UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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JPMorgan Chase & Co.

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JPMorgan Chase & Co.

383 Madison Avenue

New York, New York 10179-0001

April 6, 2020

Dear fellow shareholders:

We are pleased to invite you to attend the annual meeting of shareholders to be held in a virtual meeting format only, via the Internet, on May 19, 2020 at 10:00 a.m. Eastern Time. This forum provides shareholders with the opportunity to ask questions about topics of importance to the Firm’s business and affairs, to consider matters described in the proxy statement and to receive an update on the Firm’s activities and performance.

We hope that you will attend the meeting. We encourage you to designate the persons named as proxies on the proxy card to vote your shares even if you are planning to attend. This will ensure that your common stock is represented at the meeting.

This proxy statement explains more about the matters to be voted on at the annual meeting, about proxy voting, and other information about how to participate. Please read it carefully. We look forward to your participation.

Sincerely,

James Dimon

Chairman and Chief Executive Officer

A Letter from Jamie Dimon, Our Chairman and CEO, and Lee R. Raymond, Our Lead Independent Director

	April 6, 2020
Dear fellow shareholders:

As the public health response to COVID-19 continues, our thoughts remain with the communities and individuals most deeply hit by the pandemic. The Board is overseeing the Firm’s work to help those who are most affected, at our company and in our communities. And, while the markets are volatile, our fortress balance sheet is built for times like these, and we remain steadfast in helping customers and clients in a rapidly changing market. And, recognizing the impact of this crisis on the communities we serve, the Firm recently made a $50 million philanthropic commitment to help those most vulnerable, including small businesses and underserved communities.

As we respond to the immediate needs and the economic challenges posed by the global COVID-19 pandemic, the Board is also maintaining its focus on our long-term goals and key responsibilities. Looking back at 2019, we are pleased to report that it was a solid year for the Firm, where we achieved many records, including strong revenue and net income, and continued to invest in and grow our businesses and make large investments in products, people and technology. At the same time, the Firm maintained its strong, healthy culture, and continued to build long-term value for our shareholders. Throughout the year, your Board remained focused on these matters, a few of which we would like to highlight for you.

A Great Team and Culture

One of our highest priorities is having an excellent management team in place. Successful management succession planning and leadership development are key to ensuring a bright future for the Firm. The Board regularly reviews succession planning for the CEO and other members of the Operating Committee, and we meet formally and informally with many other high-potential members of senior management. In 2019, the Firm appointed Jennifer Piepszak Chief Financial Officer of the company and Marianne Lake CEO of Consumer Lending. In addition, over the past two years, Co-Presidents and Chief Operating Officers Daniel Pinto and Gordon Smith have been working hand-in-hand with Jamie and the Board. And, last month, the Board asked Daniel and Gordon to lead the company, as Jamie recuperated from heart surgery. These moves demonstrate the strength of our management team and our ongoing commitment to providing growth opportunities for our leaders.

Oversight of the Firm’s culture and reputation are also key Board responsibilities. We are steadfast in our belief that we must be cultural guardians in everything we do for each of our stakeholders - our clients and customers, employees, shareholders and the communities we serve. We also know we excel when we foster inclusive and diverse environments. We always strive to create a culture of respect, where discrimination in any form is not tolerated.

Exceptional Client Service and Operational Excellence

The Board holds management accountable to prepare for the future by providing oversight of the strategy planning process. Guided by the Firm’s Business Principles, this year the Operating Committee deployed a Strategic Framework designed to reinforce the Firm’s drive to be complete, global, diversified and at scale, so we can best serve clients at home and across the globe. Within this framework, there is a strong focus on the technology that will be key to the Firm’s future success, including initiatives that will allow the Firm to reduce risk and fraud, upgrade customer service, make it easier to access products and services, improve underwriting and enhance resiliency.

With respect to resilience, the response to COVID-19 has tested the Firm’s resiliency plans. The Board is closely overseeing the Firm’s response, as we adjust to fluid circumstances. We are coordinating with clients, customers, vendors and industry parties, among others, and striving for seamless and consistent execution during times of increased uncertainty and volatility.

Your Board

As always, the Board is also focused on its own succession planning and the need to have a Board that represents experience in executive fields relevant to the Firm’s businesses and operations and a diversity of experience, perspectives and viewpoints.

We would like to take this opportunity to thank James Bell and Laban Jackson who will be retiring from our Board immediately prior to the annual meeting. We have benefited greatly from their insights on financial and accounting matters and their respective service as Chair of the Audit Committee. Labe also made important contributions as a director of J.P. Morgan Securities plc.

We will miss their perspective, commitment and all that they have to offer as directors, and trusted advisors.

We also are pleased to nominate for election to the Board, Virginia Rometty, who will become Executive Chairman of IBM on April 6. We are confident she will bring to the Board an impressive combination of skills, experience and personal qualities that will serve our shareholders, the Firm and the Board well.

Lastly, Lee has advised that, while it has been an honor to serve as the Board’s Lead Independent Director and he is continuing to serve in that role, he has asked the Board to start a formal process to identify his successor.

We look forward to continuing to deliver value to our customers, shareholders and communities. On behalf of all our colleagues on the Board, we are grateful for your support of our Board and the Firm.

James Dimon

Chairman and Chief Executive Officer

Lee R. Raymond

Lead Independent Director

Notice of 2020 Annual Meeting of Shareholders and Proxy Statement

DATE	Tuesday, May 19, 2020
TIME	10:00 a.m. Eastern Time
ACCESS	In light of the coronavirus, or COVID-19, outbreak, for the safety of all of our people, including our shareholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the 2020 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. If you plan to participate in the virtual meeting, please see “Information about the annual shareholder meeting.” Shareholders will be able to attend, vote, examine the stockholders list, and submit questions (both before, and for a portion of, the meeting) from any location via the Internet. Shareholders may participate online by logging in at www.virtualshareholdermeeting.com/JPM2020. As always, we encourage you to submit your proxy prior to the annual meeting.
RECORD DATE	March 20, 2020
MATTERS TO BE	• Election of Directors
VOTED ON	• Advisory resolution to approve executive compensation
	• Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020
	• Shareholder proposals, if they are properly introduced at the meeting
	• Any other matters that may properly be brought before the meeting
	By order of the Board of Directors
	Molly Carpenter
	Secretary
	April 6, 2020

YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE PROMPTLY.

JPMorgan Chase & Co. uses the Securities and Exchange Commission (“SEC”) rule permitting companies to furnish proxy materials to their shareholders on the Internet. In accordance with this rule, on or about April 6, 2020, we sent to shareholders of record at the close of business on March 20, 2020, a Notice of Internet Availability of Proxy Materials (“Notice”), which includes instructions on how to access our 2020 Proxy Statement and 2019 Annual Report online, and how to vote online for the 2020 Annual Shareholder Meeting.

If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.

To be admitted to the annual meeting at www.virtualshareholdermeeting.com/JPM2020, you must enter the control number found on your proxy card, voting instruction form or Notice you previously received. See “Information about the annual shareholder meeting” on page 107. At the virtual meeting site, you may follow the instructions to vote, access the stockholders list, and ask questions during the meeting.

If you hold your shares through a broker, your shares will not be voted unless (i) you provide voting instructions or (ii) the matter is one for which brokers have discretionary authority to vote. Of the matters to be voted on at the annual meeting, the only one for which brokers have discretionary authority to vote is Proposal 3, the ratification of the independent registered public accounting firm. See “What is the voting requirement to approve each of the proposals?” on page 110.

Table of Contents RECOMMENDATIONS     

2020 Proxy summary	1
Corporate Governance
Proposal 1: Election of Directors
Key factors for shareholder consideration	11
Director nominees	12
Board business	22
Board oversight	28
Board engagement	30
Director compensation	32
Other corporate governance policies and practices	34
Executive Compensation
Proposal 2: Advisory resolution to approve executive compensation
Executive summary	38
2019 Say on pay and shareholder engagement	39
Compensation Discussion and Analysis	40
1. How we think about pay decisions	41
2. How we performed against our business strategy	54
3. How performance determined pay in 2019	65
Compensation & Management Development Committee report	72
Executive compensation tables	73
I. Summary compensation table	73
II.  2019 Grants of plan-based awards	75
III.  Outstanding equity awards at fiscal year-end 2019	76
IV.  2019 Option exercises and stock vested table	78
V.  2019 Pension benefits	78
VI.  2019 Non-qualified deferred compensation	79
VII. 2019 Potential payments upon termination or change in control	80
CEO pay ratio disclosure	83
Security ownership of directors and executive officers	84

Audit Matters
Proposal 3: Ratification of independent registered public accounting firm
Executive summary	87
Audit Committee approval policies and procedures	89
Audit Committee report	90
Shareholder Proposals
4. Independent board chairman	93
5.  Oil and gas company and project financing related to the Arctic and the Canadian oil sands	95
6. Climate change risk reporting	97
7.  Amend shareholder written consent provisions	100
8. Charitable contributions disclosure	102
9. Gender/Racial pay equity	104
Information about the annual shareholder meeting	107
Shareholder proposals and nominations for the 2021 annual meeting	112
Notes on Non-GAAP financial measures	114
Glossary of selected terms and acronyms	116

This proxy statement contains forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe” or other words of similar meaning. Forward-looking statements provide JPMorgan Chase & Co.’s (“JPMorgan Chase” or the “Firm”) current expectations or forecasts of future events, circumstances, results or aspirations, and are subject to significant risks and uncertainties. These risks and uncertainties could cause the Firm’s actual results to differ materially from those set forth in such forward-looking statements. Certain of such risks and uncertainties are described in JPMorgan Chase’s Annual Report on Form 10-K for the year ended December 31, 2019. JPMorgan Chase does not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made.

No websites that are cited or referred to in this proxy statement shall be deemed to form part of, or to be incorporated by reference into, this proxy statement.

PROXY SUMMARY

2020 Proxy summary

This summary highlights information in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Terms not defined in the text of this proxy statement can be found in the “Glossary of selected terms and acronyms” on page 116.

Your vote is important. For more information on voting and attending the annual meeting, see “Information about the annual shareholder meeting” on page 107. This proxy statement has been prepared by our management and approved by the Board of Directors, and is being sent or made available to our shareholders on or about April 6, 2020.

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	10
2.	Advisory resolution to approve executive compensation	37
3.	Ratification of independent registered public accounting firm	86

	SHAREHOLDER PROPOSALS (if they are properly introduced at the meeting)
The Board of Directors recommends you vote AGAINST each of the following shareholder proposals (for more information see page referenced):
4.	Independent board chairman	93
5.	Oil and gas company and project financing related to the Arctic and the Canadian oil sands	95
6.	Climate change risk reporting	97
7.	Amend shareholder written consent provisions	100
8.	Charitable contributions disclosure	102
9.	Gender/Racial pay equity	104

1

PROXY SUMMARY

The Firm demonstrated strong financial performance in 2019

In 2019, the Firm reported record net income of $36.4 billion, or $10.72 per share, with return on common equity (“ROE”) of 15% and return on tangible common equity (“ROTCE”)¹ of 19%, and returned capital to shareholders of $34.0 billion (including common dividends and net share repurchases). We gained market share in many of our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores, and maintained a fortress balance sheet.

JPMORGAN CHASE & CO.
$36.4B RECORD NET INCOME p 12%	$10.72 RECORD EARNINGS PER SHARE (“EPS”) p 19%	15% ROE	19% ROTCE1	$75.98 BOOK VALUE PER SHARE (“BVPS”)	$60.98 TANGIBLE BOOK VALUE PER SHARE (“TBVPS”)1	$34.0B NET CAPITAL DISTRIBUTIONS2

CONSUMER & COMMUNITY BANKING		CORPORATE & INVESTMENT BANK		COMMERCIAL BANKING		ASSET & WEALTH MANAGEMENT
$16.6B NET INCOME	31% ROE	$11.9B NET INCOME	14% ROE	$3.9B NET INCOME	17% ROE	$2.8B NET INCOME	26% ROE
•  Record net income on revenue3 of $55.9B •  Average deposits of $693.6B (up 3%); average loans of $464.3B (down 3%) •  #1 in U.S. card sales volume and #1 in credit card outstandings •  Continued credit outperformance with Consumer Lending 30+ day delinquency rates well below industry benchmarks		•  Record net income on record revenue3 of $38.3B •  #1 in global Markets revenue; #1 in global Investment Banking (“IB”) fees for 11 consecutive years •  #2 custodian globally with $27T in assets under custody (“AUC”), up 16% •  #1 in USD Payments volume		•  Revenue3 of $9.0B •  Record gross IB revenue of $2.7B (up 10%), including record years for both Middle Market Banking & Specialized Industries (“MMBSI”) and Corporate Client Banking & Specialized Industries (“CCBSI”) •  Record Middle Market expansion market revenue of $723M (up 12%) •  Strong credit performance with a net charge-off ratio of 0.08%		•  Record revenue3 of $14.3B; pre-tax margin of 26% •  Assets under management (“AUM”) of $2.4T and client assets of $3.2T, up 19% and 18% respectively •  88% of 10-year long-term mutual fund AUM performing above peer median •  Average deposits of $140B (up 2%); record average loans of $150B (up 8%)

EXCEPTIONAL CLIENT FRANCHISES FORTRESS BALANCE SHEET & PRINCIPLES LONG-TERM SHAREHOLDER VALUE

¹  ROTCE and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 114 for a further discussion of these measures.

²  Refer to Note 2 on page 40.

³  The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 115 for a definition of managed basis.

2

PROXY SUMMARY

The Firm has demonstrated sustained, strong financial performance over time

We have generated strong financial results over time, more than doubling net income over the past 10 years while adding substantial capital. Over this period we increased average common equity by over 40% to $233 billion and average tangible common equity (“TCE”)¹ by over 65% to $187 billion to support growth in the businesses and maintain a fortress balance sheet. With our net income growth outpacing capital growth, we have maintained strong ROE and ROTCE¹ over time, including peer-leading results in 2019.

We have also delivered sustained growth in EPS, BVPS, and TBVPS¹ over the past 10 years, reflecting compound annual growth rates of 12%, 7% and 8%, respectively over the period.

¹  Average TCE, ROTCE, and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 114 for a further discussion of these measures.

²  Excluding the impact of the enactment of the Tax Cuts and Jobs Act (“TCJA”) of $(2.4) billion and a legal benefit of $406 million (after-tax) in 2017, adjusted net income would have been $26.5 billion, adjusted ROTCE would have been 13% and adjusted EPS would have been $6.87. Adjusted net income, adjusted ROTCE and adjusted EPS are each non-GAAP financial measures; refer to Notes on non-GAAP financial measures, Note 2, on page 114 for a further discussion of these measures.

3

PROXY SUMMARY

Total shareholder return (“TSR”)

TSR¹ was 47% in 2019, following a TSR of (7)% in 2018 and 27% in 2017, for a combined three-year TSR of 74%. The graph below shows our TSR expressed as the cumulative return to shareholders over the past decade. As illustrated, a $100 investment in JPMorgan Chase common stock on December 31, 2009 would be valued at $426 as of December 31, 2019, which significantly outperformed the financial services industry over the period, as measured by the S&P Financials Index and the KBW Bank Index.

