular and rigorous evaluation of its policies, procedures and performance, the Board identifies areas for further consideration and improvement.

The 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.

Each of the principal standing committees also 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

The Board plays a key role in communicating our Firm’s strategy and commitment to doing business in accordance with our corporate standards. The Board, as a group or a subset of one or more of its members, meets throughout the year with the Firm’s senior executives, shareholders, regulators and organizations interested in our strategy, performance or business practices.

Shareholder outreach and input

Engagement and transparency with our shareholders help the Firm gain useful feedback on a wide variety of topics, including governance, compensation, shareholder communication, Board composition, shareholder proposals, business performance and the operation of the Firm. This information is shared regularly with the Firm’s management and the Board and considered in the processes that set the governance practices and strategic direction for the Firm. We also focus on shareholder feedback to better tailor the public information we provide to address the interests and inquiries of our shareholders.

The Firm interacts and communicates with shareholders through a number of forums, including quarterly earnings presentations, SEC filings, Annual Report and proxy statement, annual meeting, investor conferences and web communications. Management also conducts a formal shareholder outreach program twice a year. This program covers a wide array of topics with a broad group of shareholders. Fall discussions are focused on corporate governance and spring discussions are focused on issues related to the proxy statement. After each of these outreach programs, investor feedback is provided to the Board and the Firm’s management. In 2013, the Firm expanded its outreach program to discuss a wider range of issues with a broader group of shareholders. Recognizing the mutual benefits from this increased interaction, we continued this expanded program throughout 2014. Management's recent outreach efforts consisted of the following:

• Hosted approximately 90 shareholder outreach meetings and calls in 2014, an increase of more than 50% from 2012

• Met with shareholders representing in the aggregate approximately 40% of our outstanding common stock during the fall of 2014 compared with approximately 20% in the fall of 2012

• Members of senior management presented at 14 investor conferences in 2014, doubling participation compared with 2012

• Held six investor trips in 2014, including international trips to Asia, Europe and Latin America, during which members of senior management met in person with shareholders and other interested parties

In addition, in 2014 the Board endorsed the Shareholder-Director Exchange (SDX) Protocol as a guide for effective, mutually beneficial engagement between shareholders and directors. During 2014, members of the Board met with shareholders to discuss a variety of topics, including the Firm’s strategy and performance.

Relationship with regulators

We are committed to transparency and responsiveness in our extensive interactions with our regulators. That means consistently providing them with complete, accurate and timely information and maintaining an open, ongoing dialogue. Our senior leaders — including our Board — committed a significantly increased amount of their time to meet with our regulators in 2013 and 2014. Such frequent interaction helps us

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •23

hear firsthand what regulators are focused on and gives us a forum for keeping them well-informed on what is happening in our businesses.

Our primary U.S. regulators meet with various Board committees, regularly receive Board meeting materials and minutes, and meet with individual Board members to discuss regulators’ expectations on effective Board oversight. During 2013-2014, certain of our independent Board members met with our primary U.S. regulators, the Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency (“OCC”) and the Federal Deposit Insurance Corporation (“FDIC”), as well as the SEC and the Consumer Financial Protection Bureau (“CFPB”). Certain of our independent Board members also met with international regulators, including the Prudential Regulation Authority (“PRA”) and the Financial Conduct Authority (“FCA”) in the United Kingdom; the Federal Financial Supervisory Authority in Germany; the Hong Kong Monetary Authority (“HKMA”); the China Banking Regulatory Commission in Beijing; and the Monetary Authority of Singapore (“MAS”).

Communicating our corporate standards

The Board has been engaged with management on the importance of strong corporate standards and the need to reinforce the Firm’s commitment to doing things the right way and to establishing a clear and common vocabulary for communicating this commitment.

Our directors engage frequently on the topic of culture in Board and Board committee meetings, including in the Specific Purpose Committees in their oversight of progress addressing regulatory order issues. Engagement work also includes the Audit Committee’s oversight of the Code of Conduct program, the Compensation & Management Development Committee’s review and approval of the Firm’s compensation and performance management process and the Governance Committee’s oversight of preparation of “How We Do Business — The Report.” Directors also highlight the importance of our corporate standards through participation in less formal settings, such as town hall and other meetings held by our lines of business and other functions for employees and/or leadership teams, annual meetings with the Firm’s senior leaders, and regularly scheduled informal sessions with members of the Operating Committee and other senior leaders.

Shareholders and interested parties who wish to contact our Board of Directors, 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.

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

24 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

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 NBCUniversal, LLC and Comcast Corporation and their subsidiaries, where Mr. Burke is Chief Executive Officer and a senior executive, respectively; and Henry Crown and Company, where Mr. Crown is President, and other Crown family-owned entities

• 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 applicable director or would impair the independence or judgment of the applicable director.

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 2014, 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 $225,000, on the date of grant.

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 “2014 Director compensation table” on page 26 of this proxy statement.

Stock ownership: no hedging, no pledging

As stated in the Corporate Governance Principles and further described in “No Hedging/Pledging” on page 57 of this proxy statement, each director agrees to retain all shares of the Firm’s common stock he or she purchased on the open market or received pursuant to their service as a Board member for as long as they serve on our Board.

Shares held personally by a director may not be held in margin accounts or otherwise pledged as collateral, nor may the economic risk of such shares be hedged. As detailed at page 66 of this proxy statement under “Security ownership of directors and executive officers,” Mr. Crown has the ownership of certain shares attributed to him that arise from the business of Henry Crown and Company, an investment company where Mr. Crown serves as President, and trusts of which Mr. Crown serves as trustee (the “Attributed Shares”). Mr. Crown disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest. The Attributed Shares are distinct from shares Mr. Crown or his spouse own individually, or held in trusts for the benefit of his children (the “Crown Personally Held Shares”). The Firm has reviewed the potential pledging of the Attributed Shares with Mr. Crown, recognizes Mr. Crown’s distinct obligations with respect to Henry Crown and Company and the trusts, and believes such shares may be prudently pledged or

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •25

held in margin loan accounts. None of the Crown Personally Held Shares are pledged or held in margin accounts.

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.

2014 Director compensation table

The following table shows the compensation for each non-management director in 2014.

Director	Fees earned or  paid in cash ($) 1			Other fees earned or  paid in cash ($) 2			2014 Stock  award ($) 3			Total ($)
Linda B. Bammann		$	90,000		$	30,000		$	225,000		$	345,000
James A. Bell		90,000			25,000			225,000			340,000
Crandall C. Bowles		105,000			30,000			225,000			360,000
Stephen B. Burke		75,000			—			225,000			300,000
James S. Crown		115,000			47,500			225,000			387,500
Timothy P. Flynn		90,000			30,000			225,000			345,000
Laban P. Jackson, Jr.		115,000			222,500			225,000			562,500
Michael A. Neal		90,000			—			225,000			315,000
Lee R. Raymond 4		120,000			30,000			225,000			375,000
William C. Weldon		90,000			102,500			225,000			417,500

¹  Includes fees earned, whether paid in cash or deferred, for service on the Board of JPMorgan Chase.

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. Messrs. Crown, Jackson and Weldon, as directors of the Bank, received fees of $15,000, and as Chairman of the Board of the Bank, Mr. Weldon received an additional fee of $25,000. A fee of $2,500 is paid for each Specific Purpose Committee meeting attended (with the exception of the Omnibus Demand Committee and the Review Committee in connection with the CIO) and Ms. Bammann attended 12 meetings; Mr. Bell attended 10 meetings; Ms. Bowles attended 12 meetings; Mr. Crown attended 13 meetings; Mr. Flynn attended 12 meetings; Mr. Jackson attended 39 meetings; Mr. Raymond attended 12 meetings; and Mr. Weldon attended 25 meetings. Also includes for Mr. Jackson $110,000 in compensation during 2014 in consideration of his service as a director of J.P. Morgan Securities plc, one of the Firm’s principal operating subsidiaries in the United Kingdom and a subsidiary of the Bank.

³  On January 22, 2014, each director received an annual stock award in an amount of deferred stock units equal to $225,000, based on a grant date fair market value of $57.875. The aggregate number of option awards and stock awards outstanding at December 31, 2014, for each current director is included in the “Security ownership of directors and executive officers” table on page 66 of this proxy statement under the columns “Options/SARs exercisable within 60 days” and “Additional underlying stock units,” respectively. All such awards are vested.

^4.  As Lead Independent Director, Mr. Raymond received an additional retainer fee of $30,000.

26 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

Board’s role in risk management oversight

Risk is an inherent part of the Firm’s business activities. When the Firm extends a consumer or wholesale loan, advises customers on their investment decisions, makes markets in securities or conducts any number of other services or activities, the Firm takes on some degree of risk. The Firm’s overall objective in managing risk is to protect the safety and soundness of the Firm, avoid excessive risk taking, and manage and balance risk in a manner that serves the interests of our clients, customers and shareholders.