¹  TSR shows the actual return of the stock price, with dividends reinvested.

4

PROXY SUMMARY

We are committed to commonsense corporate governance practices

 Our Board reviews its composition for the right mix of experience, refreshment, skills and diversity

• We seek directors with experience and demonstrated success in executive fields relevant to the Firm’s businesses and operations who contribute to the Board’s effective oversight of management and its diversity across a full spectrum of attributes

• Three new directors have been nominated to the Board in the last four years, including Virginia M. Rometty, who is nominated for election at our annual meeting

 A strong Lead Independent Director role facilitates independent Board oversight of management

• The Firm’s Corporate Governance Principles (“Governance Principles”) require the independent directors to appoint a Lead Independent Director if the role of the Chairman is combined with that of the CEO

• The Board reviews its leadership structure annually as part of its self-assessment process

• Responsibilities of the Lead Independent Director include:

	presides at Board meetings in the Chairman’s absence or when otherwise appropriate
	acts as liaison between independent directors and the Chairman/CEO
	provides advice and guidance to the CEO on executing long-term strategy
	advises the CEO of the Board’s information needs
	meets one-on-one with the Chairman/CEO following executive sessions of independent directors
	has the authority to call for a Board meeting or a meeting of independent directors
	approves agendas and adds agenda items for Board meetings and meetings of independent directors

	presides over executive sessions of independent directors
	engages and consults with major shareholders and other constituencies, where appropriate
	guides the annual performance review of the Chairman/CEO
	guides the annual independent director consideration of Chairman/CEO compensation
	guides the full Board in its consideration of CEO succession
	guides the self-assessment of the Board

 Our Board provides independent oversight of the Firm’s business and affairs

• Sets the cultural “tone at the top”

• Reviews the Firm’s strategic objectives and plans

• Evaluates the CEO’s performance and oversees talent management for other senior executives

• Oversees the Firm’s financial performance and condition

• Oversees the Firm’s risk management and internal control frameworks

 We actively engage with shareholders

• We have regular and ongoing discussions with shareholders throughout the year on a wide variety of topics, such as financial performance, strategy, competitive environment, regulatory landscape and environmental, social and governance (“ESG”) matters

• In 2019, our shareholder engagement initiatives included:

- Shareholder Outreach: We received feedback on strategy, financial performance, governance, executive compensation, and environmental and social matters, among others, from shareholders representing approximately 45% of the Firm’s outstanding common stock across more than 60 engagements

- Investor Day: Senior management presented on the Firm’s strategy and financial performance at our Investor Day

- Meetings/Conferences: Senior management hosted more than 50 investor meetings and presented at 12 investor conferences

- Annual Shareholder Meeting: Our CEO and Lead Independent Director presented to shareholders at the Firm’s 2019 annual meeting

 Our governance practices promote Board effectiveness and shareholder interests

• Annual Board and committee assessment

• Robust shareholder rights:

- proxy access

- right to call a special meeting

- right to act by written consent

• Majority voting for all director elections

• Stock ownership requirements for directors

• 100% committee independence

• Executive sessions of independent directors at each regular Board meeting

5

PROXY SUMMARY

  Proposal 1: Election of Directors – page 10

The Board of Directors has nominated the 10 individuals listed below. All are independent other than our CEO. If elected at our annual meeting, all nominees are expected to serve until next year’s annual meeting.

Nominee/Director of JPMorgan Chase since1		Age	Principal Occupation	Other Public Company Boards (#)	Committee Membership2
	Linda B. Bammann Director since 2013	64	Retired Deputy Head of Risk Management of JPMorgan Chase & Co.3	0	Risk (Chair)
	Stephen B. Burke Director since 2004	61	Chairman of NBCUniversal, LLC	1	Corporate Governance & Nominating (Chair); Compensation & Management Development
	Todd A. Combs Director since 2016	49	Investment Officer at Berkshire Hathaway Inc.	0	Compensation & Management Development; Corporate Governance & Nominating; Public Responsibility
	James S. Crown Director since 2004	66	Chairman and Chief Executive Officer of Henry Crown and Company	1	Risk
	James Dimon Director since 2004	64	Chairman and Chief Executive Officer of JPMorgan Chase & Co.	0
	Timothy P. Flynn Director since 2012	63	Retired Chairman and Chief Executive Officer of KPMG	3	Public Responsibility (Chair); Audit
	Mellody Hobson Director since 2018	51	Co-CEO and President of Ariel Investments, LLC	1	Public Responsibility; Risk
	Michael A. Neal Director since 2014	67	Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital	0	Risk
	Lee R. Raymond (Lead Independent Director) Director since 2001	81	Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation	0	Compensation & Management Development (Chair); Corporate Governance & Nominating
	Virginia M. Rometty Nominated in 2020	62	Chairman, President and Chief Executive Officer of International Business Machines Corporation	1

¹ Director of a heritage company of the Firm as follows: Bank One Corporation: Mr. Burke (2003–2004), Mr. Crown (1996–2004), Mr. Dimon, Chairman of the Board (2000–2004); First Chicago Corp.: Mr. Crown (1991–1996); and J.P. Morgan & Co. Incorporated: Mr. Raymond (1987–2000)

² Principal standing committee

³ Retired from JPMorgan Chase & Co. in 2005

6

PROXY SUMMARY

  Proposal 2: Advisory resolution to approve executive compensation – page 37

We are submitting an advisory resolution to approve the compensation of our Named Executive Officers (“NEOs”).

2019 shareholder engagement and enhancements made to our executive compensation program

As a result of the 72% support our Say on Pay resolution received in 2019, we expanded the usual scope of our shareholder outreach to obtain specific feedback regarding executive compensation-related matters.

A comprehensive summary of this feedback was reviewed by the Compensation & Management Development Committee (“CMDC”) in making its 2019 Operating Committee (“OC”) member pay determinations. In addition, the CMDC made several enhancements to our 2019 performance share unit (“PSU”) awards and our executive compensation disclosures that are responsive to the key areas of the feedback we received, as summarized in the chart below.

7

PROXY SUMMARY

In addition to the enhancements discussed on the prior page, we believe shareholders should consider three key factors in their evaluation of this year’s proposal:

1. How we think about pay decisions

The Firm’s Business Principles and strategic framework form the basis of our OC members’ strategic priorities. The CMDC references those strategic priorities and the Firm’s compensation philosophy to assess OC members’ performance and to determine their respective total compensation levels and pay mix.

2. How we performed against our business strategy

We continued to deliver strong multi-year financial performance, invest in our future, strengthen our risk and control environment, and reinforce our culture and values, including our long-standing commitment to serve our customers, employees and communities, and conduct business in a responsible way to drive inclusive growth.

3. How performance determined pay in 2019

In determining OC member pay, the CMDC took into account performance across four broad performance dimensions: Business Results; Risk, Controls & Conduct; Client/Customer/Stakeholder; and Teamwork & Leadership. CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 83% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk PSUs. Other NEO pay is also strongly aligned to Firm and LOB performance, with a majority of variable pay deferred into equity, of which 50% is in at-risk PSUs.

Disciplined performance assessment process to determine pay

The CMDC uses a balanced discretionary approach to determine annual compensation by assessing performance against the aforementioned four broad dimensions over a sustained period of time.

In its assessment of the Operating Committee’s 2019 performance as a whole, the CMDC took into account that the Firm achieved record financial performance across several measures and continued to execute well on its long-term business strategy, among other factors. Consideration of such strong performance in isolation could have justified significantly increasing the OC members’ 2019 total compensation awards. However, in making their ultimate OC member pay decisions, the CMDC and the Board further considered that rationale against other determinants that included a balanced assessment of the strong progress that was made against Firmwide initiatives, reinforcing our culture and values, addressing issues and enhancing controls, as well as the value of each individual OC member’s respective seat and the competitiveness of their respective pay levels.

The table below summarizes the salary and incentive compensation awarded to our NEOs for 2019 performance.

			Incentive Compensation
Name and principal position	Salary		Cash		Restricted stock units		Performance share units		Total
James Dimon Chairman and CEO	$	1,500,000	$	5,000,000	$	—	$	25,000,000	$	31,500,000
Daniel Pinto1 Co-President and Co-Chief Operating Officer; CEO Corporate & Investment Bank		8,239,222		—		7,130,389		7,130,389		22,500,000
Gordon Smith Co-President and Co-Chief Operating Officer; CEO Consumer & Community Banking		750,000		8,700,000		6,525,000		6,525,000		22,500,000
Mary Callahan Erdoes CEO Asset & Wealth Management		750,000		8,100,000		6,075,000		6,075,000		21,000,000
Marianne Lake CEO Consumer Lending; Former Chief Financial Officer		750,000		5,840,000		4,380,000		4,380,000		15,350,000
Jennifer Piepszak Chief Financial Officer		666,667		3,733,333		2,800,000		2,800,000		10,000,000

¹  Mr. Pinto, who is based in the U.K., received a fixed allowance of $7,635,000 paid in British pound sterling and a salary of £475,000.

8

PROXY SUMMARY

  Proposal 3: Ratification of Firm’s independent registered public accounting firm – page 86

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Firm’s independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorgan Chase and its subsidiaries for the year ending December 31, 2020. A resolution is being presented to our shareholders requesting ratification of PwC’s appointment.

9

Corporate Governance

Proposal 1: Election of Directors

Our Board of Directors has nominated 10 directors, who, if elected by shareholders at our annual meeting, will be expected to serve until next year’s annual meeting.

      RECOMMENDATION:   Vote FOR all nominees  

10

CORPORATE GOVERNANCE | ELECTION OF DIRECTORS

Key factors for shareholder consideration

11

ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

1. Director nominees

Our Directors

JPMorgan Chase seeks director candidates who uphold the highest standards, are committed to the Firm’s values and are strong independent stewards of the long-term interests of shareholders, employees, customers, suppliers and communities in which we work. The Board, including the Corporate Governance & Nominating Committee (“Governance Committee”), considers Board composition holistically and on an ongoing basis, with a focus on recruiting directors who have the qualities required to effectively oversee the Firm, including its present and future strategy. The Board seeks directors with experience in executive fields relevant to the Firm’s businesses and operations who will come together to effectively challenge and provide independent oversight of management. The Board looks for candidates with a diversity of experience, perspectives and viewpoints, including diversity with respect to gender, race, ethnicity and nationality.

The individuals presented on the following pages have been nominated for election because they possess the skills, experience, personal attributes, and tenure needed to guide the Firm’s strategy, and to effectively oversee the Firm’s risk management and internal control framework, and management’s execution of its responsibilities.

In the biographical information about our director nominees that follows, the ages indicated are as of May 19, 2020, and the other information is as of the date

of this proxy statement. There are no family relationships among the director nominees or between the director nominees and any executive officer. Unless otherwise stated, all nominees have been continuously employed by their present employers for more than five years.

James A. Bell, who has served as a director of the Firm since 2011, and Laban P. Jackson, Jr., who has served as a director of the Firm since 2004, have decided to retire from the Board and are not standing for re-election when their terms expire on the eve of this year’s annual meeting.

Virginia M. Rometty is a new nominee who, if elected, will join the Board following the annual meeting on May 19, 2020. All of the other nominees are currently directors of the Firm, and each was elected to the Board by our shareholders at our 2019 annual meeting.

Each nominee has agreed to be named in this proxy statement and, if elected, to serve a one-year term expiring at our 2021 annual meeting.

Directors are expected to attend our annual shareholder meetings. Ten of the 11 directors serving on our Board at the time of the 2019 annual meeting attended the meeting. One director was unable to attend due to a prior professional obligation.

COMPOSITION OF BOARD NOMINEES

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CORPORATE GOVERNANCE | ELECTION OF DIRECTORS

ATTRIBUTES AND SKILLS OF THE NOMINEES

When selecting and recruiting candidates, the Board considers a wide range of attributes, executive experience and skills.

FINANCIAL AND   ACCOUNTING	•  Knowledge of or experience in accounting, financial reporting or auditing processes and standards is important to effectively oversee the Firm’s financial position and condition and the accurate reporting thereof, and to assess the Firm’s strategic objectives from a financial perspective	10 Nominees
FINANCIAL SERVICES	•  Experience in or with the financial services industry, including investment banking, global financial markets or consumer products and services, allows Board members to evaluate the Firm’s business model, strategies and the industry in which we compete	9 Nominees
INTERNATIONAL   BUSINESS OPERATIONS	•  Experience in diverse geographic, political and regulatory environments enables the Board to effectively oversee the Firm as it serves customers and clients across the globe	7 Nominees
LEADERSHIP OF A   LARGE, COMPLEX   ORGANIZATION	•  Executive experience managing business operations and strategic planning allows Board members to effectively oversee the Firm’s complex worldwide operations	9 Nominees
MANAGEMENT   DEVELOPMENT,    SUCCESSION PLANNING,   AND   COMPENSATION	•  Experience in senior executive development, succession planning, and compensation matters helps the Board to effectively oversee the Firm’s efforts to recruit, retain and develop key talent and provide valuable insight in determining compensation of the CEO and other executive officers	8 Nominees
PUBLIC COMPANY   GOVERNANCE	•  Knowledge of public company governance matters, policies and best practices assists the Board in considering and adopting applicable corporate governance practices, interacting with stakeholders and understanding the impact of various policies on the Firm’s functions	10 Nominees
TECHNOLOGY	•  Experience with or oversight of innovative technology, cybersecurity, information systems/data management, fintech or privacy is important in overseeing the security of the Firm’s operations, assets and systems as well as the Firm’s ongoing investment in and development of innovative technology	7 Nominees
REGULATED   INDUSTRIES AND   REGULATORY ISSUES	•  Experience with regulated businesses, regulatory requirements and relationships with global regulators is important because the Firm operates in a heavily regulated industry	10 Nominees
RISK MANAGEMENT   AND CONTROLS	•  Skills and experience in assessment and management of business and financial risk factors allow the Board to effectively oversee risk management and understand the most significant risks facing the Firm	10 Nominees

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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Age: 64 Director since: 2013 Committees: Risk Committee (Chair) Director Qualification Highlights: Financial services Regulated industries and regulatory issues Risk management and controls	Linda B. Bammann Retired Deputy Head of Risk Management of JPMorgan Chase & Co. Through her service on other boards, including as Chair of the Business and Risk Committee of the Federal Home Loan Mortgage Corporation, and her management tenure at JPMorgan Chase and Bank One Corporation, Ms. Bammann has developed insight and wide-ranging experience in financial services and extensive expertise in risk management and regulatory issues.
	Career Highlights JPMorgan Chase & Co., a financial services company (merged with Bank One Corporation in July 2004) • Deputy Head of Risk Management (2004–2005) • Chief Risk Management Officer and Executive Vice President, Bank One Corporation (2001–2004) • Senior Managing Director, Banc One Capital Markets (2000–2001)	Other Public Company Directorships • Federal Home Loan Mortgage Corporation (2008–2013) • Manulife Financial Corporation (2009–2012) Other Experience • Former Board Member, Risk Management Association • Former Chair, Loan Syndications and Trading Association Education • Graduate of Stanford University • M.A., Public Policy, University of Michigan