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. Each committee of the Board oversees reputation risk issues within its scope of responsibility.

Directors’ Risk Policy Committee (“DRPC”)

The DRPC approves and periodically reviews the primary risk management policies of the Firm’s global operations and oversees the operation of the Firm’s global risk management framework. The committee’s responsibilities include oversight of management’s exercise of its responsibility to assess and manage: (i) credit risk, market risk, liquidity risk, model risk, structural interest rate risk, principal risk, and country risk; (ii) the governance frameworks or policies for operational, fiduciary, reputational risks and the process for approving new products and services; and (iii) capital and liquidity planning and analysis.

The DRPC reviews the firmwide value-at-risk and market stress tolerances, as well as any other parameter tolerances established by management in accordance with the Firm’s Risk Appetite Policy. It reviews reports of significant issues identified by risk management officers, including reports describing the Firm’s credit risk profile, and information about concentrations and country risks.

The Firm’s Chief Risk Officer (“CRO”), line of business (“LOB”) CROs and LOB CEOs, heads of risk for Country Risk, Market Risk, Structural Interest Rate Risk, Liquidity Risk, Principal Risk, Wholesale Credit Risk, Consumer Credit Risk, Model Risk, Risk Management Policy, Reputation Risk Governance, Fiduciary Risk Governance, and Operational Risk Governance (all

referred to as Firmwide Risk Executives) meet with and provide updates to the DRPC. Additionally, breaches in risk appetite tolerances, liquidity issues that may have a material adverse impact on the Firm and other significant matters as determined by the CRO or firmwide functions with risk responsibility are escalated to the DRPC.

Audit Committee

The Audit Committeehas primary responsibility for assisting the Board in its oversight of the system of controls designed to reasonably assure the quality and integrity of the Firm’s financial statements and that are relied upon to provide reasonable assurance of the Firm’s management of operational risk. The Audit Committee also assists the Board in its oversight of legal and compliance risk.

Internal Audit, an independent function within the Firm that provides independent and objective assessments of the control environment, reports directly to the Audit Committee and administratively to the CEO. Internal Audit conducts independent reviews to evaluate the Firm’s internal control structure and compliance with applicable regulatory requirements and is responsible for providing the Audit Committee, senior management and regulators with an independent assessment of the Firm’s ability to manage and control risk.

Compensation & Management Development Committee(“CMDC”)

The CMDC assists the Board in its oversight of the Firm’s compensation programs and reviews and approves the Firm’s overall compensation philosophy and practices. The CMDC reviews the Firm’s compensation practices as they relate to risk and risk management in light of the Firm’s objectives, including its safety and soundness, and the avoidance of practices that encourage excessive risk taking.

The CMDC reviews and approves the terms of compensation award programs, including recovery provisions, vesting periods and restrictive covenants, taking into account regulatory requirements. The CMDC also reviews and approves the Firm’s overall incentive compensation pools and reviews those of each of the Firm’s lines of business and the Corporate segment.

The CMDC reviews the goals relevant to compensation for the Firm’s Operating Committee, reviews Operating Committee members’ performance against such goals

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •27

and approves their compensation awards. The CMDC recommends to the full Board’s independent directors, for ratification, the CEO’s compensation.

In addition, the CMDC periodically reviews the Firm’s management development and succession planning, as well as the Firm’s diversity programs. For additional information, please see “Succession planning” on page 36 of this proxy statement.

Our business principles

Effective corporate standards must be clearly articulated so that they may be fully understood by every person at the Firm. Our Firm’s standards are documented in our Business Principles, Code of Conduct and Code of Ethics for Finance Professionals.

Business Principles

We recently re-articulated our 20 core principles, representing four central corporate tenets: exceptional client service; operational excellence; a commitment to integrity, fairness and responsibility; and a great team and winning culture. The full set of Business Principles is included in our report “How We do Business — The Report”, which can be found on our website at jpmorganchase.com under the Investor Relations tab. These principles provide the road map for how all employees at JPMorgan Chase are expected to behave in their work.

Code of Conduct

The Code is our core conduct policy document and is designed to provide the direction for essential elements of the Business Principles road map. All new hires must complete Code training shortly after their start date. All employees are required to complete additional Code training and provide a new affirmationof their compliance with the Code annually. Code specialists are assigned to every one of our lines of business, corporate functions and regions to assist employees with any question on the Code or related policies.

Employees can report any known or suspected violations of the Code via the Code Reporting Hotline by phone, web, email, mail or fax. The hotline is anonymous, except in certain non-US jurisdictions where laws prohibit anonymous reporting, and is available 24/7 globally, with translation services. It is maintained by an outside service provider to enhance employee confidentiality.

In support of the Code, we maintain country-specific whistleblower policies as appropriate, as well as firmwide human resources policies affording protection for the good faith reporting of concerns raised by employees. We also provide training to employees in our Human Resources, Global Investigations and Legal departments regarding the review and treatment of employee-initiated complaints, including the proper escalation of suspected or known violations of the Code, other Firm policy or the law.

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.

Code of Ethics for Finance Professionals

We also have a Code of Ethics for Finance Professionals that applies to the CEO, CFO, Controller 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 in connection with 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 for Finance Professionals annually when they affirm compliance with the Code of Conduct.

28 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

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 common 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, the Firm’s Certificate of Incorporation permits 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 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 regularly to advance and protect the long-term interests of the Firm. Information about our approach, policies and procedures regarding political and legislative activities 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 on public policy matters, we will seek to disclose that information.

We do not use corporate funds to make independent political expenditures, including electioneering communications. In addition, we restrict the trade associations to which we belong from using our funds for any election-related activity.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •29

Proposal 2:

Advisory resolution to approve

executive compensation

Approve the Firm’s compensation practices and principles and their implementation for 2014 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 our employees. The Firm’s compensation system plays a significant role in our ability to attract, retain and motivate the highest quality workforce. The principal underpinnings of our 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 of 1934, as amended, this proposal seeks a shareholder advisory vote to approve the compensation of our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K through the following resolution:

“Resolved, that shareholders approve the Firm’s compensation practices and principles and their implementation for 2014 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, to be held not later than 2017.

The Board of Directors recommends a vote

FOR this advisory resolution to approve executive compensation.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •31

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. We regularly review our pay practices and actively seek out and strongly consider shareholder feedback in making potential changes. The following Compensation Discussion and Analysis (“CD&A”) is organized around five key considerations (summarized in the exhibit below) that we believe shareholders should focus on in their evaluation of our “Say on Pay” proposal.

CD&A Roadmap

32 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

STRONG UNDERLYING PERFORMANCE

•Strong underlying performance across our businesses while further strengthening our fortress balance sheet — ending the year with a Basel III Advanced Fully Phased-In common equity Tier 1 capital ratio of 10.2% (compared with 9.5% last year), while continuing to deliver sustained shareholder value

•Significant progress enhancing our controls; investing in our infrastructure, technology, people and training; and reinforcing our culture of accountability while working hard to strengthen our relationships with regulators

•Invested in our businesses and further strengthened the market leadership of our franchises by enhancing our clients’ experience across all our lines of business

•Continued to invest in developing our employees and strengthening our pipeline of leaders

Our lines of business continued their momentum from 2013 and exhibited strong performance in 2014, particularly in light of revenue headwinds, the long-term low interest rate environment, mortgage business volatility, and an evolving regulatory environment, including increased capital requirements. We delivered a 13% ROTCE, achieved record net income and earnings per share (“EPS”), and improved or maintained our significant market share position in each of the core businesses.

HIGHLIGHTS OF 2014 PERFORMANCE^1,2

¹  For notes on non-GAAP and other financial measures, including managed-basis reporting relating to the Firm’s LOBs, see page 109.

²  All comparative percentages provided in this table reflect changes from 2013 to 2014.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •33

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 $44.69 — a 12% compound annual growth rate from December 31, 2008 through December 31, 2014. Over the same period, we have also consistently increased diluted earnings per share (“EPS”) each year, except for 2013 due to the impact of fines and settlements with government agencies and private parties — achieving a compound annual growth rate of 26%. The exhibit below sets forth our TBVPS and EPS over the 2008–2014 period.

SUSTAINED FINANCIAL PERFORMANCE

TOTAL SHAREHOLDER RETURN

We delivered a 10% TSR¹ in 2014, following a year in which we delivered 37% TSR. On a one-year basis, although we underperformed the S&P 500 and S&P Financials Index (“S&P Financial Index”) (which delivered TSR of 14% and 15% respectively in 2014), we outperformed the industry-specific KBW Bank Index (“KBW Bank Index”), which delivered TSR of 9%. Our TSR on a three- and five-year basis was 105% and 67%, respectively, compared to the KBW Bank Index of 100% and 90%, respectively and the S&P Financial Index of 101% and 87%, respectively. The exhibit below shows our TSR expressed as cumulative return to shareholders since December 31, 2007. As illustrated in the exhibit, every $100 invested in JPMorgan Chase since December 31, 2007 would be valued at $168 as of December 31, 2014, outperforming the financial services industry over the period, as measured by the KBW Bank and S&P Financial Indices.