Age: 61 Director since: 2004 and Director of Bank One Corporation from 2003 to 2004 Committees: Corporate Governance & Nominating Committee (Chair) Compensation & Management Development Committee Director Qualification Highlights: Financial and accounting Leadership of a large, complex organization Management development and succession planning Regulated industries and regulatory issues	Stephen B. Burke Chairman of NBCUniversal, LLC Mr. Burke’s roles at Comcast Corporation and his prior work at other large global media corporations have given him broad exposure to the challenges associated with managing large and diverse businesses. In these roles, he has dealt with a variety of issues including audit and financial reporting, risk management, executive compensation, sales and marketing, technology, and operations. These experiences have also provided Mr. Burke a background in regulated industries and international business. Mr. Burke will retire from his positions at NBCUniversal and Comcast in August 2020.
	Career Highlights Comcast Corporation/NBCUniversal, LLC, leading providers of entertainment, information and communication products and services • Chairman of NBCUniversal, LLC and NBCUniversal Media, LLC (since 2020) • Senior executive officer of Comcast Corporation (since 2011) • Chief Executive Officer and President of NBCUniversal, LLC and NBCUniversal Media, LLC (2011-2019) • Chief Operating Officer, Comcast (2004–2011) • President, Comcast Cable Communications Inc. (1998–2010)	Other Public Company Directorships • Berkshire Hathaway Inc. (since 2009) Education • Graduate of Colgate University • M.B.A., Harvard Business School

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CORPORATE GOVERNANCE | ELECTION OF DIRECTORS

Age: 49 Director since: 2016 Committees: Compensation & Management Development Committee Corporate Governance & Nominating Committee Public Responsibility Committee Director Qualification Highlights: Financial services Regulated industries and regulatory issues Risk management and controls	Todd A. Combs Investment Officer at Berkshire Hathaway Inc. Mr. Combs’ roles have provided him with extensive experience in financial markets, risk assessment and regulatory matters. His service on three of Berkshire Hathaway’s subsidiary boards has given him expertise and insight into matters such as corporate governance, strategy, succession planning and compensation.
	Career Highlights Berkshire Hathaway Inc., a holding company whose subsidiaries engage in a number of diverse business activities including finance, insurance and reinsurance, utilities and energy, freight rail transportation, manufacturing, retailing and other services • President and CEO, GEICO (since 2020) • Investment Officer (since 2010) Castle Point Capital Management • CEO and Managing Member (2005–2010)	Other Public Company Directorships • None Education • Graduate of Florida State University • M.B.A., Columbia Business School
Age: 66 Director since: 2004 and Director of Bank One Corporation from 1991 to 2004 Committees: Risk Committee Director Qualification Highlights: Financial services Management development and succession planning Risk management and controls	James S. Crown Chairman and Chief Executive Officer of Henry Crown and Company Mr. Crown’s position with Henry Crown and Company and his service on other public company boards have given him extensive experience with risk management, audit and financial reporting, investment management, capital markets activity and executive compensation matters.
	Career Highlights Henry Crown and Company, a privately owned investment company that invests in public and private securities, real estate, and operating companies • Chairman and Chief Executive Officer (since 2018) • President (2002–2017) • Vice President (1985–2002)	Other Public Company Directorships • General Dynamics (since 1987) — Lead Director since 2010 • Sara Lee Corporation (1998-2012) Other Experience • Chairman of the Board of Trustees, Aspen Institute • Trustee, Museum of Science and Industry • Trustee, University of Chicago • Member, American Academy of Arts and Sciences • Former member, President’s Intelligence Advisory Board Education • Graduate of Hampshire College • J.D., Stanford University Law School

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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Age: 64 Director since: 2004 and Chairman of the Board of Bank One Corporation from 2000 to 2004 Director Qualification Highlights: Financial services Leadership of a large, complex organization Management development and succession planning Regulated industries and regulatory issues	James Dimon Chairman and Chief Executive Officer of JPMorgan Chase & Co. Mr. Dimon is an experienced leader in the financial services industry and has extensive international business expertise. As CEO, he is knowledgeable about all aspects of the Firm’s business activities. His work has given him substantial insight into the regulatory process.
	Career Highlights JPMorgan Chase & Co., a financial services company (merged with Bank One Corporation in July 2004) • Chairman of the Board (since 2006) and Director (since 2004); Chief Executive Officer (since 2005) • President (2004–2018) • Chief Operating Officer (2004–2005) • Chairman and Chief Executive Officer at Bank One Corporation (2000–2004)	Other Public Company Directorships • None Other Experience • Member of Board of Deans, Harvard Business School • Director, Catalyst • Member, Business Roundtable • Member, Business Council • Trustee, New York University School of Medicine Education • Graduate of Tufts University • M.B.A., Harvard Business School

Age: 63 Director since: 2012 Committees: Public Responsibility Committee (Chair) Audit Committee Director Qualification Highlights: Financial services Financial and accounting Leadership of a large, complex organization Risk management and controls	Timothy P. Flynn Retired Chairman and Chief Executive Officer of KPMG Through his leadership positions at KPMG, Mr. Flynn gained perspective on the evolving business and regulatory environment, expertise in many of the issues facing complex, global companies, and extensive experience in financial services, auditing matters and risk management.
	Career Highlights KPMG International, a global professional services organization providing audit, tax and advisory services • Chairman, KPMG International (2007–2011) • Chairman, KPMG LLP (2005–2010) • Chief Executive Officer, KPMG LLP (2005–2008) • Vice Chairman, Audit and Risk Advisory Services, KPMG LLP (2001–2005)	Other Public Company Directorships • United Healthcare (since 2017) • Alcoa Corporation (since 2016) • Wal-Mart Stores, Inc. (since 2012) • Chubb Corporation (2013–2016) Other Experience • Member of Board of Trustees, The University of St. Thomas • Former Trustee, Financial Accounting Standards Board • Former Member, World Economic Forum’s International Business Council • Former Board Member, International Integrated Reporting Council Education • Graduate of The University of St. Thomas

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CORPORATE GOVERNANCE | ELECTION OF DIRECTORS

Age: 51 Director since: 2018 Committees: Public Responsibility Committee Risk Committee Director Qualification Highlights: Financial services Management development and succession planning Regulated industries and regulatory issues	Mellody Hobson Co-CEO and President of Ariel Investments, LLC Ms. Hobson’s roles at Ariel Investments, LLC, as well as on public company boards, have provided her with significant experience in financial services and financial markets, corporate governance, strategic planning, operations, regulatory issues and international business.
	Career Highlights Ariel Investments, LLC, an investment management firm • Co-CEO (since 2019) • President and Director (since 2000) • Chairman of the Board of Trustees of Ariel Investment Trust, a registered investment company (since 2006) Regular contributor and analyst on finance, the markets and economic trends for CBS News	Other Public Company Directorships • Starbucks Corporation (since 2005) — Vice Chair since 2018 • DreamWorks Animation SKG, Inc. (2004–2016) • The Estée Lauder Companies Inc. (2005–2018) Other Experience • Chair, After School Matters • Ex Officio / Former Chair, The Economic Club of Chicago • Executive Committee of the Board of Governors, Investment Company Institute • Vice Chair, World Business Chicago Education • Graduate of the Woodrow Wilson School of International Relations and Public Policy at Princeton University

Age: 67 Director since: 2014 Committees: Risk Committee Director Qualification Highlights: Financial services International business operations Leadership of large, complex organization Technology	Michael A. Neal Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital Mr. Neal has extensive experience managing large, complex businesses in regulated industries around the world. During his career with General Electric and GE Capital, Mr. Neal oversaw the provision of financial services and products to consumers and businesses of all sizes globally. His professional background has provided him with extensive expertise and insight in risk management, strategic planning and operations, finance and financial reporting, government and regulatory relations, and management development and succession planning.
	Career Highlights General Electric Company, a global industrial and financial services company • Vice Chairman (2005–2013) • Chairman and Chief Executive Officer, GE Capital (2007–2013)	Other Public Company Directorships • None Other Experience • Trustee, The GT Foundation of the Georgia Institute of Technology Education • Graduate of the Georgia Institute of Technology

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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Age: 81 Director since: 2001 and Director of J.P. Morgan & Co. Incorporated from 1987 to 2000 Committees: Compensation & Management Development Committee (Chair) Corporate Governance & Nominating Committee Director Qualification Highlights: Leadership of a large, complex organization Management development and succession planning Public company governance Technology	Lee R. Raymond (Lead Independent Director) Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation 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 expertise.
	Career Highlights ExxonMobil, an international oil and gas company • Chairman and Chief Executive Officer of ExxonMobil (1999–2005) • Chairman and Chief Executive Officer of Exxon Corporation (1993–1999)	Other Public Company Directorships • None Other Experience • Member, Council on Foreign Relations • Emeritus Trustee, Mayo Clinic • Member, National Academy of Engineering • Member and past Chairman, National Petroleum Council Education • Graduate of the University of Wisconsin • Ph.D., Chemical Engineering, University of Minnesota
Age: 62 Nominated in: 2020 Director Qualification Highlights: Leadership of a large, complex organization Management development and succession planning Public company governance Technology	Virginia M. Rometty Chairman, President and Chief Executive Officer of International Business Machines Corporation (“IBM”) During her tenure spanning four decades at IBM, Mrs. Rometty has gained extensive expertise in technology, and experience in all aspects of leading a complex global business, including succession planning, public company governance, as well as operational and regulatory issues. Mrs. Rometty will retire from the President and Chief Executive Officer roles at IBM on April 6, 2020 and will continue as Executive Chairman of the Board.
	Career Highlights IBM, a global information technology company • Chairman, President and Chief Executive Officer of IBM (since 2012)	Other Public Company Directorships • IBM (since 2012) Other Experience • Member, Business Roundtable • Member, Council on Foreign Relations • Member, Peterson Institute for International Economics • Board of Trustees, Northwestern University • Board of Overseers and Managers, Memorial Sloan-Kettering Cancer Center • Former Member, President’s Export Council Education • Graduate of Northwestern University

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Director independence

All of the Firm’s non-management Board members and the new director nominee are independent, under both the NYSE corporate governance listing standards and the Firm’s independence standards as set forth in its Governance Principles.

To be considered independent, a director must have no disqualifying relationships as defined by the NYSE, and the Board must have affirmatively determined that he or she has no material relationships with JPMorgan Chase, either directly or as a partner, shareholder or officer of another organization that has a relationship with the Firm.

In assessing the materiality of relationships with the Firm, the Board considers relevant facts and circumstances. Given the nature and broad scope of the products and services provided by the Firm, there are from time to time ordinary course of business transactions between the Firm and a director, his or her immediate family members, or principal business affiliations. These may include, among other relationships: extensions of credit; provision of other financial and financial advisory products and services; business transactions for property or services; and charitable contributions made by the JPMorgan Chase Foundation or the Firm to a nonprofit organization of which a director is an officer. The Board reviews these relationships to assess their materiality and determine if any such relationship would impair the independence and judgment of the relevant director.

The relationships and transactions the Board considered in evaluating each director’s and director nominee’s independence were as follows:

• Consumer credit: a line of credit provided to director Jackson; and credit cards issued to directors Bammann, Bell, Crown, Flynn, Jackson, Neal, and Raymond, and their immediate family members

• Wholesale credit: extensions of credit and other financial and financial advisory products and services provided to: NBCUniversal, LLC and Comcast Corporation, for which Mr. Burke is Chairman and a senior executive, respectively, and their subsidiaries; Berkshire Hathaway Inc., for which Mr. Combs is an Investment Officer, and its subsidiaries; Henry Crown and Company, for which Mr. Crown is Chairman and Chief Executive Officer, and other Crown family-owned entities; Ariel Investments, LLC, for which Ms. Hobson is

Co-Chief Executive Officer and President, and its subsidiaries and funds; certain entities wholly-owned by Ms. Hobson’s spouse; portfolio companies that have among its principal shareholders funds managed by The Energy & Minerals Group, for which a son of Mr. Raymond is the Chief Executive Officer; and International Business Machines Corporation, for which Mrs. Rometty is the Chairman, President and Chief Executive Officer, and its subsidiaries

• Goods and services: commercial office space leased by the Firm from subsidiaries of companies in which Mr. Crown and members of his immediate family have indirect ownership interests; national, local and digital media placements with NBCUniversal and Comcast outlets; telecom data circuits purchased from Comcast; purchases from Berkshire Hathaway subsidiaries of private aviation services, professional services related to the Firm’s corporate-owned aircraft, merchandising fixtures, and fixtures for employee workstations; and purchases from IBM of hardware, software, hardware maintenance services and professional services

• Other relationship: Haven, the joint health care initiative formed by the Firm, Amazon and Berkshire Hathaway to address ways to improve health care and reduce costs for U.S. employees of the three companies

The Board, having reviewed the above-described relationships between the Firm and each director and nominee, determined, in accordance with the NYSE’s listing standards and the Firm’s independence standards, that each non-management director and nominee (Linda B. Bammann, James A. Bell, Stephen B. Burke, Todd A. Combs, James S. Crown, Timothy P. Flynn, Mellody Hobson, Laban P. Jackson, Jr., Michael A. Neal, Lee R. Raymond and Virginia M. Rometty) had only immaterial relationships with JPMorgan Chase and accordingly is independent. William C. Weldon, who retired in May 2019, had only immaterial relationships with JPMorgan Chase and accordingly was an independent director.

All directors who served on the Audit and Compensation & Management Development Committees of the Board were also determined to meet the additional independence and qualitative criteria of the NYSE listing standards applicable to directors serving on those committees. For more information about the committees of the Board, see pages 24-26.

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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Director recruitment

The Governance Committee oversees the ongoing evaluation of candidates for Board membership and the candidate nomination process.

Our By-laws also permit a shareholder group of up to 20 shareholders who have continuously owned at least 3% of the Firm’s outstanding shares for at least three years to nominate up to 20% of the Board (but in any event at least two directors). For further information, see page 112. All candidates recommended to the Governance Committee are evaluated based on the same standards.

Since our last annual shareholders meeting, the Governance Committee, using the process described above and taking into account, among other factors, shareholders’ interest in board refreshment and specifically adding directors with experience in technology and leadership of large, complex organizations, nominated Virginia M. Rometty for election to the Board at this year’s annual meeting. Mrs. Rometty has been among a select group of individuals considered as part of the Governance Committee’s evaluation of prospective Board members in recent years. After Mr. Dimon, Mr. Raymond and the members of the Governance Committee met with Mrs. Rometty, and after the Governance Committee reviewed her qualifications, including her experience in public company governance, leadership, technology, operational and regulatory issues, as well as her constructive personal attributes and her independence, Mrs. Rometty was nominated for election to the Board. For information on Mrs. Rometty’s qualifications, see page 18.

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Director re-nomination

The Governance Committee also oversees the re-nomination process. In considering whether to re-nominate a director for election at our annual meeting, the Governance Committee reviews each director, considering such factors as:

Retirement Policy

Our Governance Principles require a non-management director to offer not to stand for re-election in each calendar year following a year in which the director will be 72 or older. The Board (other than the affected director) then determines whether to accept the offer. The Board believes that the appropriate mix of experience and fresh perspectives is an important consideration in assessing Board composition, and the best interests of the Firm are served by taking advantage of all available talent, and evaluations as to director candidacy should not be determined solely on age.

Consistent with our Governance Principles, one of our director nominees, Lee R. Raymond, offered not to stand for re-election this year. The Board reviewed his offer, taking into account his contributions, the results of the annual Board and committee self-assessment, ongoing succession planning for the Board and the other factors listed above. The Board noted that Mr. Raymond continues to receive high levels of shareholder support, having received the support of more than 93.7% of the votes cast by shareholders at our 2019 annual meeting. The Board believes that Mr. Raymond’s skills and experience complement those of the Board’s Chair. The

Board determined that Mr. Raymond possesses the capability, judgment, and other skills and attributes the Board looks for in a director. The Board also considered his leadership as Lead Independent Director and Chair of the CMDC as well as his contributions as a member of the Governance Committee. In addition, the Board noted his broad experience both within and outside the Firm, particularly in the areas of management development and succession planning, and concluded that he continues to be of great value to the Board, and that his continued service as a director is in the best interests of the Firm’s shareholders.

Following its review, the Board determined (with Mr. Raymond abstaining) that Mr. Raymond should be re-nominated for election as a director and therefore did not accept his offer not to stand for re-election. For specific information on Mr. Raymond’s qualifications and his individual contributions to the Board, including his Board committee roles, see page 18. For information regarding Mr. Raymond’s appointment as Lead Independent Director, see page 22. For a description of the annual Board and committee self-assessment process, see page 27.

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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

2. Board business

Sound governance practices

Our Board is guided by the Firm’s Governance Principles, and we adhere to the Commonsense Corporate Governance Principles and the Investor Stewardship Group’s Corporate Governance Principles for U.S. Listed Companies. Our sound governance practices include:

	Annual election of all directors by majority vote
	100% committee independence
	Lead Independent Director with clearly-defined responsibilities
	Executive sessions of independent directors at each regular Board meeting
	Annual Board and committee self-assessment guided by Lead Independent Director
	No poison pill
	Ongoing director education
	Robust shareholder engagement process, including participation by our Lead Independent Director

	Semi-annual Board review of investor feedback
	Ongoing consideration of Board composition and refreshment, including diversity in director succession
	Each director attended 75% or more of total meetings of the Board and committees on which he or she served during 2019
	Stock ownership requirements for directors
	Board oversight of corporate responsibility/environmental, social and governance (“ESG”) matters
	Robust anti-hedging and anti-pledging policies
	Direct Board access to management

Our Board’s leadership structure

The Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management.

The Board believes it is important to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individuals serving in leadership positions, the needs and opportunities of the Firm as they change over time and the additional factors described below. The Board has separated the Chairman and CEO positions in the past and may do so again in the future if it believes that doing so would be in the best interest of the Firm and its shareholders.

Currently, our CEO serves as Chairman of the Board, and a non-management director serves as the Board’s Lead Independent Director. The Board believes the present structure provides the Firm and the Board with strong leadership, appropriate independent oversight of management and continuity of experience that complements ongoing Board refreshment. A combined CEO and Chairman allows the Firm to communicate its business and strategy to shareholders, clients, employees, regulators and the public in a single voice.

The Firm’s Governance Principles require the independent directors to appoint a Lead Independent Director if the

role of the Chairman is combined with that of the CEO. Our Lead Independent Director focuses on the Board’s priorities and processes, facilitates independent oversight of management and promotes open dialogue among the independent directors during Board meetings, at executive sessions without the presence of the CEO and between Board meetings.

Based on consideration of the factors described on the following page, our Board has determined that combining the roles of Chairman and CEO continues to be the most effective leadership structure for the Board.

Following review, the independent directors concluded that Mr. Raymond continues to use his independent judgment, his in-depth knowledge of the Firm and its business, and his strong leadership skills to serve as an effective intermediary for the independent directors of the Board and counterbalance to the Chairman, and elected Mr. Raymond to continue to serve as Lead Independent Director.

While Mr. Raymond has agreed to serve in that role, at his request, the Governance Committee has started a formal process to identify his successor.

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Factors the Board considers in reviewing its leadership structure

The Board reviews its leadership structure not less than annually, and conducted its most recent review in March 2020, considering the following factors:

• The current composition of the Board

• The respective responsibilities for the positions of Chairman and Lead Independent Director (see table below for detailed information)

• The people currently in the roles of Chairman and Lead Independent Director and their record of strong leadership and performance in their roles, and other strong leadership of the Firm, including its Co-Presidents and Chief Operating Officers

• The policies and practices in place to provide independent Board oversight of management (including Board oversight of CEO performance and compensation, regular executive sessions of the independent directors, Board input into agendas and meeting materials, and Board self-assessment)

• The Firm’s circumstances, including its financial performance

• The views of our stakeholders, including shareholders, customers, employees, suppliers and the communities in which we work

• Trends in corporate governance, including practices at other public companies, and studies on the impact of leadership structures on shareholder value

• Such other factors as the Board determines

Respective duties and responsibilities of the Chairman and Lead Independent Director

CHAIRMAN OF THE BOARD:		calls Board and shareholder meetings
		presides at Board and shareholder meetings
		approves Board meeting schedules, agendas and materials, subject to the approval of the Lead Independent Director
LEAD INDEPENDENT DIRECTOR:		presides at Board meetings in the Chairman’s absence or when otherwise appropriate
		acts as liaison between independent directors and the Chairman/CEO
		presides over executive sessions of independent directors
		engages and consults with major shareholders and other constituencies, where appropriate
		provides advice and guidance to the CEO on executing long-term strategy
		guides the annual performance review of the Chairman/CEO
		advises the CEO of the Board’s information needs
		guides the annual independent director consideration of Chairman/CEO compensation
		meets one-on-one with the Chairman/CEO following executive sessions of independent directors
		guides the Board in its consideration of CEO succession
		has the authority to call for a Board meeting or a meeting of independent directors
		guides the self-assessment of the Board
		approves agendas and adds agenda items for Board meetings and meetings of independent directors

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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

Board meetings

10   Board Meetings Communication between meetings as appropriate 8   Executive sessions of independent directors   Led by Lead Independent Director 42   Meetings of Principal Standing Committees 22   Meetings of Specific Purpose Committees

The Board conducts its business as a group and through a well-developed committee structure in adherence to our Governance Principles. The Board has established practices and processes to actively manage its information flow, set meeting agendas and make sound, well-informed decisions.

Board members have direct access to management and regularly receive information from and engage with management during and outside of formal Board meetings.

In addition, the Board and each committee has the authority and resources to seek legal or other expert advice from sources independent of management.

The full Board met 10 times in 2019. In 2019, all of the members of our Board (other than Mr. Dimon) served on and/or chaired the principal standing committees and specific purpose committees of the Board. For more information on committees, see below. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served in 2019.

Committees of the Board

A significant portion of our Board’s oversight responsibilities is carried out through its five independent, principal standing committees: Audit Committee, CMDC, Governance Committee, Public Responsibility Committee and Risk Committee. Allocating responsibilities among committees increases the amount of attention that can be devoted to the Board’s oversight of the business and affairs of the Firm.

Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.

Each principal standing committee operates pursuant to a written charter. These charters are available on our website at jpmorganchase.com/committee-charters. Each charter is reviewed at least annually as part of the Board’s and each respective committee’s self-assessment.

The Governance Committee annually reviews the allocation of responsibility among the committees as part of the Board and committee self-assessment. For more information about the self-assessment process, see page 27.

Each committee has oversight of specific areas of business activities and risk, and engages with the Firm’s senior management responsible for those areas.

All committee chairs are appointed annually by our Board. Committee chairs are responsible for:

• Calling meetings of their committees

• Approving agendas for their committee meetings

• Presiding at meetings of their committees

• Serving as a liaison between committee members and the Board, and between committee members and senior management, including the CEO

• Working directly with the senior management responsible for committee mandates

The Board determined each member of the Audit Committee in 2019 (James A. Bell, Timothy P. Flynn, Mellody Hobson and Laban P. Jackson, Jr.) to be an audit committee financial expert in accordance with the definition established by the SEC, and that Ms. Bammann, the chair of the Risk Committee, has experience in identifying, assessing and managing risk exposures of large, complex financial firms in accordance with rules issued by the Board of Governors of the Federal Reserve System (“Federal Reserve”).

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CORPORATE GOVERNANCE | ELECTION OF DIRECTORS

Key oversight responsibilities

BOARD OF DIRECTORS
Audit	CMDC	Risk	Public Responsibility	Governance
15 meetings in 2019 Oversees: • The independent registered public accounting firm’s qualifications and independence • The performance of the internal audit function and the independent public accounting firm • Management’s responsibilities to assure that there is an effective system of controls • Internal control framework • Integrity of financial statements • Compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations • Reputational risks and conduct risks within its scope of responsibility	6 meetings in 2019 Oversees: •  Development of and succession for key executives •  Compensation principles and practices •  Compensation and benefit programs •  Operating Committee performance assessments and compensation •  Firm’s Business Principles, culture and significant employee conduct issues and any related actions •  Reputational risks and conduct risks within its scope of responsibility	8 meetings in 2019 Oversees: •  Management’s responsibility to implement an effective global risk management framework reasonably designed to identify, assess and manage the Firm’s risks, including: -  Strategic risk -  Market risk -  Credit and investment risk -  Operational risk •  Applicable primary risk management policies •  Risk appetite results and breaches •  The Firm’s capital and liquidity planning and analysis •  Reputational risks and conduct risks within its scope of responsibility	6 meetings in 2019 Oversees: •  Community investing and fair lending practices •  Political contributions, major lobbying priorities and principal trade association memberships related to public policy •  Sustainability, including ESG policies and activities •  Consumer practices, including consumer experience, consumer complaint resolution and consumer issues related to disclosures, fees or the introduction of major new products •  Reputational risks and conduct risks within its scope of responsibility	7 meetings in 2019 Oversees: •  Proposed nominees for election to the Board •  Corporate governance practices applicable to the Firm •  The framework for the Board’s self- evaluation •  Shareholder matters •  Board composition and nominees •  Reputational risks and conduct risks within its scope of responsibility

For more information about committee responsibilities, see Committee Charters available at: jpmorganchase.com/committee-charters.

Other Standing Committees

The Board has two additional standing committees:

Stock Committee: The committee is responsible for implementing the declaration of dividends, authorizing the issuance of stock, administering the dividend reinvestment plan and implementing share repurchase plans. The committee acts within Board-approved limitations and capital plans.

Executive Committee: The committee may exercise all the powers of the Board that lawfully may be delegated, but with the expectation that it would not take material actions absent special circumstances.

The Board may establish additional standing committees as needed.

Specific Purpose Committees

The Board establishes Specific Purpose Committees as appropriate to address specific issues. The Board currently has two such committees, the Markets Compliance Committee and the Omnibus Committee.

The Markets Compliance Committee provides oversight in connection with certain orders (“Consent Orders”) issued by, and agreements with, the Firm’s regulators and oversight of certain government inquiries, as well as related conduct and controls. It oversees and provides guidance to management with respect to particular aspects of our control agenda and oversees and monitors progress under action plans developed by management with respect to these matters.

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The Omnibus Committee reviews matters delegated by the Board.

As the Firm achieves its objectives in a specific area, the work of the relevant Specific Purpose Committee will be concluded and, subject to regulatory consent where applicable, the committee will be disbanded. In 2019, the work of the following committees was completed, and the committees were disbanded:

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

• Trading Compliance Committee

There were 22 meetings of the Specific Purpose Committees in 2019. Additional Specific Purpose Committees may be established from time to time in the future to address particular issues.

Current Board committee membership

Director	Audit	Compensation & Management Development	Corporate Governance & Nominating	Public Responsibility	Risk	Specific Purpose1
Linda B. Bammann					Chair	D
James A. Bell 2	Chair					A
Stephen B. Burke		Member	Chair
Todd A. Combs		Member	Member	Member
James S. Crown					Member
James Dimon
Timothy P. Flynn	Member			Chair		A
Mellody Hobson				Member	Member
Laban P. Jackson, Jr. 3	Member					A,B,C,D
Michael A. Neal					Member	D
Lee R. Raymond 4		Chair	Member			B,C,D

¹  The Board’s Specific Purpose Committees in 2019 were:

A – BSA/AML (Bank Secrecy Act/Anti-Money Laundering) Compliance Committee (disbanded in 2019)

B – Markets Compliance Committee

C – Trading Compliance Committee (disbanded in 2019)

D – Omnibus Committee

² Mr. Bell is not standing for re-election when his term expires on the eve of this year’s annual meeting. A new Chair of the Audit Committee will be elected by the Board following the annual meeting.

³  Mr. Jackson is not standing for re-election when his term expires on the eve of this year’s annual meeting. A new member of the Audit Committee will be appointed by the Board following the annual meeting.

⁴ Lead Independent Director

All of the directors of the Firm were elected in 2019 and comprise the full Boards of JPMorgan Chase Bank, National Association (the “Bank”) and an intermediate holding company, JPMorgan Chase Holdings LLC (the “IHC”). Mr. Burke is the non-management Chairman of the Board of the Bank; IHC does not have a Chairman of the Board.

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Board and Committee self-assessment

The Board conducts an annual self-assessment aimed at enhancing its effectiveness. Through regular assessment of its policies, procedures and performance, the Board identifies areas for further consideration and improvement. In assessing itself, the Board takes a multi-year perspective. The Board self-assessment is guided by the Lead Independent Director and is conducted in phases.

Director education

Our director education program assists Board members in fulfilling their responsibilities. The director education program commences with an orientation program when a new director joins the Board. Ongoing education is provided through “deep dive” presentations from lines of business, discussions and presentations by subject matter experts and other opportunities, including events that take directors out of the boardroom and provide client, employee and other perspectives that can have a significant impact on the Firm. The program provides education on the Firm’s products, services and lines of business; cybersecurity and technology; significant and emerging risks; and relevant laws, regulations and supervisory requirements and other topics identified by the Board, including ESG-related issues.

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ELECTION OF DIRECTORS | CORPORATE GOVERNANCE

3. Board oversight

The Board is responsible for oversight of the business and affairs of the Firm. It is also responsible for setting the cultural “tone at the top.” Among its core responsibilities, the Board oversees:

Strategy

The Board of Directors oversees management’s formulation and implementation of the Firm’s strategic initiatives. Annual strategic plans include evaluation of performance against the prior year’s initiatives, assessment of the current operating environment, refinement of existing strategies and development of new strategic initiatives. Throughout the year, the CEO and CFO provide updates on the Firm’s overall strategic direction, and senior management provides updates on the strategic opportunities, priorities and implementation strategies in their respective LOBs and Corporate Functions. These management presentations and financial plans are the foundation of active dialogue with, and feedback from, the Board about the strategic risks and opportunities facing the Firm and its businesses.