SUSTAINED SHAREHOLDER VALUE (“TSR”)

¹  Total shareholder return (“TSR”) assumes reinvestment of dividends.

34 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

SIGNIFICANT PROGRESS IN STRENGTHENING CONTROLS AND FURTHER REINFORCING OUR CULTURE

During the past several years, we have faced a series of legal and regulatory issues, some of which arose from firms we acquired during the financial crisis, others concerned industry-wide practices, and some involved mistakes of our own. The first step in moving forward is acknowledging our mistakes, which we have done, and then pursuing a course of action designed to mitigate and prevent similar mistakes from occurring in the future. We believe that a strong and sustainable control environment is integral to achieve this end, and this remains a top priority.

Mr. Dimon continues to lead the way in this initiative by addressing and committing the effort and resources necessary to address our legal, regulatory and control issues. Enhancements to our risk and control practices include:

• Strengthening our corporate culture, including improving our employees’ understanding of and adherence to our corporate standards and enhancing our corporate structure so that our Firm’s leadership is better positioned to uphold, exemplify and enforce those standards across the Firm. In addition, we have focused our attention on embedding our standards into the employee life cycle, starting with recruiting and hiring and extending to training, compensating, promoting, and disciplining employees.

• Investing in our control agenda to provide the necessary infrastructure and support while reaffirming the roles of the lines of business as our first line of defense. We have hired thousands of people, invested approximately $1.7 billion in 2014 on technology focused on our regulatory, control, and control related agenda across the Firm and implemented training and education programs that have touched every single one of our roughly 240,000 people working in more than 60 countries and 2,100 U.S. cities.

• Working hard to strengthen our relationship with regulators by expanding the engagement of our senior leaders, and improving our extensive interactions through enhanced transparency and responsiveness. As a global financial institution, we have the opportunity and obligation to contribute to

a well functioning global financial system, deliver a fair return to shareholders, and make a positive contribution to the people and institutions that are affected by our business. Making these contributions requires deep and sustained engagement with many parties, particularly our regulators.

ENHANCING THE CUSTOMER EXPERIENCE TO DELIVER SUSTAINED PERFORMANCE

Our performance reflects our commitment to invest in our businesses and further strengthen the market leadership of our franchises. We firmly believe that our future success rests on our ability to continually improve upon our customers’ experience. The following are examples of recent actions taken by our lines of business to enhance our customers’ experience:

• Consumer & Community Banking — We sought advice from front line employees — altogether, employee feedback has generated more than 1,100 improvements to customer service over the last two years alone. In addition, we have evolved to serve our customers’ changing needs, including redesigning our branches and how we staff them, upgrading our online and mobile services, and utilizing the latest technology such as ApplePay.

• Corporate & Investment Bank — We have reorganized the way our teams work together to foster greater continuity and accountability — from sales to onboarding, to client service, to operations and technology. Reducing silos, increasing accountability and improving information flow across teams are resulting in more positive client interactions.

• Commercial Banking — We developed an online dashboard that clients can access to monitor system performance. We also track employee interactions with clients to see that we are treating clients the right way and to identify potential areas for improvement.

• Asset Management — We recognize that effective money management requires not only delivering strong investment performance, but a focus on client education, as well as specialized expertise and solutions in the areas that are most important to our clients. In addition, given our business, we act as a fiduciary in a number of ways, including as a

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •35

trustee for individuals and families, as a discretionary investment advisor for individuals, and as a trustee of commingled funds. We have recently strengthened our commitment to these responsibilities by adding staff members in several key areas and increasing our checks and balances.

INVESTMENT IN OUR PEOPLE

Our employees’ effectiveness, career development, and ability to adapt to a changing landscape are critical for us to continue to deliver sustained shareholder value. In addition, maintaining our corporate standards and strong financial performance for the long term requires a pipeline of high-caliber talent. We also believe that the most effective workforce is a diverse workforce, and as such, we maintain firmwide inclusion and diversity initiatives to attract and retain the highest quality talent.

Employee development

When employees join the Firm, it’s our responsibility to help them build their knowledge, skills and experience. We spend an estimated $300 million per year on training programs at all levels. Programs range from entry-level training to leadership and management courses and are tailored when necessary to individual functions, lines of business or geographic regions.

Management development

Throughout the organization, we work to develop a pipeline of qualified leaders through expansive training and development programs and mobility of managers to prepare them for greater responsibility. We have multiple levels of management training designed to further develop leadership skills and prepare managers for career progression, with a description of some of these programs below.

• CEO Bootcamp — our highest level program targeted for our most senior executive leaders focused on both internal and external challenges that face a senior executive running a business or function.

• Leaders Morgan Chase — a leadership program that is designed to develop a greater appreciation for the breadth of the Firm and taking a firmwide perspective in decision making while focusing on individual leadership styles.

• Leading Across the Franchise — a senior leadership program that is targeted at the next level of senior managers, also focusing on firmwide decision making and individual leadership styles.

• Management training for all levels of managers throughout the Firm — a global effort currently underway to develop and deliver a firmwide approach to training at key transition points in a manager’s career path.

Succession planning

Succession planning is a top priority for the Board and the Firm’s senior leadership with the objective of ensuring we have a steady pipeline of leaders for both the immediate and long term. To achieve this objective, the Board and management take a very proactive approach. Our Compensation & Management Development Committee (“CMDC”) frequently discusses succession planning for the CEO and entire Operating Committee.

Our full Board discusses succession planning for the CEO, with our Lead Independent Director guiding the process. 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. The Board has succession plans in place to address both short-term unexpected events, as well as long-term planned occurrences, such as retirement or change in roles.

Similar processes, led by the applicable management team, occur within each of the Firm’s lines of business and functions.

Diversity

Diversity and inclusion are cornerstones of the Firm. We are committed to a culture of openness and meritocracy, and believe in giving all individuals an opportunity to succeed while bringing their whole selves to work. Our diverse employee base and inclusive environment are strengths that lead to the best solutions for our customers and for every community that we serve. Our diversity and inclusion strategy has three pillars – Workforce, Workplace and Marketplace – with Management Accountability as the foundation and element most critical to our ability to

36 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

hire, train and retain great and diverse employees whose unique perspectives help us realize our business objectives.

Managers at all levels in the organization play a critical role in the hiring, development, promotion and retention of talent at JPMorgan Chase. Launched in 2014, the Blueprint for Diversity & Inclusion is designed to help managers of teams of all sizes understand why diversity and inclusion is a critical business priority at the Firm. Another way that we support diversity and inclusion is through our Business Resource Groups (“BRGs”), which engage employees with common interests and encourage them to use their unique perspectives to advance the Firm’s priorities in the global marketplace. One in every five of our employees is a BRG member. We sponsor and recognize our BRGs for their continuing support of our business goals, diversity strategy, and people and talent objectives.

We continue to invest significant time and effort towards our diversity strategy, including expanding our diversity scholarship program, increasing marketing and events on college and university campuses, and leveraging and executing best practices more consistently firmwide.

We also maintain diversity advisory councils that meet monthly to ensure the Firm is making progress in meeting its diversity objectives globally.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •37

PAY-FOR-PERFORMANCE PRACTICES

•Independent oversight by the CMDC and Board; governed by sound, consistent philosophy and guiding principles

•Rigorous and holistic assessments of performance, over a multi-year period, covering Firm, LOB, and individual performance while utilizing an integrated risk framework

•Comprehensive and thoughtful examination of external market practices, value of position to Firm over time, regulatory requirements considerations and shareholder expectations

PAY-FOR-PERFORMANCE FRAMEWORK

The CMDC reviews and approves the Firm’s compensation philosophy, which guides how the Firm’s compensation plans and programs are designed for both the Operating Committee (“OC”), as well as all employees at the Firm. The Operating Committee is the senior leadership team of the Firm and its members report directly to our CEO.

The CMDC uses a disciplined pay-for-performance framework to make executive compensation decisions commensurate with Firm, line of business, and individual performance, while considering other relevant factors, including market practices. A description of how the CMDC assesses OC members’ performance, and the factors it considers in setting pay levels, is provided below.

ASSESSMENT OF PERFORMANCE

The CMDC uses a balanced approach in assessing OC members’ performance against four broad performance categories:

1. Business and financial results

2. Risk and control outcomes

3. Client and customer goals

4. People and leadership objectives

These four performance categories appropriately consider short-, medium- and long-term goals that drive sustained shareholder value, while accounting for risk and control outcomes. The performance of our Named Executive Officers (“NEOs”) against these categories is discussed in detail in Section 3, “How did we pay our CEO and other NEOs?” on page 41 of this proxy statement.