Executive performance and talent management

The CMDC reviews the Firm’s performance periodically during the course of the year, and formally, at least annually. The CMDC’s review of the CEO’s performance is presented to the Board in connection with the Board’s review of executive officer annual compensation.

Succession planning for the CEO and other members of the Operating Committee is considered at least annually. The CMDC also discusses at least annually the talent pipeline for specific critical roles. The Board has numerous opportunities to meet with, and assess development plans for, members of the Operating Committee and other high potential senior management leaders. This occurs through various means, including informal meetings, presentations to the Board and its committees, and Board dinners. For further information, see Compensation discussion and analysis (“CD&A”) on page 37.

Financial performance and condition

Throughout the year, the Board reviews the Firm’s financial performance and condition, including overseeing management’s execution against the Firm’s capital, liquidity, strategic and financial operating plans.

Reports on the Firm’s financial performance and condition are presented at each regularly scheduled Board meeting. The Firm’s annual Comprehensive Capital Analysis and Review (“CCAR”) submission, which contains the Firm’s proposed plans to make capital distributions, such as dividend payouts, stock repurchases and other capital actions, is reviewed and approved prior to its submission to the Federal Reserve. In addition, the Audit Committee assists the Board in the oversight of the Firm’s financial statements and internal control framework. The Audit Committee also assists the Board in the appointment, retention, compensation, evaluation and oversight of the Firm’s independent registered public accounting firm. For further information, see “Risk management and internal control framework” below.

Risk management and internal control framework

Risk is an inherent part of JPMorgan Chase’s business activities. When the Firm extends a consumer or wholesale loan, advises customers and clients on their investment decisions, makes markets in securities or offers other products or services, the Firm takes on some degree of risk. The Firm’s overall objective is to manage its businesses, and the associated risks, in a manner that balances serving the interests of its clients, customers and investors and protects the safety and soundness of the Firm.

The key risk areas of the Firm are managed on a Firmwide basis. Certain risks, such as strategic risk, are overseen by the full Board. Board committees support the Board’s oversight responsibility by overseeing the risk categories related to such committee’s specific area of focus.

Committee chairs report significant matters discussed at committee meetings to the full Board. Issues escalated to the full Board may be dealt with in several ways, as appropriate: oversight of risk may remain with the particular principal standing committee of the Board, the Board may establish or direct a Specific Purpose Committee to oversee management’s addressing of such risk matters, or the Board may ask management to present more frequently to the full Board on the issue.

Oversight of conduct risk is shared by multiple Board committees. Conduct risk is the risk that any action or inaction by an employee or employees could lead to unfair client or customer outcomes, impact the integrity of the markets in which the Firm operates or compromise the Firm’s reputation. Each LOB and Corporate Function is accountable for identifying and managing its conduct risk

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to promote a culture consistent with the Firm’s How We Do Business Principles (the “Business Principles”). The full set of Business Principles is included in “How We Do Business — The Report,” which is posted on our website at jpmorganchase.com/governance.

For more information about the Firm’s risk management, see the “Firmwide risk management” section of the Firm’s Annual Report on Form 10-K for the year ended December 31, 2019 (“2019 Form 10-K”).

Environmental, social and governance matters

The Board oversees a range of matters pertaining to ESG topics, including: the Firm’s governance-related policies and practices; our systems of risk management and controls; our investment in our employees; the manner in

which we serve our customers and support our communities; and how we advance sustainability in our businesses and operations. In particular, the Board’s Public Responsibility Committee provides oversight of the Firm’s positions and practices on community investment, fair lending, consumer practices, sustainability—including matters such as the Firm’s approach to climate change—and other public policy issues that reflect the Firm’s values and impact its reputation among all of its stakeholders.

The Firm is committed to being transparent about how we do business and reporting on our efforts. One way we do this is by publishing an annual ESG Report, which provides information on how we are addressing the ESG matters that we and our stakeholders view as among the most important to our business. The Firm’s ESG report is available on our website at jpmorganchase.com/esg.

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4. Board engagement

The Board, as a group or as a subset of one or more directors, meets periodically throughout the year with the Firm’s shareholders, employees, regulators, community and business leaders, and other persons interested in our strategy, business practices, governance, culture and performance. For more information, see the CD&A on pages 37-71.

To contact our Board of Directors, any Board member, including the Lead Independent Director, any committee chair, or the independent directors as a group, mail correspondence to: JPMorgan Chase & Co., Attention (name of Board member(s)), Office of the Secretary, 4 New York Plaza, New York, NY 10004-2413, or email the Office of the Secretary at corporate.secretary@jpmchase.com.

Shareholders and other interested parties

We have an active and ongoing approach to engagement on a wide variety of topics (e.g., strategy, performance, competitive environment, governance) throughout the year. We interact with and receive feedback from our shareholders and other interested parties. Our shareholder engagement efforts are outlined below.

Employees

Our Board is committed to maintaining a strong corporate culture that instills and enhances a sense of personal accountability on the part of all of the Firm’s employees.

In addition to discussions at Board meetings with senior management about these efforts, our directors participate

in meetings with employees to emphasize this commitment. These meetings include employee town halls, lines of business and leadership team events, annual senior leaders’ meetings and informal sessions with members of the Operating Committee and other senior leaders.

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Regulators

Our Board and senior leaders commit significant time to meeting with regulators. Frequent interaction helps us learn first-hand from regulators about matters of importance to them and their expectations of us. It also gives the Board and management a forum for keeping our regulators well-informed about the Firm’s performance and business practices.

Stakeholders

We share a fundamental commitment to all of our stakeholders, including our shareholders, employees and regulators as well as our customers, suppliers and the communities in which we work. As we strive to deliver value to all of our stakeholders, we engage with them on a range of issues in a variety of ways. These may include Advisory panels, Town Halls, and senior executive meetings with policy groups and nonprofit organizations. Management shares insights and feedback from these relationships and engagements with the Board, providing the Board with valuable insights.

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DIRECTOR COMPENSATION | CORPORATE GOVERNANCE

Director compensation

The Governance Committee is responsible for reviewing director compensation and making recommendations to the Board. In making its recommendations, the Governance Committee annually reviews the Board’s responsibilities and the compensation practices of peer firms, which include the same group of peer firms referenced with respect to the compensation of our NEOs. For more information see “Evaluating market practices” on page 46.

The Board believes a best practice is to link director compensation to the Firm’s performance; therefore, a significant portion of director compensation is paid in common stock.

The Firm’s Amended and Restated Long-Term Incentive Plan (“LTIP”), which includes our non-management director compensation plan, was last approved by shareholders on May 15, 2018. The Board has made no changes to non-management director compensation since approval of the LTIP.

Annual compensation

For 2019, each non-management director received an annual cash retainer of $100,000 and an annual grant, made when annual employee incentive compensation was paid, of deferred stock units valued at $250,000 on the date of grant. Additional cash compensation was paid for certain committee and other service as described below.

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 2019 annual compensation for non-management directors for service on the Boards of the Firm, the Bank, and J.P. Morgan Securities plc. There is no additional compensation paid for service on the Boards of Chase Bank USA, National Association, which was merged into the Bank in 2019, or IHC.

Compensation	Amount ($)
Board retainer	$	100,000
Lead Independent Director retainer		30,000
Audit and Risk Committee chair retainer		25,000
Audit and Risk Committee member retainer		15,000
All other committees chair retainer		15,000
Deferred stock unit grant		250,000
Bank Board retainer		15,000
Bank Board’s chair retainer		25,000
J.P. Morgan Securities plc Board retainer		110,000

The Board may periodically ask directors to serve on one or more Specific Purpose Committees or other committees that are not one of the Board’s principal standing committees or to serve on the board of directors of a subsidiary of the Firm. Any compensation for such service is included in the “2019 Director compensation table” on the next page.

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CORPORATE GOVERNANCE | DIRECTOR COMPENSATION

2019 Director compensation table

The following table shows the compensation for each non-management director in 2019.

Director	Fees earned or paid in cash ($)1		2019 Stock award ($)2		Other fees earned or paid in cash  ($)3		Total ($)
Linda B. Bammann		$  140,000		$  250,000		$  15,000		$  405,000
James A. Bell		140,000		250,000		22,500		412,500
Stephen B. Burke		109,190		250,000		45,316		404,506
Todd A. Combs		105,810		250,000		15,000		370,810
James S. Crown		115,000		250,000		15,000		380,000
Timothy P. Flynn		130,000		250,000		22,500		402,500
Mellody Hobson		115,000		250,000		35,000		400,000
Laban P. Jackson, Jr.		115,000		250,000		170,000		535,000
Michael A. Neal		115,000		250,000		15,000		380,000
Lee R. Raymond		145,000		250,000		52,500		447,500
William C. Weldon4		44,547		250,000		28,356		322,903

¹  Includes fees earned, whether paid in cash or deferred, for service on the Board of Directors. For additional information on each director’s service on committees of JPMorgan Chase, see “Committees of the Board” on pages 24-26.

²  On January 15, 2019, each director received an annual grant of deferred stock units equal to $250,000, based on a grant date fair market value of the Firm’s common stock of $100.54 per share. The aggregate number of stock and option awards outstanding at December 31, 2019, for each current director is included in the “Security ownership of directors and executive officers” table on page 84 under the columns “SARs/Options exercisable within 60 days” and “Additional underlying stock units,” respectively. All such awards are vested.

³  Includes fees paid to the non-management directors for their service on the Board of Directors of the Bank or who are members of one or more Specific Purpose Committees. A fee of $2,500 is paid for each Specific Purpose Committee meeting attended (with the exception of the Omnibus Committee). Also includes for Mr. Jackson, $110,000 in compensation during 2019 in consideration of his service as a director of J.P. Morgan Securities plc, the Firm’s principal operating subsidiary outside the U.S. and a subsidiary of the Bank.

⁴  Mr. Weldon retired from the Board in May 2019 on the eve of the 2019 annual meeting. Retainers for Board and committee service were pro-rated. Other fees paid to Mr. Weldon include an amount intended to cover taxes for a commemorative item for his service on the Board.

Stock ownership: no sales, no hedging, no pledging

As stated in the Governance Principles and further described in “Anti-hedging/anti-pledging provisions” on page 51, each director agrees to retain all shares of the Firm’s common stock he or she purchased on the open market or received pursuant to his or her service as a Board member for as long as he or she serves on our Board.

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 on page 84 under “Security ownership of directors and executive officers,” Mr. Crown has 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 Chairman and CEO, and trusts of which Mr. Crown serves as trustee (the “Attributed Shares”). Mr. Crown disclaims beneficial ownership of such Attributed Shares, except to the extent of his pecuniary interest. The Attributed Shares are distinct from shares Mr. Crown or his spouse own individually, or shares 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 Attributed Shares may be

prudently pledged or held in margin loan accounts. Crown Personally Held Shares are not and may not be held in margin accounts or otherwise pledged as collateral, nor may the economic risk of such shares be hedged.

Deferred compensation

Each year, non-management directors may elect to defer all or part of their cash compensation. A director’s right to receive future payments under any deferred compensation arrangement is an unsecured claim against JPMorgan Chase’s general assets. Cash amounts may be deferred into various investment equivalents, including deferred stock units. Upon retirement from the Board, compensation deferred into stock units will be distributed in stock; all other deferred cash compensation will be distributed in cash. Deferred compensation will be distributed in either a lump sum or in annual installments for up to 15 years as elected by the director commencing in January of the year following the director’s retirement from the Board.

Reimbursements and insurance

The Firm reimburses directors for their expenses in connection with their Board service or pays such expenses directly. The Firm also pays the premiums on directors’ and officers’ liability insurance policies and on travel accident insurance policies covering directors as well as employees of the Firm.

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OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES | CORPORATE GOVERNANCE

Other corporate governance policies and practices

Shareholder rights

The Firm’s Certificate of Incorporation and By-laws provide shareholders with important rights, including:

• Proxy access, which enables eligible shareholders to include their nominees for election as directors in the Firm’s proxy statement. For further information, see page 112, “Shareholder proposals and nominations for the 2021 annual meeting.”

• The ability to call a special meeting by shareholders holding at least 20% of the outstanding shares of our common stock (net of hedges)

• The ability of shareholders holding at least 20% of the outstanding shares of our common stock (net of hedges) to seek a corporate action by written consent without a meeting on terms substantially similar to the terms applicable to call special meetings

• Majority election of directors

• No “poison pill” in effect

• No super-majority vote requirements in our Certificate of Incorporation or By-laws

The Firm’s Certificate of Incorporation and By-laws are available on our website at jpmorganchase.com/governance.

Policies and procedures for approval of related party transactions

The Firm has adopted a written Transactions with Related Persons Policy (“Policy”), which sets forth the Firm’s policies and procedures for reviewing and approving transactions with related persons – basically our directors, executive officers, their respective immediate family members and 5% shareholders. The transactions covered by the Policy include any financial transaction, arrangement or relationship in which the Firm is a participant, the related person has or will have a direct or indirect material interest and the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year.

After becoming aware of any transaction which may be subject to the Policy, the related person is required to report all relevant facts with respect to the transaction to the General Counsel of the Firm. Upon determination by the General Counsel that a transaction requires review under the Policy, the material facts of the transaction and the related person’s interest in the transaction are provided to the Governance Committee. The transaction is then reviewed by the disinterested members of the Governance Committee, who determine whether approval

or ratification of the transaction shall be granted. In reviewing a transaction, the Governance Committee considers facts and circumstances that it deems relevant to its determination, such as: management’s assessment of the commercial reasonableness of the transaction; the materiality of the related person’s direct or indirect interest in the transaction; whether the transaction may involve an actual, or the appearance of, a conflict of interest; and, if the transaction involves a director, the impact of the transaction on the director’s independence.

Certain types of transactions are pre-approved in accordance with the terms of the Policy. These include transactions in the ordinary course of business involving financial products and services provided by, or to, the Firm, including loans, provided such transactions are in compliance with the Sarbanes-Oxley Act of 2002, Federal Reserve Board Regulation O and other applicable laws and regulations.

Transactions with directors, executive officers and 5% shareholders

Our directors and executive officers, and some of their immediate family members and affiliated entities, and BlackRock and Vanguard, beneficial owners of more than 5% of our outstanding common stock, were customers of, or had transactions with or involving, JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during 2019. Additional transactions may be expected to take place in the future.

Any outstanding loans to the foregoing persons and entities and any other transactions involving the Firm’s financial products and services (such as banking, brokerage, investment, investment banking, and financial advisory products and services) provided to such persons and entities: (i) were made in the ordinary course of business, (ii) were made on substantially the same terms (including interest rates and collateral (where applicable)), as those prevailing at the time for comparable transactions with persons and entities not related to the Firm (or, where eligible with respect to executive officers, immediate family members and affiliated entities, on such terms as are available under our employee benefits or compensation programs), and (iii) did not involve more than the normal risk of collectibility or present other unfavorable features.

The fiduciary committees for the JPMorgan Chase Retirement Plan and for the JPMorgan Chase 401(k) Savings Plan (each, a “Plan”) entered into agreements with BlackRock giving it discretionary authority to manage certain assets on behalf of each Plan. Pursuant to these agreements, fees of approximately $3.6 million were paid

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by the Plans to BlackRock in 2019. Subsidiaries of the Firm have subscribed to information services and received consulting services from BlackRock, including and related to select market data, analytics and modeling, and paid BlackRock approximately $730,000 in 2019 for the services. JPMorgan Chase paid BlackRock approximately $5.3 million in 2019 to access its Aladdin^® platform.

Certain J.P. Morgan mutual funds and subsidiaries entered into a sub-transfer agency agreement with Vanguard and paid Vanguard approximately $410,000 in 2019 for services rendered, primarily accounting, recordkeeping and administrative services.

In January 2019, the Firm entered into agreements for the sale and redevelopment of a retail bank branch property in California to modernize the branch and monetize excess development rights. Following a solicitation and review of proposals from several major real estate developers, a company not affiliated with the Firm or its directors or executive officers was selected to lead the project. The development company is expected to make the purchase through an existing legal entity as a result of which Director James Crown and members of his immediate family are expected to hold indirect equity interests in the property which in the aggregate would exceed 10%. The purchase price will depend upon the development rights attained and is anticipated to exceed $32 million. The transaction has not been consummated and closing is subject to completion of the development entitlements process and satisfaction of other contractual conditions precedent. The transaction is not material to the overall investment holdings of Mr. Crown and members of his immediate family, and it was negotiated with the unaffiliated development company in the ordinary course of business.

Compensation & Management Development Committee interlocks and insider participation

The members of the CMDC are listed on page 26. No member of the CMDC is or ever was a JPMorgan Chase officer or employee. No JPMorgan Chase executive officer is, or was during 2019, a member of the board of directors or compensation committee (or other committee serving an equivalent function) of another company that has, or had during 2019, an executive officer serving as a member of our Board or the CMDC. All of the members of the CMDC, and/or some of their immediate family members and affiliated entities, were customers of, or had transactions with or involving, JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during 2019. Additional transactions may be

expected to take place in the future. Any outstanding loans to the directors serving on the CMDC and their immediate family members and affiliated entities, and any transactions involving other financial products and services provided by the Firm to such persons and entities, were made in accordance with the standards stated above for transactions with directors, executive officers and 5% shareholders.

Political activities and lobbying

JPMorgan Chase believes that responsible corporate citizenship demands a commitment to a healthy and informed democracy through civic and community involvement. Because of the potential impact public policy can have on our businesses, employees, communities and customers, we engage with policymakers in order to advance and protect the long-term interests of the Firm.

The Public Responsibility Committee oversees the Firm’s 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 Firm’s policies and practices related to political activities:

• Prohibit contributions of corporate funds to candidates, political party committees and political action committees

• Provide that the Firm restrict U.S. trade organizations and groups organized under Section 501(c)(4) of the Internal Revenue Code of which it is a member from using the Firm’s dues payments for any election-related activity

• Prohibit corporate funds from being used to make contributions to SuperPACs and political committees organized under Section 527 of the Internal Revenue Code to promote the election or defeat of candidates for office

• Prohibit the use of corporate funds to make independent political expenditures, including electioneering communications

The Firm discloses on its website contributions made by the Firm’s Political Action Committees and contributions of corporate funds made in connection with ballot initiatives.

For further information regarding the Firm’s policy engagement, political contributions and lobbying activity, see our website at jpmorganchase.com/policy-engagement.

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Code of Conduct

The Code of Conduct is a collection of rules and principles intended to assist employees and directors in making decisions about their conduct in relation to the Firm’s business.

Employees and directors are periodically trained on the principles, obligations, and requirements under the Code of Conduct. They must annually affirm that they have read, understand, and are in compliance with the Code of Conduct. They are required to raise concerns about misconduct and report any potential or actual violations of the Code of Conduct, any internal Firm policy, or any law or regulation applicable to the Firm’s business. We also provide guidelines to employees in our Human Resources, Global Security & Investigations and Legal departments regarding the review and treatment of employee-initiated complaints, including the proper escalation of potential or actual violations of the Code of Conduct, other Firm policy, regulations or the law. The Code of Conduct prohibits intimidation or retaliation against anyone who raises an issue or concern in good faith or assists with an investigation.

Employees and directors can report any potential or actual violations of the Code of Conduct to management, Human Resources, the Office of the General Counsel or General Auditor, or via the Code of Conduct Reporting Hotline, either by phone or the Internet. The Hotline is anonymous, except in certain non-U.S. jurisdictions where laws prohibit anonymous reporting, and is available 24/7 globally, with translation services. It is maintained by a third party service provider. Suspected violations of the Code of Conduct, other Firm policy or the law are investigated by the Firm and may result in an employee being cleared of the suspected violation or in an escalating range of actions, including termination of employment, depending upon the facts and circumstances. Compliance and Human Resources report periodically to the Audit Committee on the Code of Conduct program. The CMDC periodically reviews reports from management regarding significant conduct issues and any related employee actions.

Code of Ethics for Finance Professionals

The Code of Ethics for Finance Professionals, a supplement to the Code of Conduct, applies to the CEO, CFO, Chairman, Controller and all other professionals of the Firm worldwide serving in a finance, accounting, treasury, tax or investor relations role. The purpose of our Code of Ethics is to promote honest and ethical conduct and adherence with the law in connection with the maintenance of the Firm’s financial books and records and the preparation of our financial statements. It also addresses the reporting of potential conflicts of interest and any suspected violations or other matters that would compromise the integrity of the Firm’s financial statements.

Supplier Code of Conduct

The Supplier Code of Conduct outlines the Firm’s expectation that suppliers demonstrate the highest standards of business conduct, integrity and adherence to the law. The Supplier Code of Conduct applies to our suppliers, vendors, consultants, contractors and other third parties working on behalf of the Firm, as well as to the owners, officers, directors, employees and contractors of these supplier organizations and entities. The Supplier Code provides specific guidance regarding the Firm’s Business Principles, suppliers’ responsibility to comply with all laws and regulations and to have policies ensuring such compliance, their duty to escalate concerns, handle information properly and maintain accurate records, address potential conflicts of interest, and operate responsibly with respect to competition laws, taxes, anti-corruption, political activity, environmental, social and human rights, and other matters.

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Executive Compensation

Proposal 2: Advisory resolution to approve executive compensation

Approve the Firm’s compensation practices and principles and their implementation for 2019 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 of this advisory resolution to approve executive compensation  

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EXECUTIVE SUMMARY

We believe our compensation philosophy promotes an equitable and well-governed, long-term approach to compensation, including pay-for-performance practices that attract and retain top talent, are responsive to and aligned with shareholders, and encourage a shared success culture in support of our Business Principles and strategic framework

OUR LONG-
TERM APPROACH TO EXECUTIVE COMPENSATION:   DISCIPLINED PERFORMANCE ASSESSMENT TO DETERMINE PAY The Firm’s 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 and a proper alignment of their compensation with performance and sustained shareholder value. The Firm’s compensation programs play a significant role in our ability to attract, retain and properly motivate the highest quality workforce.   The foundations of our compensation practices are a focus on performance within a well-controlled environment, alignment with the interests of shareholders, sensitivity to the relevant marketplace and a long-term view consistent with our Business Principles and strategic framework.   The Compensation Discussion and Analysis that follows describes our compensation philosophy and pay-for-performance framework, and discusses how compensation for the Firm’s Named Executive Officers is aligned with the Firm’s long-term performance and with our shareholders’ interests.

PROPOSAL 2 – ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION

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 2019 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.”

This advisory vote 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.

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EXECUTIVE COMPENSATION

2019 Say on pay and shareholder engagement

After three years of consistently strong (91%+) shareholder support since the CMDC introduced the PSU program in 2015, our Say on Pay resolution received only 72% support at our annual meeting of shareholders in May 2019.

As a consequence of this result, the CMDC instructed management to broaden the usual scope of our shareholder outreach, with a heightened focus on obtaining specific feedback regarding executive compensation-related matters. After reaching out to our top 100 shareholders representing over 50% of the Firm’s outstanding common stock, we expanded our shareholder outreach to solicit feedback from additional shareholders who, according to public filings, changed their vote from “for” in 2018 to “against” in 2019. The effect of our comprehensive shareholder outreach program in 2019 was that we received feedback from shareholders representing approximately 45% of the Firm’s outstanding common stock across more than 60 engagements.

A comprehensive summary of this feedback was reviewed by the CMDC in making its 2019 OC member pay determinations, and as a result, the CMDC made several enhancements to our 2019 PSU awards and our executive compensation disclosures that are responsive to the key areas of the feedback we received, as summarized in the chart below.

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following CD&A is organized around three key factors for shareholders to consider:

¹  ROTCE is a non-GAAP financial measure; refer to Note 1 on page 114 for a further discussion of this measure.

²  Reflects common dividends and common stock repurchases, net of common stock issued to employees.

³  For external recognition sources for CCB, CIB and AWM, refer to pages 67-69; CB recognition is from S&P Global Market Intelligence as of December 31, 2019.

⁴  Total compensation range for Other NEOs includes Mr. Pinto. Pay mix components for Other NEOs exclude Mr. Pinto. The terms and conditions of Mr. Pinto’s compensation reflect the requirements of E.U. and U.K. regulations. Refer to Note 1 on page 47 for additional information on Mr. Pinto’s pay mix.

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

How we think about pay decisions   The Firm’s Business Principles and strategic framework form the basis of our OC members’ strategic priorities. The CMDC references those strategic priorities and the Firm’s compensation philosophy to assess OC members’ performance and to determine their respective total compensation levels and pay mix.

	The Firm’s Business Principles and culture are fundamental to our success in the way we do business over the                    long-term.

	Guided by our Business Principles, our strategic framework provides holistic direction for the Firm and focuses on three primary strategic tenets: •  Operating exceptional client franchises; •  Maintaining our fortress balance sheet and principles; and •  Adding long-term shareholder value. Each year, the Operating Committee reviews the strategic framework to consider enhancements to the framework and its underlying tenets and priorities, and to adapt to changes in the competitive and market landscape if necessary, by considering the Firm’s strengths and challenges and the Firm’s performance over the prior year. In 2019, the CMDC approved the Firm’s 2019-20 strategic framework as the priorities of the Operating Committee, including the 11 strategic priorities in the bullets listed below.
	Businesses and functions develop strategic initiatives that map to the strategic framework and are designed to reinforce the Firm’s operating principles to be complete, global, diversified, and at scale.

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

	Also guided by our Business Principles, our compensation philosophy is fundamental to our goal to attract, retain,  and motivate our workforce in a competitive market.

	In accordance with our compensation philosophy, the CMDC uses a balanced discretionary approach to assess OC  member performance throughout the year against four broad dimensions:  •  Business Results  •  Risk, Controls & Conduct, including feedback received from the Firm’s risk and control professionals  •  Client/Customer/Stakeholder, including our engagement in communities  •  Teamwork & Leadership, including creating a diverse, inclusive and respectful environment and developing     employees, managers and leaders

	Following the performance assessment process, the CMDC determines the total compensation for each OC member,  as well as their respective pay mix. Pay mix may include salary, cash incentive, RSUs and formula-based PSUs. Pay  levels and pay mix are determined in the context of competitive market practices.

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

Our compensation philosophy, pay practices and governance process

Our pay-for-performance compensation program is designed to align the long-term interests of our employees with those of our shareholders by emphasizing sustained value and reinforcing personal accountability.

COMPENSATION PHILOSOPHY

Our compensation philosophy provides the guiding principles that drive compensation-related decisions across all levels of the Firm. We believe our compensation philosophy promotes an equitable and well-governed approach to compensation, which includes pay-for-performance practices that attract and retain top talent in a competitive market, is responsive to and aligned with shareholders, reinforces our culture and Business Principles, and integrates risk, controls and conduct considerations.

PAYING FOR    PERFORMANCE    AND ALIGNING WITH    SHAREHOLDERS’    INTERESTS	• In making compensation-related decisions, we focus on risk-adjusted performance (the Firm’s risk and control professionals help contextualize the risk taken to achieve the return) and reward behaviors that generate sustained value for the Firm. This means that compensation should not be overly formulaic, rigid or focused on the short-term. • A majority of OC member incentive compensation should be in equity that vests over multiple years to align with sustained performance.
ENCOURAGING A    SHARED SUCCESS    CULTURE	• Teamwork and leadership should be encouraged and rewarded to foster a culture that supports our Business Principles. • Contributions 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	• Our long-term success depends on the talents of our employees. Our compensation philosophy plays a significant role in our ability to attract, properly motivate and retain top talent. • Competitive and reasonable compensation should help attract and retain the best talent to grow and sustain our business.
INTEGRATING RISK    MANAGEMENT AND    COMPENSATION	• Risk management, compensation recovery, and repayment policies should be robust and designed to encourage behaving with the standards of integrity that are required by our culture and Business Principles. Excessive risk-taking should be deterred. • HR Control Forums should discuss actual or potential misconduct of individuals involved in matters that create material risk, controls and conduct concerns. • Recoupment policies should include recovery of cash and equity compensation. • Our pay practices must comply with applicable rules and regulations, both in the U.S. and globally.
NO SPECIAL    PERQUISITES AND    NON-PERFORMANCE    BASED    COMPENSATION	• Compensation should be straightforward and consist primarily of cash and equity incentives. • We 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	• Strong corporate governance is fostered by independent Board oversight of our executive compensation program by the CMDC, including defining the Firm’s compensation philosophy, reviewing and approving the Firm’s overall incentive compensation pools, and approving compensation for our OC, including the terms of compensation awards; CEO compensation is subject to full Board ratification. • We have a rigorous process in place to review risk, control and conduct issues at the Firm, line of business, functional, and regional levels, which have impacted compensation pools as well as reduced compensation at the individual level, in addition to other employee actions.
TRANSPARENCY WITH    SHAREHOLDERS	• Transparency to shareholders regarding our executive compensation program is important. We disclose all material terms of our executive pay program and any actions on our part in response to significant events, as appropriate.

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

The effectiveness of our compensation program is dependent upon the alignment of sound pay-for-performance practices with our compensation philosophy. Highlighted below are pay practices that are integral to our compensation program, as well as certain pay practices that we chose not to implement.