PERFORMANCE AGAINST EMERGING ISSUES

The CMDC also assesses OC members’ performance against emerging challenges that may develop unexpectedly in a given period. The CMDC believes that a hallmark of good leaders is their ability to navigate new terrain, address emerging issues and provide the vision, guidance and direction needed to successfully confront these challenges while continuing to deliver sustained results.

INTEGRATING RISK WITH THE COMPENSATION FRAMEWORK

To encourage a culture of risk awareness and personal accountability we approach our incentive compensation arrangements through an integrated risk, finance, compensation and performance management framework. The Firm conducts quarterly control forums to discuss material risk and control issues which may potentially result in a compensation pool or individual impact. Control forums are conducted at the Firm, regional, and line of business/corporate level. A detailed description of our risk review process is provided in Section 5, “How do we address risk and control?” on page 54 of this proxy statement.

DETERMINING PAY LEVELS

In determining compensation levels for OC members, the CMDC considers the following factors so that pay is commensurate with performance, attracts and retains top talent and motivates outstanding sustained performance:

• Performance, including risk and control, as described above

• Value of the position to the organization and shareholders over time (i.e., “value of seat”)

38 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

• Setting an example for others by doing “what’s right” and strengthening our culture

• External talent market (i.e., market data)

• Internal equity among OC members

While market data provides the CMDC with useful information regarding our competitors, the CMDC does not target any specific positioning (e.g., 25^th or 50^th percentile, etc.), nor does it use a formulaic approach in determining competitive pay levels. Instead, the CMDC uses a range of data as a reference, which is considered in the context of each executive’s performance over a multi-year period, as well as the value the individual delivers to the Firm. In addition, since the Firm rotates some of its executive officers among the leadership positions of its businesses and key functions as part of development and succession planning, the CMDC also places importance on the internal pay relationships among members of the Operating Committee.

WHY WE DON’T USE A FORMULA

The CMDC regularly reviews the Firm’s pay programs in light of emerging practices, shareholder feedback, regulatory requirements, overall effectiveness and business strategy. In 2014, the CMDC assessed the benefits that might be derived from a more formulaic approach with defined performance metrics but, after careful consideration, determined that its balanced and disciplined approach continues to be in the best interests of the Firm and shareholders at this time.

Given the diverse nature of our Firm, our evaluation of the Firm does not lend itself to a simple formulation to determine a single “score” or outcome that is indicative of overall performance. The CMDC therefore utilizes a balanced and disciplined approach so that its performance assessment reflects Firm, line of business and individual performance over a multi-year period.

In addition, using a formula can lead to misalignment between pay and performance. For example, in 2012 the Firm achieved record financial performance despite the CIO trading losses. If the CMDC used a purely formulaic approach and did not have complete discretion to apply business judgment in deciding appropriate compensation, the actual pay levels for certain executives that year could have been significantly higher, resulting in an outcome that would not have aligned with shareholders’ interests.

CMDC AND BOARD REVIEW PROCESS

We believe our holistic and rigorous approach in assessing Firm, LOB and individual performance enables the CMDC and Board to make informed decisions regarding performance and OC members’ individual contributions.

Our comprehensive performance review process includes the following key features:

• Board extensively reviews Firm and LOB budgets and business plans

• CEO establishes individual performance priorities for the OC members, which are reviewed with the CMDC

• Throughout the year, the Board and CMDC review Firm, LOB and individual performance

• All LOBs and regions conduct quarterly control forums to discuss any identified risks that may materially impact the OC members’ performance reviews and related compensation

In parallel with the performance review process, the CMDC engages in regular discussions with the CEO and the Director of Human Resources on OC members’ performance and potential through the year. The CMDC believes that this proactive process (vs. determining pay levels during a single year-end process) leads to pay decisions that are more commensurate with performance.

EVALUATING MARKET PRACTICES

In order to effectively attract, motivate and retain our executives, the CMDC receives regularly updated market data for both pay levels and pay practices.

Given the diversity of the Firm’s businesses the CMDC has developed both a Financial Services Peer Group (composed of large financial services companies that the Firm competes with directly, for both business and talent) and a General Industry 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

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •39

• Comparable size

• Recruits top talent

In benchmarking NEO pay levels, the CMDC uses market data from both peer groups, and considers the size of the firms and the nature of their businesses in using this data.

As part of good governance practices, in 2014 the CMDC reviewed the current peers used to assess compensation practices and market pay levels for the Operating Committee. Although the CMDC prefers to keep the peer group substantially consistent from year to year, adjustments are occasionally warranted so that our peer group of companies remains aligned with the selection criteria.

The CMDC believes that our current Financial Services Peer Group includes those companies that best reflect our product/service mix, and reflect our main competitors for talent.

In an effort to have the General Industry Peer Group better reflect those companies with which we compete for talent and review from a best practices perspective, the CMDC made the following changes for 2014:

• Removed: Altria, Cisco and HP

• Added: AT&T, Coca-Cola, CVS and Verizon

The CMDC also references other financial firms for comparison, including Barclays, BNY Mellon, BlackRock, Capital One Financial, Credit Suisse, Deutsche Bank, HSBC and UBS.

The table below sets forth both our Financial Services and General Industry Peer Groups.

The tables below set forth a summary of the financial attributes of our Financial Services and General Industry Peer Groups, (e.g., revenue, net income, market capitalization, and number of employees), and our relative positioning based on these attributes.

2014 Peer Group Financials¹

¹  Source: Annual reports

40 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

EXECUTIVE COMPENSATION SUPPORTS STRATEGY

•Mr. Dimon and the other NEOs delivered strong Firm and individual performance in 2014 continuing their track record of successfully adapting to an evolving landscape

•2014 NEO pay levels were determined based on 2014 performance, historical performance and achievements that position our Firm for future success

•Majority of compensation is performance based, and deferred into long-term equity, which is linked to stock price and subject to both holding requirements and extensive clawback provisions to align with shareholder interests

MR. DIMON’S 2014 PERFORMANCE

The decision by the CMDC and the independent members of our Board to award Mr. Dimon total compensation consistent with the amount of his 2013 compensation reflects our disciplined pay-for-performance framework, which is the cornerstone of our executive compensation program.

In addressing Mr. Dimon’s performance, the CMDC and Board focused on the Firm’s strong results in 2014, continuing its track record of successfully adapting to an evolving and challenging landscape. The 2014 priorities the Board set out for Mr. Dimon centered on building exceptional client franchises, operating with fortress principles and maximizing long-term shareholder value. These support the Board’s expectations that going forward the Firm will be able to produce ROTCE of approximately 15%, a Basel III Advanced Fully Phased-In common equity Tier 1 capital ratio of approximately 12%, and an overhead ratio of 55% +/- over the long-term.

Mr. Dimon, through his leadership and individual performance, made significant progress in 2014 towards the above priorities by achieving the following:

• Driving four leading client franchises that together produce significant value and additional revenue, earnings and expense benefits - each maintaining or improving market share

• Consistently investing and innovating to maintain exceptional client focus and an effective long-term strategy

• Creating a strong foundation of capital, liquidity, balance sheet and risk discipline that helped facilitate the Firm’s business simplification and de-risking efforts and reinforce our commitment to controls and culture

• Demonstrating the flexibility, strategic direction and foresight to deliver strong capital returns while adapting to regulatory change, including our capital and liquidity frameworks

• Meeting or exceeding the Firm’s capital, liquidity and expense targets for the year

These accomplishments were significant, particularly in light of the revenue headwinds, the long-term low interest rate environment, mortgage business volatility, and the regulatory environment, including increased capital requirements. Notwithstanding these factors, the Firm delivered strong underlying financial performance marked by stable revenues of $94.2 billion, record net income and EPS, a 13% ROTCE, and increased Basel III Advanced Fully Phased-In common equity Tier 1 capital ratio of 10.2% (up 70 basis points year-over-year), while returning $10 billion net to shareholders.

Additional information relating to Mr. Dimon’s 2014 achievements are detailed on the following page, and have been organized under four major categories — business results, risk & control, customers & clients and people management & leadership that the Board uses to assess Operating Committee member performance.

The Board concluded that Mr. Dimon’s performance was a large contributing factor to the shareholder value that continues to be delivered and that the compensation determinations they made for 2014 are reasonable, principle-based, and consistent with the Firm’s compensation philosophy — including the alignment to performance (which is discussed in greater detail on pages 42-44 of this proxy statement).

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •41

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 2014 and related compensation are provided below.

MR. DIMON’S PAY-FOR-PERFORMANCE
2014 Performance	2014 Compensation

BUSINESS RESULTS

• Achieved record net income of $21.8 billion, on net revenue of $94.2 billion, illustrating Mr. Dimon’s focus on efficiency and achieving cost synergies across lines of business

• Increased tangible book value for the 10th consecutive year, with a year-over-year increase of 10%, from $40.81 to $44.69

• Strong ROTCE of 13% versus through-the-cycle target of 15–16% and delivered record EPS of $5.29, while increasing our Basel III Advanced Fully Phased-In common equity Tier 1 capital ratio to 10.2% from 9.5%

• Delivered sustained shareholder value

RISK & CONTROL

• Continued to make the regulatory and control agenda a top priority of the Firm and deployed substantial resources to this effort, including spending $2 billion more in 2014 than was spent in 2012 on regulatory and control issues

• Focused attention on clearly communicating and enforcing our corporate standards to all levels of management

• In addressing the regulatory and enforcement matters affecting the Firm, Mr. Dimon worked to ensure that the Firm took prompt and appropriate action, including thorough internal reviews, holding appropriate individuals responsible and enhancing applicable oversight and controls

• Continued to fortify the Firm’s cybersecurity program, including supporting the creation of three new cybersecurity operations centers, improved information sharing between fraud control in CCB and the cybersecurity teams and the appointment of firmwide Chief Information Security Officer and Chief Procurement Officer

CUSTOMERS & CLIENTS

• Maintained or improved first class franchise and reputation

— CIB participated in nine of the top ten fee-paying transactions, according to Dealogic

— AM continues to fortify its reputation in the marketplace through its outstanding sustained performance

— Chase is ranked #1 in customer satisfaction by its clients

— CB: #1 multifamily lender in the U.S.

• Investing $100 million in Detroit over five years to support and accelerate its recovery from the financial crisis and strengthened our commitment to hire military veterans (hired over 8,200+ US veterans and service members since 2011)

PEOPLE MANAGEMENT & LEADERSHIP

• Continued to develop our outstanding management team, which successfully led the Firm through a challenging operating environment

• Worked closely with the CMDC and the Board on OC members development and succession planning

• Invested significant time and resources to strengthen the Firm’s talent pipeline and succession planning, including the creation of a new Management Development Program for all levels of managers throughout the Firm

• Invested significant time and effort enhancing our diversity program, with the Firm recognized as being a top employer for women, blacks, Hispanics, LGBT and veterans

42 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

CEO HISTORICAL PAY-FOR-PERFORMANCE

The exhibit below illustrates the strong connection between Mr. Dimon’s pay and the Firm’s performance since the financial crisis (i.e., last seven years), and reinforces the effectiveness of the CMDC’s balanced and holistic approach.

STRONG RELATIVE PAY-FOR-PERFORMANCE ALIGNMENT

• Mr. Dimon has generated more profit per dollar of compensation paid than other CEOs in our Financial Services Peer Group (as measured by total compensation as a percentage of net income from 2011 to 2013, in aggregate).

• We generated more cumulative net income on a five and seven-year basis than any of our financial services peers, while steadily increasing our common equity Tier 1 ratio.

• In each of the last seven years, our ROTCE has been higher than the median of our peers, exceeding it by more than 3% on average.

¹   Percentage of profits paid is equal to three year average CEO compensation divided by three year average net income. Methodology for determining Total Compensation is provided on page 44, footnote 1. Source: Annual reports and proxy statements

STRONG ABSOLUTE PAY-FOR-PERFORMANCE ALIGNMENT

Variability in Mr. Dimon’s pay over the last seven years illustrates our commitment to paying for performance

* Despite record net income in 2012, the Board significantly reduced Mr. Dimon’s pay in response to CIO trading losses.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •43

MR. DIMON’S COMPENSATION IN CONTEXT

Based on Mr. Dimon’s 2014 performance, the CMDC awarded Mr. Dimon total annual compensation of $20 million, consisting of a $1.5 million annual salary and $18.5 million in incentive compensation directly linked to his performance, of which $7.4 million (40%) was awarded as a cash incentive and $11.1 million (60%) was awarded in long-term equity, in the form of RSUs vesting 50% after year two and 50% after year three, subject to extensive clawback and recovery provisions. The Board’s decision to award Mr. Dimon 40% in cash incentives reflects the Board’s desire to return Mr. Dimon’s pay mix to market-competitive levels, after two consecutive years in which the Board deferred 100% of Mr. Dimon’s incentives into long-term equity.

In assessing Mr. Dimon’s 2014 performance and determining his potential pay, the CMDC and independent members of our Board considered CEO pay for our Financial Services Peer Group as a reference. The exhibit below illustrates the reasonableness of Mr. Dimon’s compensation relative to these peers (based on three-year average total compensation), particularly in light of our strong sustained performance.

Prior Three-Year Average CEO Total Compensation (2011–2013)¹ 

($ in millions)

¹  Total compensation is based on base salary, actual cash bonus paid in connection with the performance year, and target value of long-term incentives awarded in connection with the performance year. The most recently used compensation data is 2013 since not all of our Financial Services Peer Group will have filed their proxy statements before the preparation of our own proxy statement. Source: Proxy statements

44 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

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 Investment Bank’s Global Controller in the Finance 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 2014 and related compensation are provided below.

MS. LAKE’S PAY-FOR-PERFORMANCE

2014 Performance

• Priorities for Ms. Lake as she entered her second year as CFO were focused on improving and solidifying our Global Finance organization to help the Firm navigate the changing financial/regulatory landscape more effectively; enhancing our overall risk and control governance; improving relationships with our regulators particularly with regards to reporting, CCAR, and Recovery and Resolution; strengthening investor engagement; and leading certain people initiatives.

• In recognition of her achievements (highlighted below), as well as her growth in the role, her compensation relative to comparable CFOs and other NEOs, and her standing among high caliber CFOs in our industry, she was awarded total compensation of $10 million, up from $8.5 million in 2013.

2014 Compensation

SUMMARY OF 2014 KEY ACHIEVEMENTS

Business Results	Risk & Control
• Significantly enhanced the Global Finance organization, including optimization of internal capital allocations in light of higher overall capital levels in the industry, and established a Shareholder Value Added (“SVA”) framework for evaluation of sub-LOBs • Oversaw reduction in adjusted expense by more than $600 million during 2014 • Led the Firm’s annual Comprehensive Capital Analysis and Review (“CCAR”) and Recovery and Resolution plan submissions	Significantly enhanced the Firm’s risk, control and governance environment: — Implemented Regulatory Reporting Exam process (“RREX”) to monitor action plans, interdependencies and impacts of firmwide outstanding regulatory requests — Established regular senior governance forums for proper oversight of regulatory agenda — Developed robust governance process and program for compliance with OCC Heightened Standards
Customers & Clients	People Management & Leadership
• Further strengthened engagement with investors by improving and simplifying earnings announcement process and disclosures, and interacting with investors through numerous forums (e.g., conferences, speaking engagements, investor road shows, etc.) • Achieved #1 CFO ranking by buy-side and #2 ranking by sell-side analysts for large-cap banks according to Institutional Investor Magazine	• Implemented a robust talent review initiative to develop strong succession pipeline throughout the entire finance organization and continued to drive firmwide diversity initiatives, including expansion of “Women on the Move”

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •45

MARY ERDOES: CEO ASSET MANAGEMENT

Ms. Erdoes was appointed Chief Executive Officer of Asset Management (“AM”) in September 2009. She previously served as CEO of the J.P. Morgan Private Bank from 2005 to 2009. Ms. Erdoes’ key achievements in 2014 and related compensation are provided below.

MS. ERDOES’ PAY-FOR-PERFORMANCE

2014 Performance

• Given Ms. Erdoes’ continued leadership of the AM business and the excellent growth trend she has helped drive, the priorities for 2014 were to continue the momentum from the exceptional 2013 financial performance; improve and enhance the control and fiduciary culture of AM; maintain or improve investment performance and sustain the value delivered to clients; and cultivate and strengthen the talent pipeline in strategic leadership positions.

• The CMDC considered Ms. Erdoes’ key achievements (highlighted below), particularly her ability to lead AM to another record year of financial results, continued high AUM rankings, improvements in the number of top rated funds, significant progress on the AM control agenda and infrastructure and key leadership identification and retention, as well as her pay relative to comparable peer company executives and other NEOs, in determining an increase in her total compensation from $15 million to $16.5 million was appropriate.