WE ADOPT SOUND PAY PRACTICES

	Principles-based compensation philosophy – Guiding principles that drive compensation-related decision-making across all levels of the Firm		Competitive benchmarking – We benchmark pay levels and pay practices against relevant market data
	Robust anti-hedging/anti-pledging provisions – Strict prohibition on hedging and pledging of unvested awards and shares owned outright		Responsible use of equity – We used less than 1% of weighted average diluted shares in 2019 for employee compensation
	Strong clawback provisions – Comprehensive recovery provisions that enable us to cancel or reduce unvested awards and require repayment of previously awarded compensation, if appropriate		Risk, controls and conduct impact pay – We consider material risk, controls and conduct issues and make adjustments to compensation, if appropriate
	Pay at risk – OC member compensation is predominantly “at-risk” and contingent on the achievement of performance goals that are integrally linked to shareholder value and safety and soundness		Strong share holding requirements – OC members are required to retain significant portions of net shares received from awards to increase ownership over the long-term
	Majority of variable pay is in deferred equity – Most OC member variable compensation is deferred in the form of PSUs and RSUs that vest over three years1		Robust shareholder engagement – Each year we provide the Board with feedback from our shareholders on a variety of topics, including our compensation programs and practices

WE AVOID POOR PAY PRACTICES

	No golden parachute agreements – We do not provide additional payments or benefits as a result of a change-in-control event		No guaranteed bonuses – We do not provide guaranteed bonuses, except for select individuals at hire
	No special severance – We do not provide special severance. All employees, including OC members, participate at the same level of severance, based on years of service, capped at 52 weeks up to a maximum credited salary		No special executive benefits • No private club dues or tax gross-ups for benefits • No 401(k) Savings Plan matching contribution • No special health or medical benefits • No special pension credits

GOVERNANCE RESPONSIBILITIES OF THE CMDC

The CMDC oversees our compensation programs throughout the year, which enables the programs to be proactive in addressing both current and emerging developments or challenges. Key committee responsibilities related to compensation programs include:

• Periodically reviewing and approving a statement of the Firm’s compensation philosophy, principles and practices

• Reviewing the Firm’s compensation practices and the relationship among risk, risk management and compensation (including safety and soundness and avoiding practices that could encourage excessive risk-taking)

• Adopting pay practices and approving any necessary formulas, performance metrics or pool calculations in compliance with applicable U.S. and global regulatory, statutory or governance requirements

• Reviewing and approving overall incentive compensation pools (including equity/cash mix)

• Reviewing the business-aligned incentive compensation plan governance, design and evaluation framework

• Reviewing over multiple meetings and approving compensation for our OC and, for the CEO, making a compensation recommendation to the Board for consideration and ratification by the independent directors

• Reviewing compensation for employees who are material risk-takers identified under Federal Reserve standards (“Tier 1 employees”) and/or European Union standards (“Identified Staff”), collectively “Designated Employees”

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

The CMDC continues to retain the discretion to make awards and pay amounts that may not qualify as tax deductible.

¹  PSUs are also subject to a two-year hold after each vesting for a combined holding period of five years. The terms and conditions of Mr. Pinto’s compensation reflect the requirements of E.U. and U.K. regulations. Refer to Note 1 on page 47 for additional information on Mr. Pinto’s pay mix.

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

Performance assessment starts with planning and priority-setting

The CMDC uses a disciplined pay-for-performance framework to make decisions about the compensation of our OC members, so that their compensation is commensurate with the overall performance of the Firm, their respective businesses, and their individual performance. The cycle starts with establishing strategic plans, budgets and priorities at those same levels, with the key elements and timing summarized below:

Throughout the performance assessment process, the Board and CMDC engage in regular discussions with the CEO and the Head of HR about individual OC members’ performance, as appropriate.

This approach (rather than determining pay levels during a single year-end process) enables the CMDC and the Board to make balanced and informed OC member pay decisions that are aligned with long-term performance against four broad dimensions, which consider short-, medium- and long-term priorities that drive sustained shareholder value, while accounting for risk, controls and conduct objectives:

  Business Results Risk, Controls & Conduct Client / Customer / Stakeholder Teamwork & Leadership

To promote a proper pay-for-performance alignment, the CMDC does not assign relative weightings to these dimensions, and also considers other relevant factors, including market practices.

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

Pay determination and pay mix

EVALUATING MARKET PRACTICES

In order to effectively attract, properly motivate and retain our senior executives, the CMDC periodically reviews market data relating to pay levels, pay mix and pay practices.

In evaluating market data for OC members, the CMDC benchmarks against our primary financial services peer group, which consists of large financial services companies with which the Firm directly competes for both talent and business. The following companies comprise our primary financial services peer group, which remains unchanged from last year:

• American Express

• Bank of America

• Citigroup

• Goldman Sachs

• Morgan Stanley

• Wells Fargo

Given the diversity of the Firm’s businesses, the CMDC may also periodically reference the pay plans and practices of other financial services companies as well as leading large, global firms across multiple industries. The CMDC considers the size, presence, brand and reputation of the companies, and the nature and mix of their businesses in using this data. These companies include, but are not limited to: 3M, AT&T, Barclays, BlackRock, BNY Mellon, Boeing, Capital One Financial, Chevron, Coca-Cola, Comcast, Credit Suisse, CVS Health, Deutsche Bank, ExxonMobil, General Electric, HSBC, IBM, Johnson & Johnson, Merck, Oracle, PepsiCo, Pfizer, Procter & Gamble, UBS, United Technologies, Verizon, Wal-Mart and Walt Disney. Although these reference companies are not part of our primary financial services peer group, we believe that their practices can provide a relevant point of reference for maintaining a competitive talent and compensation program.

DISCIPLINED PROCESS TO DETERMINE PAY

Pay level

In determining total compensation levels for individual OC members, the CMDC evaluates various pay scenarios in light of the following considerations to inform their judgment:

• Performance, based on the four broad assessment dimensions as discussed on pages 54-64, including risk and control

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

• Leadership and the example they set for others by acting with integrity and strengthening the Firm’s culture

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

While market data provides the CMDC with useful information regarding our competitors, the CMDC does not target specific positioning (e.g., 50^th percentile), 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, and the CMDC’s assessment of the value the individual delivers to the Firm.

In its assessment of the Operating Committee’s 2019 performance as a whole, the CMDC took into account that the Firm achieved record financial performance across several measures and continued to execute well on its long-term business strategy, among other factors. Consideration of such strong performance in isolation could have justified significantly increasing the OC members’ 2019 total compensation awards. However, in making their ultimate OC member pay decisions, the CMDC and Board further considered that rationale against other determinants that included a balanced assessment of the strong progress that was made against Firmwide initiatives, reinforcing our culture and values, addressing issues and enhancing controls, as well as the value of each individual OC member’s respective seat, and the competitiveness of their respective pay levels.

Pay mix

Once the CMDC determines OC members’ total incentive compensation, it then establishes the appropriate pay mix between an annual cash incentive and long-term equity, including PSUs and RSUs.

For OC members other than the CEO and Mr. Pinto, consistent with prior years, the CMDC continued to apply the Firm’s standard cash/equity incentive mix formula to each of their 2019 incentive compensation awards. For the CEO, also consistent with prior years, the Board continued to override the standard cash/equity formula to maintain a lower cash allocation of $5 million, so that a larger majority of his incentive compensation would be comprised of shareholder-aligned equity, with 100% of it in the form of performance-conditioned PSUs. PSUs are 100% at-risk and will result in no payout unless a threshold performance level is achieved.

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

For OC members other than the CEO, the CMDC determined that a 50%/50% mix of time-based RSUs and at-risk PSUs would continue to provide an appropriate balance to their equity exposure. Per the Firm’s standard cash/equity incentive mix formula, the majority of these OC members were awarded 60% of their incentive compensation in long-term equity (30% in PSUs and 30% in RSUs), with the remaining 40% paid in cash.

The CMDC believes that this significant weighting of pay mix to equity encourages OC members to focus on the long-term success of the Firm while mitigating excessive risk-taking, and provides a competitive annual cash incentive opportunity. The CMDC has established a different pay mix for Mr. Pinto (including a fixed allowance) due to local E.U. and U.K. regulations for Identified Staff under the Capital Requirements Directive IV. For further details on Mr. Pinto’s pay mix, see Note 1 below.

Summary of pay elements

Our compensation program provides for an appropriate mix between base salary, cash and equity incentives that vest over time. The table below summarizes the elements of compensation for the 2019 performance year.

	% of Variable
Elements	CEO	Other NEOs1	Description	Vesting Period	Subject to Clawback2
Fixed
Salary	N/A	N/A	• Fixed portion of total pay that enables us to attract and retain talent • Only fixed source of cash compensation	• N/A	N/A
Variable
Cash Incentive	~17%	40%	• Provides a competitive annual cash incentive opportunity • Payout determined and awarded in the year following the performance year • Represents less than half of variable compensation	• Immediately vested
RSUs	0%	30%	• RSUs serve as a strong retention tool • Dividend equivalents are paid on RSUs at the time actual dividends are paid • RSUs and PSUs do not carry voting rights, and are subject to protection-based vesting and the OC stock ownership/retention policy • RSUs and PSUs provide a competitive mix of time-based and performance-conditioned equity awards that are aligned with long-term shareholder interests as the value of payout fluctuates with stock price performance • PSUs reinforce accountability by linking objective targets to a formulaically determined payout based on absolute and relative ROTCE • PSU performance goals are the same for the entire award term • PSU payout ranges from 0–150% and is settled in shares • Dividend equivalents accrue on PSUs and are subject to the same vesting, performance and clawback provisions as the underlying PSUs	• Generally over three years: ¡  50% after two years, with the remaining 50% after three years
PSUs	~83%	30%		• Combined period of approximately five years prior to availability: ¡  Award cliff-vests at the end of the three-year performance period ¡   Subject to a two-year hold after vesting

¹ Excludes Mr. Pinto who is located in the U.K. Due to local regulations, Mr. Pinto receives a fixed allowance (which is not subject to clawback), did not receive a cash incentive, and both his RSUs and PSUs are subject to: (i) extended seven-year vesting period (commencing ratably on the third year anniversary of grant); (ii) additional U.K. clawback/recovery provisions; and (iii) a minimum twelve-month hold after each vesting, and are not eligible for payment/accrual of dividend equivalents. In addition, as it relates to Mr. Pinto’s PSUs, the CMDC may use its discretion, as appropriate, to downward adjust payout based on his performance against qualitative criteria and priorities during the performance period, including performance against his local regulatory responsibilities as a U.K. “Senior Manager” under the Senior Managers & Certification Regime. Local regulators review compensation structures for Identified Staff periodically and may require future adjustments. Additional information on the composition of Mr. Pinto’s compensation is on page 65.

²  Additional information on recovery and clawback provisions is provided on page 53.

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

Performance share unit program

FORMULAIC PROCESS TO DETERMINE PAYOUT

As part of the design of the PSU award program, the ultimate number of PSUs paid out at vesting is determined by a pre-established formula determined at the time of the award based on the Firm’s absolute and relative ROTCE performance over the subsequent three years, with the value of the payout ranging from 0% to 150%, subject to risk and control features. Similar to RSUs, the value upon vesting of PSUs is also directly tied to the Firm’s performance through its stock price. The CMDC believes that the PSU design continues to appropriately incentivize strong performance by our OC members, does not encourage excessive risk-taking and is aligned with long-term shareholder interests. Since the PSUs were first introduced in 2015, we have received positive shareholder support for this aspect of our executive compensation program. For the 2019 PSU award granted in January 2020, the CMDC maintained the key features of our PSU design, while making several modifications described below that are designed to further strengthen alignment with the long-term interests of shareholders. Additionally, the Committee calibrated the upper and lower absolute ROTCE thresholds to 18% and 6% respectively, based on the current forecast of the Firm’s future performance.

ENHANCEMENTS TO 2019 PSU AWARDS

In response to shareholder feedback, the CMDC approved several enhancements to the 2019 PSU awards. Specific enhancements included:

• Changing the payout calculation methodology to be based on the Firm’s three-year average ROTCE performance on both an absolute and relative basis. Previously, payout was calculated annually for one-third of the awarded units.

• Increasing the rigor of the relative payout scale to further differentiate payout for outperformance, median performance and underperformance, as summarized below:

^¡  Top quartile relative performance no longer pays out at 150% for all three ranks;

^¡  Target (100%) payout now requires above median performance;

^¡  Below median performance now pays out at a maximum of 80%; and

^¡  Bottom relative performance now pays out at 0%.

The chart below provides a detailed comparison of the relative performance payout levels for 2019 PSUs vs. PSUs awarded in prior years:

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

KEY FEATURES OF OUR 2019 PSU PROGRAM

Apart from the shareholder responsive enhancements described on the prior page, the key features of our 2019 PSUs are substantially unchanged and are summarized below:

Plan Feature	Performance Year 2019 PSU Award Description
Vehicle	• Value of units moves with stock price during performance period; units are settled in shares at vesting.
Time Horizon	• Three-year cliff-vesting, plus an additional two-year holding period (for a combined five-year holding period).
Performance Measure	• The CMDC selected ROTCE, a comprehensive performance metric that measures the Firm’s net income applicable to common equity as a percentage of average tangible common equity. ROTCE is used by the Firm, as well as investors and analysts, in assessing the earnings power of common shareholders’ equity capital and is a useful metric for comparing the profitability of the Firm with that of competitors.
Payout Scale	• Payout under the PSU plan is calculated at the end of the three-year performance period based on absolute and relative average ROTCE1, per the payout scale below. The use of both absolute and relative ROTCE helps promote a reasonable outcome for both shareholders and participants. In addition to making the aforementioned changes to the relative scale, the CMDC set the absolute ROTCE thresholds for the 2019 PSU award as follows: (1) maximum payout at 18% or greater, (vs. 14% in 2015 and 2016, 17% in 2017, and 18% in 2018); and (2) zero payout at less than 6%, no change from prior years.
PSU Performance Companies	• In determining companies to include in the relative ROTCE scale, the CMDC selected competitors with business activities that overlap with at least 30% of the Firm’s revenue mix. These are unchanged from prior years and include Bank of America, Barclays, Capital One Financial, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, UBS and Wells Fargo.
Minimum Risk-based Hurdle	• If the Firm’s common equity Tier 1 (“CET1”) capital ratio2 is less than 7.5% at any year-end, then up to one-third of unvested PSUs will be subject to downward adjustment by the CMDC for each such year. The CET1 feature was first introduced with the 2017 PSU award.
Narrow Adjustment Provision	• The CMDC may make adjustments (up or down) to maintain the intended economics of the award in light of changed circumstances (e.g., change in accounting rules/policies or changes in capital structure). The CMDC may also make additional downward adjustments in relation to Mr. Pinto’s PSUs (refer to Note 1 on page 47).

PERFORMANCE SHARE UNITS — 5-YEAR TIME HORIZON

¹ Average ROTCE is calculated over the three-year performance period using unadjusted reported data as set forth in public financial disclosures.

 ² The CET1 ratio is a key regulatory capital measure; refer to Additional notes, Note 2, on page 115, for additional information on this measure.

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

DETERMINING ABSOLUTE AND RELATIVE PSU PERFORMANCE GOALS

• Each year the CMDC sets the absolute ROTCE goal and minimum threshold for that year’s PSU award by reviewing the Firm’s historical performance and a reasonable range of possible net income and capital outcomes over the next three years. For the 2019 PSU award granted in January 2020, these outcomes were considered in the context of (among other things) the expected impacts of: regulatory capital requirements; annual stress tests; interest rates; and the U.S. and global economic environment, all of which affect the range of ROTCE outcomes in the medium-term.