2014 Compensation

SUMMARY OF 2014 KEY ACHIEVEMENTS

Business Results	Risk & Control
Achieved outstanding financial results, continuing the momentum from 2013: — Record revenue ($12.0 billion) and record net income ($2.2 billion) with pretax margin of 29% and ROE of 23% — Record assets under management of $1.7 trillion including $80 billion of long-term flows — Record average deposit balances ($150 billion) and record average loan balances ($100 billion)	Continued focus on independent risk management and measurement, including enhancement of fiduciary culture: — Built world class control infrastructure by investing significant time and resources, including the hiring of over 700 new control employees — Implementing an enhanced framework to address conflicts of interest
Customers & Clients	People Management & Leadership
Continued to deliver sustained value to customers through outstanding performance: — AUM ranked in the top two quartiles for investment performance, with a ranking of 76% over five years — Percentage of JPM mutual fund assets rated as 4 or 5 stars increased to 52% from 49% year over year	Executed on several key talent initiatives: — Robust talent review to identify top performers and cultivate strong succession pipeline; unified Global Investment Management business under one CEO — Effective top talent retention including 96% of senior portfolio managers — Continued to drive diversity efforts as senior sponsor of “Women on the Move” and “PRIDE” programs

46 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

DANIEL PINTO: CEO CORPORATE & INVESTMENT BANK

Mr. Pinto was appointed Chief Executive Officer for the Corporate & Investment Bank (“CIB”) in March 2014, after previously serving as Co-CEO. Mr. Pinto has also been Chief Executive Officer of the Firm’s EMEA region since June 2011. Mr. Pinto’s key achievements in 2014 and related compensation are provided below.

MR. PINTO’S PAY-FOR-PERFORMANCE

2014 Performance

• Mr. Pinto’s priorities were to continue to drive strong financial performance while continuing to execute on business simplification efforts, and to strengthen and advance the Firm’s reputation with clients. Mr. Pinto was also expected to strengthen and solidify his management team in light of the elimination of the CIB’s Co-CEO role. He also had to lead CIB’s efforts to address the significant and emerging risk and control challenges facing CIB, particularly the foreign currency (“FX”) regulatory and enforcement matters.

• The CMDC recognized that Mr. Pinto delivered solid results in a challenging environment; executed on business simplification initiatives; maintained or advanced the market position of key business segments and successfully restructured his management team.  The CMDC balanced these achievements with the negative impact from the FX enforcement matter and awardedhim total compensationthatwasunchangedfrom2013.

2014 Compensation

For Mr. Pinto, the terms and composition of his compensation reflect the requirements of local U.K. regulations (see page 59 for additional details).

SUMMARY OF 2014 KEY ACHIEVEMENTS

Business Results	Risk & Control
• Achieved revenues of $34.6 billion in a challenging environment, while executing business simplification initiatives, including exiting non-core businesses such as physical commodities • Increased investment banking fees by 4% to $6.6 billion, with advisory fees increasing 24% to $1.6 billion. ROE of 10% (13% excluding legal expenses) • Provided credit and raised capital of over $1.6 trillion for clients, up 7% from 2013	CIB experienced significant risk and control challenges in 2014, particularly in FX regulatory and enforcement matters. Mr. Pinto helped lead the Firm’s response to these issues, including: — Enhanced governance by improving business and operational controls work, client de-risking efforts, and AML consent order program management — Streamlined business control committee structure and enhanced linkages and escalation to appropriate control forums — Strengthened self-assessment process of the businesses to focus on mapping, testing and validating critical risks and controls
Customers & Clients	People Management & Leadership
• CIB participated in nine of the top ten fee-generating investment banking transactions in 2014 (per Dealogic) • Further strengthened the Firm’s reputation with clients, demonstrated by the Firm’s market positioning: — #1 in Global Investment Banking fees — #1 in Markets revenue — #1 in All-America Fixed Income and Equity Research — #1 U.S. Dollar wire clearer	• Restructured the CIB management team and provided expanded roles for top performers to help drive sustained performance • Drove diversity initiatives across the organization, including launching the ReEntry pilot program, sponsored the diversity committee, and initiated a program to target VP skills development for women and diverse employees

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •47

MATTHEW ZAMES: CHIEF OPERATING OFFICER

Mr. Zames was appointed Chief Operating Officer for the Firm in April 2013, after previously serving as Co-COO since July 2012. 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, including management of the Firm’s liquidity, funding and structural interest rate risk, including the Chief Investment Office and Treasury. He also manages several strategic firmwide functions including Technology and Operations, Oversight & Control, Compliance, Mortgage Capital Markets, Private Investments, Intelligent Solutions, Corporate Strategy, Regulatory Affairs, Procurement, Security & Safety, Real Estate, General Services, and Military & Veteran Affairs.

Mr. Zames’ key achievements in 2014 and related compensation are provided below.

MR. ZAMES’ PAY-FOR-PERFORMANCE

2014 Performance

• Priorities for Mr. Zames centered on expanding and strengthening a number of critical, strategic initiatives spanning the Firm, including leading capital and liquidity management refinements, CIO and Treasury restructuring, advancing the control, compliance, and regulatory agenda and expense efficiency and productivity initiatives; enhancing the Firm’s conduct and culture programs; and developing strategies for improving the Firm’s cybersecurity programs.

• The CMDC recognized Mr. Zames’ significant progress (highlighted below) against these priorities, the critical nature of his role and his compensation relative to pay for comparable executives and other NEOs in awarding him total compensation unchanged from 2013.

2014 Compensation

SUMMARY OF 2014 KEY ACHIEVEMENTS

Business Results	Risk & Control
Successfully led key firmwide initiatives, including: — Refined capital and liquidity management across the Firm, including the reorganization of CIO and Treasury to create holistic responsibility for the Firm’s balance sheet — Managed firmwide duration of equity (“DOE”) target for CIO portfolio by establishing disciplined framework for reinvestment activity — Led exit of private equity business, including the sale of a number of portfolio companies — Led firmwide strategic effort in executing expense efficiency initiatives and improving productivity	• Led efforts that made significant progress towards addressing regulatory consent order requirements, and timely remediated numerous outstanding action items mandated by regulators. He also led efforts to pilot the Culture & Conduct program in EMEA and to roll out program globally. • Led the development of a firmwide, multi-year cybersecurity program, including the creation of three new cybersecurity operations centers. In addition, Mr. Zames appointed the firmwide Chief Information Security Officer and Chief Procurement Officer.
Customers & Clients	People Management & Leadership
• Executed on target state for pension portfolio focusing on improving liquidity. In addition, Mr. Zames devoted significant time and resources to strengthen relationships with regulators and policy makers internationally.	• Developed new COO leaders program and established robust Managing Director promotion process for the Corporate Function to strengthen key leadership roles • In addition, he led numerous diversity initiatives, including piloting a military apprenticeship for active duty soldiers, rolled out a “buddy” program to help assimilate newly hired executives with a focus on diverse hires and created a structured sponsorship program for Executive Directors with focus on promotion-ready women and diverse populations

48 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

2014 NAMED EXECUTIVE OFFICER COMPENSATION

The table below sets forth compensation awarded to our NEOs in connection with 2014, including salary and performance-based compensation paid in 2015 for 2014 performance. The table also contains compensation for the years 2012 and 2013, as applicable, for our NEOs whose compensation is reported in the Summary Compensation Table (“SCT”) for those years.

	ANNUAL COMPENSATION (FOR PERFORMANCE YEAR)
Name and  Principal position				INCENTIVE COMPENSATION
	Year	Salary		Cash		RSUs		SARs		Total
James Dimon	2014	$	1,500,000	$	7,400,000	$	11,100,000	$	—	$	20,000,000
Chairman and Chief Executive Officer	2013	1,500,000		—		18,500,000		—		20,000,000
	2012	1,500,000		—		10,000,000		—		11,500,000
Marianne Lake	2014	750,000		3,700,000		5,550,000		—		10,000,000
Chief Financial Officer	2013	750,000		3,100,000		4,650,000		—		8,500,000
Mary Callahan Erdoes	2014	750,000		6,300,000		9,450,000		—		16,500,000
Chief Executive Officer Asset Management	2013	750,000		5,700,000		8,550,000		—		15,000,000
	2012	750,000		4,900,000		7,350,000		2,000,000		15,000,000
Daniel E. Pinto 1	2014	7,415,796		—		9,584,204		—		17,000,000
Chief Executive Officer Corporate &  Investment Bank	2013	750,000		8,125,000		8,125,000		—		17,000,000
	2012	750,000		8,125,000		7,125,000		1,000,000		17,000,000
Matthew E. Zames	2014	750,000		6,500,000		9,750,000		—		17,000,000
Chief Operating Officer	2013	750,000		6,500,000		9,750,000		—		17,000,000
	2012	750,000		6,100,000		9,150,000		1,000,000		17,000,000

¹  Additional information on the composition of Mr. Pinto’s compensation is on page 59 of this proxy statement.

Interpreting 2014 NEO compensation

The table above is presented to show how the CMDC viewed compensation awarded for 2014. 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 a performance year is completed. In both the table above and the SCT, cash incentive compensation paid in 2015 for 2014 performance is shown as 2014 compensation. The table above treats equity awards (restricted stock units (“RSUs”) and stock appreciation rights (“SARs”)) similarly, so that equity awards granted in 2015 for 2014 performance are shown as 2014 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 2014 in respect of 2013 performance.

2. The SCT reports the change in pension value and nonqualified deferred compensation and all other compensation. These amounts are not shown above.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •49

PAY ELEMENTS

Base salary

Salary is a fixed portion of total compensation. However, we believe that base salaries should represent a small fraction of OC members’ total pay (except where required to be higher based on local rules or regulatory requirements/jurisdictional limitations) in order to make the majority of their compensation ‘at-risk’, thereby aligning their interests with those of shareholders.

Variable compensation (annual and long-term incentives)

We believe that our variable compensation programs serve a fundamental role in motivating our executives to deliver sustained shareholder value and rewarding them with an appropriate mix of short- and long-term incentives aligned to performance. The exhibit below sets forth our variable compensation elements for 2014.

Variable Compensation Program — Long-Term Alignment with Shareholders

50 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

PAY PRACTICES SUPPORT SHAREHOLDER INTERESTS

•Sound compensation philosophy drives compensation program and related decision-making at every level of our Firm

•Executives do not receive any special benefits, special severance, golden parachutes, or guaranteed bonuses

•We actively seek shareholder feedback on pay practices and strongly consider it in making pay-related decisions

COMPENSATION PHILOSOPHY

Our compensation philosophy provides guiding principles that drive compensation-related decision-making across every level of our Firm. We believe that well-established and clearly communicated core compensation values drive fairness and consistency across our Firm. The table below sets forth a summary of our compensation philosophy.

KEY TENETS OF COMPENSATION PHILOSOPHY
Tying pay to performance and aligning with shareholders’ interests	ŸIn making compensation related decisions, we focus on multi-year, long-term, risk-adjusted performance and reward behaviors that generate sustained value for the Firm, which means compensation should not be overly rigid, formulaic or focused on the short term. ŸA majority of NEO incentive compensation should be in stock that vests over multiple years.
Encouraging a shared success culture	ŸTeamwork should be encouraged and rewarded to foster a “shared success” culture. ŸContributions should be considered across the Firm, within business units, and at an individual level when evaluating an employee’s performance.
Attracting and retaining top talent	ŸOur long-term success depends on the talents of our employees. Our compensation system plays a significant role in our ability to attract, motivate and retain top talent. ŸCompetitive and reasonable compensation should help attract and retain the best talent to grow and sustain our business.
Integrating risk management and compensation	ŸDisciplined risk management, compensation recovery, and repayment policies should be robust enough to deter excessive risk-taking. ŸRisk disciplines and control forums should generate honest, fair and objective evaluations and identify individuals responsible for any risk-related events and their accountability. ŸRecoupment policies should go beyond regulatory minimum requirements and include recovery of cash and equity compensation.
No special perquisites and non-performance based compensation	ŸAn executive’s compensation should be straightforward and consist primarily of cash and equity incentives. ŸWe do not have special supplemental retirement or other special benefits just for executives, nor do we have any change in control agreements, golden parachutes, merger bonuses, or other special severance benefit arrangements for executives.
Maintaining strong governance	ŸIndependent board oversight of the Firm’s compensation practices and principles and their implementation should foster proper governance and regulatory compliance. ŸOur CMDC is composed entirely of independent directors. It defines the Firm’s compensation philosophy, reviews and approves the Firm’s overall incentive compensation pools, and approves compensation for our Operating Committee, including the terms of compensation awards.
Transparency with shareholders	ŸAs a Firm, we believe that an essential component of good governance is transparent disclosure to shareholders relating to our executive compensation program. Specifically, we believe that all material terms of our executive pay program, and any actions on our part in response to significant events should be disclosed to shareholders, as appropriate, in order to provide them with enough information and context to assess our program and practices, and their effectiveness.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •51

PAY PRACTICES ARE ALIGNED WITH COMPENSATION PHILOSOPHY

We believe the effectiveness of our compensation program is dependent upon how well our pay practices are aligned with our compensation philosophy. The table below illustrates the strong alignment between our compensation philosophy and pay practices. We actively seek and consider shareholder feedback when reviewing and improving our executive compensation practices. In 2014, approximately 78% of votes cast at our annual meeting supported our “Say on Pay” proposal. Following this, we sought feedback on our pay practices during our shareholder outreach program, hosting approximately 90 calls and meetings on governance and compensation topics with shareholders representing approximately 40% of our shares.

STRONG ALIGNMENT WITH SHAREHOLDERS
ü	Compensation principles We believe our compensation principles promote a best practice approach to compensation, including: (1) aligning with shareholder interests; (2) attracting and retaining top talent; (3) integrating risk with compensation; (4) maintaining strong governance; (5) tying pay to performance; and (6) transparency.	ü	Hedging/pledging policy Operating Committee members and directors are prohibited from any hedging of our shares, including short sales; hedging/pledging of unvested RSUs, unexercised options or SARs; and hedging of any shares personally owned outright or through deferred compensation.
ü	Pay at risk The majority of Operating Committee compensation is “at-risk” and contingent on achievement of business goals that are integrally linked to shareholder value and safety and soundness.	ü	Strong clawback policy Comprehensive recovery provisions enable us to cancel or reduce unvested awards, or require repayment of cash or equity compensation already paid.
ü	Pay for sustained performance The majority of NEOs’ variable compensation is in JPMorgan Chase equity, and is subject to mandatory three-year deferral. A substantial portion of awards is subject to cancellation if thresholds are not met over this period, with final payout levels based on our stock price at time of vesting (i.e., if our stock price goes down, award value goes down and vice-versa).	ü	Competitive benchmarking To make fully informed decisions on pay levels and pay practices, we benchmark ourselves against peer groups. We believe external market data is an important component of attracting and retaining top talent, while driving shareholder value.
ü	Risk events impact pay In making pay decisions, we consider material risk and control issues, at both the Firm and line-of-business levels, and make adjustments to compensation, when appropriate.	ü	Responsible use of equity We manage our equity program responsibly, using only approximately 1% of weighted average diluted shares in 2014. In addition, our share buyback program significantly reduces shareholder dilution.
ü	Strong share ownership guidelines Operating Committee members, including NEOs, are required to own a minimum of 200,000 to 400,000 shares of our common stock; the CEO must own a minimum of 1,000,000 shares.	ü	Shareholder outreach Each year, we solicit feedback from our investors on our compensation programs and practices. The CMDC strongly considers this feedback when making compensation decisions.

SOUND GOVERNANCE PRACTICES
x	No golden parachute agreements We do not provide additional payments or benefits in connection with a change-in-control event.	x	No guaranteed bonuses We do not provide guaranteed bonuses, except for select individuals at hire for one year.
x	No special severance We do not provide special severance. All employees, including NEOs, participate at the same level of severance, based on years of service, capped at 52 weeks up to a maximum credited salary.	x	No special executive benefits - No private club dues, car allowances, financial planning or tax gross-ups for benefits - No special health or medical benefits - No 401(k) Savings Plan matching contribution - No special pension credits

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OWNERSHIP GUIDELINES AND RETENTION REQUIREMENTS

In 2014, we made important changes to our share ownership and retention requirements to further strengthen the connection between OC members’ and shareholders’ economic interests. Specifically, OC members, including our NEOs, are subject to specific share ownership requirements. They 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. Shares credited for purposes of satisfying ownership levels include shares owned outright and 50% of unvested RSUs (but do not include stock options or stock appreciation rights).

In addition to the share ownership requirements, OC members are required to hold (indefinitely so long as they are on the Operating Committee) 75% of shares received from awards granted for their service while on the Operating Committee until they achieve their respective ownership guideline, and 50% thereafter,

in each case while a member of the Operating Committee (75% for the CEO).

Operating Committee members whose ownership levels are below the minimum required amount have six years from the effective date of the policy (or, if later, their date of appointment to the Operating Committee) to meet their required level. Any exceptions are subject to approval by the General Counsel. This policy is designed to increase share ownership above required levels for long-tenured members of our Operating Committee, thus further aligning their interests with those of shareholders.

Mr. Dimon not only complies with all of these ownership guidelines and retention requirements, but has not sold a single share of JPMorgan Chase common stock or, prior to the merger, Bank One Corporation common stock, whether acquired as part of his compensation or on the open market, since he became CEO of Bank One in March of 2000.

Our Holding Requirements Create Strong Alignment with Shareholders

¹   Share ownership includes shares owned outright + 50% of unvested RSUs

²   Assumes individual has achieved minimum ownership requirement of 300K shares, otherwise must retain 75% of share vesting (37.5K shares)

³   Holding requirements apply indefinitely so long as individual remains on Operating Committee

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EXECUTIVE COMPENSATION IS LINKED WITH RISK AND CONTROL

•Maintain extensive review processes to evaluate risk and control behaviors and to hold executives accountable

•Active engagement, transparency and assessments of risk and control issues by control function heads, leaders and subject matter experts across the Firm

•Strong clawback and recovery provisions cover all forms of incentive compensation combined with formal and disciplined processes for review and determinations

GOVERNANCE PROCESS

Our Compensation & Management Development Committee oversees our firmwide compensation programs (in addition to other equally important matters including succession planning, management development, medical plans, retirement plans, and diversity). Key responsibilities of the CMDC relating to compensation include:

• Defining the Firm’s compensation philosophy

• Reviewing and approving overall incentive compensation pools (including percentage paid in equity/cash)

• Reviewing and approving compensation for our Operating Committee and, for the CEO, making a recommendation to the Board for consideration and ratification by the independent directors

• Reviewing and approving the terms of compensation awards, including recovery/clawback provisions

• Reviewing the Firm’s compensation practices as they relate to risk and control (including the avoidance of practices that encourage excessive risk taking)

• Approving 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 performs the aforementioned roles on an ongoing basis so that our compensation program is proactive in addressing both current and emerging challenges. In addition, we have Control Forums facilitated by Human Resources at the Firm, line-of-business and regional levels (“HR Control Forums”), the outcomes of which are factored into our compensation programs. These processes are discussed below in more detail.

RISK & CONTROL REVIEW PROCESS

Our executive compensation program is designed to hold executives accountable, when appropriate, for material actions or items that negatively impact business performance in current or future years.

The Firm conducts in-depth reviews through HR Control Forums to discuss material risk and control issues which surfaced in other Committees (e.g., Risk Committees and Business Control Committees), with the outcome of these reviews potentially resulting in a compensation pool and/or individual impact. HR Control Forums are conducted on a quarterly basis at various levels of the Firm and geographies including:

• Line of Business Control Forums — Each line of business (“LOB”) reviews material risk and control issues related to its specific line of business and firmwide. Control Forums are also conducted for Corporate functions.

• Regional Control Forums — Potential risks that may arise in a given geography (both within an LOB and across LOBs) are also identified and assessed. Issues are referred to LOB forums or escalated to the firmwide forums, as appropriate.

• Firmwide Control Forums — Aggregate findings, including actions recommended from LOB/Corporate Function/Regional Forums, are reviewed and the CMDC is provided a summary of overall items and receives more detailed information on significant items.

Performance management reviews for Tier 1 employees

In addition to the HR Control Forums, the Firm also conducts robust performance management reviews for all material risk takers, including OC members; a group we refer to as “Tier 1” employees. Part of the robust review process includes soliciting feedback directly from risk and control professionals who independently

54 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

assess employees’ risk and control behavior. The feedback from the risk and control process is a critical input into managers’ evaluations of Tier 1 employee performance and compensation as it helps to identify individuals responsible for significant risk and control behavior or conduct issues, supervisory issues (e.g., failure to supervise, anticipate a material issue, or take appropriate action when the issue arose), and other risk and control related issues that impact the Firm. For 2014, we expanded components of the enhanced performance evaluation to over 15,000 employees of the Firm in an effort to more formally assess risk and control behaviors. During 2014, we also implemented new online training for risk and control reviewers and new training for managers in order to further strengthen the process.

HOLDING INDIVIDUALS ACCOUNTABLE

To hold individuals responsible for taking risks inconsistent with the Firm’s risk appetite and to discourage future imprudent behavior, policies and procedures that enable us to take prompt and proportionate actions with respect to accountable individuals include:

1. Reduction of annual incentive compensation (in full or in part);

2. Cancellation of unvested awards (in full or in part);

3. Recovery of previously paid compensation (cash and/or equity); and

4. Taking appropriate employment actions (e.g., termination of employment, demotion, negative rating). The precise actions we take with respect to accountable individuals are based on the nature of their involvement, the magnitude of the event and the impact on the Firm. A description of our recovery provisions (#2 and #3 above) is provided in the following section.

CLAWBACK/RECOVERY PROVISIONS

We maintain 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. 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. The following table provides details on the extensive clawback provisions that apply to our Operating Committee members (including the NEOs).

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •55

¹  Unexercisable SARs may be cancelled or deferred if the CEO determines that such action is appropriate based on a set of determination factors, including net income, net revenue, return on equity, earnings per share and capital ratios of the Firm, both on an absolute basis and, as appropriate, relative to peer firms.

² Provisions apply to RSUs granted in 2012 and after to members of the Operating Committee and may result in cancellation of up to a combined total of 50% of the award.

UK clawback/recovery provisions

In 2014, the Bank of England, in its capacity as the Prudential Regulation Authority (“PRA”), established heightened compensation recovery rules for regulated firms. Specifically, the rules require that all discretionary incentive compensation awards that are made to relevant members of the Firm’s Identified Staff (which includes Mr. Pinto) on or after January 1, 2015, are subject to potential clawback/recovery in certain circumstances for a minimum period of seven years following the date of their award. For current deferred awards made to employees who are not Identified Staff, potential clawback generally extends for three years after vesting, or a total of up to six years after the award. In connection with these rules, the Firm has implemented clawback provisions for relevant Identified Staff which enable us to take actions to recover incentive compensation when:

1. An individual participated in or was responsible for conduct which resulted in significant loss(es) to the Firm;

2. An individual failed to meet appropriate standards of fitness and propriety set down by the Financial Conduct Authority and/or PRA;

3. There is reasonable evidence of misbehavior or misconduct, or material error that would justify or would have justified had the individual still been employed, termination of their contract of employment for cause; and/or

4. Any LOB of the Firm in which the individual is employed (or for which the individual is responsible) suffers a material failure of risk management by reference to risk management standards, policies and procedures, taking into account the proximity of the individual to the failure

56 •   JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT

of risk management in question and the level of the individual’s responsibility.

Incentive compensation awards made to relevant Identified Staff on or after January 1, 2015, are subject to the aforementioned clawback provisions in addition to the recovery provisions set forth in the table on the previous page.

RECOVERY PROCEDURES

Issues that may require recovery determinations can be raised at any time, including in meetings of the Firm’s risk committees, HR Control Forums, annual assessments of employee performance and when material risk-takers resign or their employment is terminated by the Firm. Our well-defined process to govern these determinations is as follows:

• A formal compensation review would occur following a determination that the cause and materiality of a risk-related loss, issue or other set of facts and circumstances warranted such a review.

• 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 Head of Human Resources, who will facilitate 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.

NO HEDGING/PLEDGING

All employees are prohibited from the hedging of unvested restricted stock units, and unexercised options or stock appreciation rights. In addition:

• The hedging by an Operating Committee member of any shares owned outright or through deferred compensation is prohibited

• Shares held directly by an Operating Committee member or director may not be held in margin accounts or otherwise pledged

For additional information on the hedging/pledging restrictions applicable to our directors, please see “Director Compensation” on page 25 of this proxy statement.

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 CMDC 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, 2014. This report is provided as of March 17, 2015, 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 2014 performance, the compensation decisions for our Named Executive Officers and the Firm’s philosophy and approach to compensation. The following tables on pages 58-65 present additional information required in accordance with SEC rules, including the Summary Compensation Table.

JPMORGAN CHASE & CO. •   2015 PROXY STATEMENT •57

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 2014 for 2013 performance. The table of “2014 Named Executive Officer Compensation” on page 49 of this proxy statement shows how the CMDC viewed compensation actions.

	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 Dimon5	2014	$	1,500,000		$	7,400,000	$	18,500,000	$	—	$	55,816	$	245,893	6	$	27,701,709
Chairman and CEO	2013	1,500,000			—		10,000,000		—		—		291,833			11,791,833
	2012	1,500,000			—		12,000,000		5,000,000		46,993		170,020			18,717,013
Marianne Lake 7	2014	750,000			3,700,000		4,650,000		—		—		49,171		8	9,149,171
Chief Financial Officer	2013	729,167			3,100,000		1,040,000		3,268,000		—		91,221			8,228,388
Mary Callahan Erdoes	2014	750,000			6,300,000		8,550,000		—		61,975		—			15,661,975
CEO AM	2013	750,000			5,700,000		7,350,000		2,000,000		—		—			15,800,000
	2012	750,000			4,900,000		7,050,000		2,000,000		45,836		—			14,745,836
Daniel E. Pinto	2014	7,415,796		9	—		8,125,000		—		—		239,781		10	15,780,577
CEO CIB	2013	743,442			8,125,000		7,125,000		1,000,000		136		238,062			17,231,640
	2012	751,631			8,125,000		7,145,400		730,000		—		257,766			17,009,797
Matthew E. Zames	2014	750,000			6,500,000		9,750,000		—		17,313		—			17,017,313
Chief Operating Officer	2013	750,000			6,500,000		9,150,000		1,000,000		—		—			17,400,000
	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) that have been granted is described in Note 10 to the Firm’s Consolidated Financial Statements in the 2014 Annual Report on pages 228-229. Our Annual Report may be accessed on our website at jpmorganchase.com, under Investor Relations.

⁴  Amounts for years 2014 and 2012 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), Ms. Erdoes, $(35,281) 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