• Consistent with the Firm’s pay-for-performance philosophy, in setting the relative ROTCE performance goals for the 2019 PSU award, the CMDC determined that payout above target should be limited to instances in which the Firm outperforms the majority of its competitors on a relative basis, with below target payout occurring in instances of underperformance. Achievement of median relative performance results in below-target payout. Outstanding relative performance, which results in a payout of 150%, is limited to achieving a top ranking.

PSUS AWARDED FOR PERFORMANCE YEARS 2016, 2017 AND 2018

• The Firm reported ROTCE of 12%, 17%, and 19% in 2017, 2018, and 2019 respectively, resulting in first quartile relative performance and an expected payout of 150% for each tranche of the 2016, 2017, and 2018 PSU awards referencing those years. In assessing the Firm’s 2017 and 2018 ROTCE performance against the absolute goal established in the 2016 PSU award, the CMDC reviewed information related to the estimated impact of the enactment of the Tax Cuts and Jobs Act on the Firm’s performance and determined that no adjustment was required to the ultimate payout of that award in order to maintain its intended economics. On March 25, 2020, the 2016 PSU award vested at 150%.

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

Rigorous ownership & accountability support our compensation philosophy

STOCK OWNERSHIP GUIDELINE AND RETENTION REQUIREMENTS

The CMDC believes it is important to align the interests of the OC members with those of our shareholders. To meet this objective, OC members are subject to a stock ownership guideline and retention policy.

While on the Operating Committee, each member is required to accumulate either:

• A minimum of between 200,000 and 400,000 shares (1 million shares for the CEO); or

• A minimum fixed dollar value of shares of between $10 million and $30 million ($75 million for the CEO).

Shares credited for purposes of satisfying the above ownership levels include shares owned outright, as well as 50% of unvested RSUs and PSUs, but do not include stock appreciation rights or stock options.

The stock ownership guideline must be met within six years of the later of the effective date of the policy or appointment to the Operating Committee. If the stock ownership guidelines are subsequently increased, the higher ownership guideline must be satisfied within six years of such revision, unless otherwise determined by the CEO and CMDC.

Prior to reaching their designated share ownership guideline, OC members are required to retain 75% of all net shares received from equity awards. Once they have met their ownership guideline, the policy requires OC members to continue retaining 50% of all net shares received from awards (75% for the CEO) as summarized below:

Retention Requirement
Before Guideline Met	After Guideline Met
75% of net shares until stock ownership guideline is met	50% of net shares for the duration of their service on the Operating Committee (75% for the CEO)

Because OC members are required to continue accumulating shares even after having met their share ownership guideline, the resulting increase of share ownership over time further strengthens their interests with those of our shareholders.

ANTI-HEDGING/ANTI-PLEDGING PROVISIONS

All employees are prohibited from hedging or pledging unvested RSUs and PSUs, and unexercised stock appreciation rights or stock options. In addition:

• Hedging any shares owned outright or through deferred compensation by an OC member is prohibited

• Shares held directly by an OC or Board member may not be held in margin accounts or otherwise pledged

For information on the hedging/pledging restrictions applicable to our directors, please see “Director compensation” on pages 32 and 33.

INTEGRATING RISK WITH COMPENSATION

The CMDC holds an annual joint session with the Risk Committee to review Firmwide HR and compensation practices, including:

• How we integrate risk, controls and conduct considerations into key HR practices including performance development, compensation, promotion and succession planning

• Compensation features and elements designed to discourage imprudent risk-taking (e.g., multi-year vesting, clawbacks, prohibition on hedging, etc.)

• Annual incentive pool processes for LOBs and functions

• Regulatory updates which have impacted or may impact HR practices in the future

The committees are also provided with information on our performance development process, a summary of risk, controls and conduct feedback, and updates regarding HR Control Forum issues.

STRONG ACCOUNTABILITY AND RECOVERY PROVISIONS

Our executive compensation program is designed to hold executives accountable, when appropriate, for meaningful actions or issues that negatively impact business performance or the Firm’s reputation in current or future years.

Issues that may warrant 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 Designated Employees resign or their employment is terminated by the Firm. Under the Firm’s process to govern these determinations:

• We have established a process for reviewing compensation or other employee actions following a determination that the cause and materiality of a risk-related loss, issue or other set of facts and circumstances warrants such a review of accountability

• The CMDC is responsible for determinations involving OC 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 or his or her designee, usually through the HR Control Forum process described on page 52.

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

We maintain review processes to evaluate risk, controls and conduct issues and to identify individuals who may be subject to remedial actions such as impacts to compensation and/or termination.

RISK, CONTROLS & CONDUCT REVIEW PROCESS

HOLDING INDIVIDUALS ACCOUNTABLE

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

I. Reduce or altogether eliminate annual incentive compensation;

II. Cancel unvested awards (in full or in part);

III. Clawback/Recover previously paid compensation (cash and/or equity)

Summary of Cancellation & Clawbacks

Trigger	Vested	Unvested
Restatement	✓	✓
Misconduct	✓	✓
Risk-related	✓	✓
Protection-based		✓

IV. Demotion, negative performance rating or other appropriate employment actions;

V. Termination of employment

The precise actions we take with respect to accountable individuals are based on the relevant circumstances, including the nature of their involvement, the magnitude of the event and the impact on the Firm

Clawback Disclosure Policy

During 2019, we did not take any actions to recover or clawback any incentive compensation from the OC members or the Firmwide Controller

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

CLAWBACK/RECOVERY PROVISIONS

We maintain clawback/recovery 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. While incentive awards are intended and expected to vest according to their terms, the Firm’s strong recovery provisions permit recovery of incentive compensation awards in appropriate circumstances.

The following table provides details on the clawback provisions that apply to our OC members and the Firmwide Controller.

EQUITY CLAWBACK REVIEW PROVISIONS ¹

			Award Type
Category	Trigger	Vested		Unvested
Restatement	• In the event of a material restatement of the Firm’s financial results for the relevant period
	• This provision also applies to cash incentives
Misconduct	• If the employee engaged in conduct detrimental to the Firm that causes material financial or reputational harm to the Firm, or engaged in knowing and willful misconduct related to employment
	• If the award was based on material misrepresentation by the employee
	• If the employee is terminated for cause
Risk-related and Other	• If the employee improperly or with gross negligence failed to identify, raise or assess, in a timely manner and as reasonably expected, issues and/or concerns with respect to risks material to the Firm
	• If the award was based on materially inaccurate performance metrics, whether or not the employee was responsible for the inaccuracy
Protection-Based Vesting2	• If performance in relation to the priorities for their position, or the Firm’s performance in relation to the priorities for which they share responsibility as a member of the Operating Committee, has been unsatisfactory for a sustained period of time
	• If awards granted to participants in a LOB for which the Operating Committee member exercised responsibility were in whole or in part cancelled because the LOB did not meet its annual LOB financial threshold
	• If, for any one calendar year during the vesting period, pre-tax pre-provision income is negative, as reported by the Firm
	• If, for the three calendar years preceding the third year vesting date, the Firm does not meet a 15% cumulative ROTCE

¹ In accordance with U.K. regulations, the Firm has a local Malus and Clawback Policy which, for relevant Identified Staff, enables the Firm to cancel and/or recover incentive compensation for a minimum period of seven years following the date of the award in certain circumstances. The policy was updated for the 2017 performance year to reflect new guidelines from the European Banking Authority. Incentive compensation awards made to relevant Identified Staff on or after January 1, 2015, including Mr. Pinto’s incentive compensation awards, are subject to this Malus and Clawback Policy in addition to the recovery provisions in the table above.

² Provisions apply to PSUs and to RSUs granted after 2011 to the Operating Committee and may result in cancellation of up to a total of 50% of the award.

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How we performed against our business strategy   We continued to deliver strong multi-year financial performance, invest in our future, strengthen our risk and control environment, and reinforce our culture and values, including our long-standing commitment to serve our customers, employees and communities, and conduct business in a responsible way to drive inclusive growth.

In assessing the Firm’s performance in 2019, the CMDC considered the following factors in the context of the Firm’s Business Principles and strategic framework:

  Business Results Risk, Controls & Conduct Client / Customer / Stakeholder Teamwork & Leadership

Business results

2019 KEY HIGHLIGHTS

In 2019, the Firm reported record net income of $36.4 billion, or $10.72 per share, with ROE of 15% and ROTCE¹ of 19%, and returned capital to shareholders of $34.0 billion (including common dividends and net share repurchases). We gained market share in many of our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores, and maintained a fortress balance sheet.

JPMORGAN CHASE & CO.
$36.4B RECORD NET INCOME	$10.72 RECORD EPS	15% ROE	19% ROTCE1	$75.98  BVPS	$60.98  TBVPS1	$34.0B NET CAPITAL DISTRIBUTIONS2

CONSUMER & COMMUNITY BANKING		CORPORATE & INVESTMENT BANK		COMMERCIAL BANKING		ASSET & WEALTH MANAGEMENT
$16.6B NET INCOME	31% ROE	$11.9B NET INCOME	14% ROE	$3.9B NET INCOME	17% ROE	$2.8B NET INCOME	26% ROE
•  Record net income on revenue3 of $55.9B •  Average deposits of $693.6B (up 3%); average loans of $464.3B (down 3%) •  #1 in U.S. card sales volume and #1 in credit card outstandings •  Continued credit outperformance with Consumer Lending 30+ day delinquency rates well below industry benchmarks		•  Record net income on record revenue3 of $38.3B •  #1 in global Markets revenue; #1 in global IB fees for 11 consecutive years •  #2 custodian globally with $27T in assets under custody, up 16% •  #1 in USD Payments volume		•  Revenue3 of $9.0B •  Record gross IB revenue of $2.7B (up 10%), including record years for both MMBSI and CCBSI •  Record Middle Market expansion market revenue of $723M (up 12%) •  Strong credit performance with a net charge-off ratio of 0.08%		•  Record revenue3 of $14.3B; pre-tax margin of 26% •  Assets under management of $2.4T and client assets of $3.2T, up 19% and 18% respectively •  88% of 10-year long-term mutual fund AUM performing above peer median •  Average deposits of $140B (up 2%); record average loans of $150B (up 8%)

EXCEPTIONAL CLIENT FRANCHISES FORTRESS BALANCE SHEET & PRINCIPLES LONG-TERM SHAREHOLDER VALUE

¹  ROTCE and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 114 for a further discussion of these measures.

²  Refer to Note 2 on page 40.

³  The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 115 for a definition of managed basis.

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LONG-TERM FINANCIAL PERFORMANCE

We have generated strong financial results over time, more than doubling net income over the past 10 years while adding substantial capital. Over this period we increased average common equity by over 40% to $233 billion and average TCE¹ by over 65% to $187 billion to support growth in the businesses and maintain a fortress balance sheet. With our net income growth outpacing capital growth, we have maintained strong ROE and ROTCE¹ over time, including peer-leading results in 2019.

We have also delivered sustained growth in EPS, BVPS, and TBVPS¹ over the past 10 years, reflecting compound annual growth rates of 12%, 7% and 8%, respectively over the period.

¹ Average TCE, ROTCE, and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 114 for a further discussion of these measures.

² Excluding the impact of the enactment of the TCJA of $(2.4) billion and a legal benefit of $406 million (after-tax) in 2017, adjusted net income would have been $26.5 billion, adjusted ROTCE would have been 13% and adjusted EPS would have been $6.87. Adjusted net income, adjusted ROTCE and adjusted EPS are each non-GAAP financial measures; refer to Notes on non-GAAP financial measures, Note 2, on page 114 for a further discussion of these measures.

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TOTAL SHAREHOLDER RETURN

TSR¹ was 47% in 2019, following a TSR of (7)% in 2018 and 27% in 2017, for a combined three-year TSR of 74%. The graph below shows our TSR expressed as the cumulative return to shareholders over the past decade. As illustrated, a $100 investment in JPMorgan Chase common stock on December 31, 2009 would be valued at $426 as of December 31, 2019, which significantly outperformed the financial services industry over the period, as measured by the S&P Financials Index and the KBW Bank Index.

¹  TSR shows the actual return of the stock price, with dividends reinvested.

Risk, controls & conduct

We believe a strong control environment is fundamental to the success of our Firm. We continue to invest in strengthening our controls and infrastructure as part of our commitment to operate an effective and efficient risk, controls and conduct environment. The LOBs, Risk Management and Compliance, Finance, Legal, and Internal Audit continue to focus on identifying our risks and enhancing our control environment. We are also continuing to work on becoming more effective and efficient in addressing risks and controls while improving the client and customer experience.

CYBERSECURITY

The Firm devotes significant resources to protecting and continuing to improve the security of our computer systems, software, networks and other technology assets. We continue to make significant investments in enhancing our cyberdefense capabilities and to strengthen our partnerships with the appropriate government and law enforcement agencies and other businesses in order to

understand the full spectrum of cybersecurity risks in the operating environment, enhance defenses and improve resiliency against cybersecurity threats.

Globally, thousands of employees focus on cybersecurity — working across the Firm and with many partners to maintain our defenses and enhance our resiliency to threats. Three global security operations centers monitor our systems 24 hours a day, seven days a week.

The Firm’s Security Awareness Program includes training that reinforces the Firm’s Information Technology Risk and Security Management policies, standards and practices, as well as the expectation that employees comply with these policies. The Security Awareness Program engages personnel through training on how to identify potential cybersecurity risks and protect the Firm’s resources and information. This training is mandatory for all employees globally on a periodic basis, and it is supplemented by Firmwide testing initiatives, including periodic phishing tests. Finally, the Firm’s Global Privacy Program requires all employees to take periodic

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awareness training on data privacy. This privacy-focused training includes information about confidentiality and security, as well as responding to unauthorized access to or use of information.

The Audit Committee of the Board of Directors is updated periodically on the Firm’s Information Security Program and any recommended changes, cybersecurity policies and practices, ongoing efforts to improve security, as well as on our efforts regarding significant cybersecurity events.

CONTINUED FOCUS ON CULTURE AND CONDUCT RISK MANAGEMENT

We continue to reinforce our culture and remain focused on managing employee conduct end-to-end. Our “How We Do Business” principles are embedded throughout the employee lifecycle, starting with the onboarding process and extending to training, compensation, promoting and rewarding employees; and our performance development and compensation processes are designed to hold employees accountable for their conduct, where appropriate.

We strive to clearly and frequently communicate our expectations that all employee conduct must adhere to the highest ethical standards encompassed by our Business Principles; including through town hall meetings and senior leadership messages and by including culture and conduct related themes in our employee surveys.

In 2019, we created a global Employee Engagement, Culture and Conduct organization within HR, focused on strategic efforts to deliver a positive employee experience and develop best-in-class people practices that reinforce our culture.

The Firm endeavors to promote a culture of respect that allows every employee to feel safe and empowered at work. To that end, the Firm has in place employee training and protocols for preventing, reporting and addressing sexual, discriminatory or other misconduct and prohibits retaliation against an individual because the person reported a concern or assisted with any inquiry or investigation.

We remain focused on our anti-harassment and culture of respect efforts across the company. Building on the enhancements made in 2018, we have taken a deeper approach to reinforce our culture by increasing awareness and education through engagement, communication and training while adhering to policy and regulatory requirements. Our periodic Code of Conduct and Culture of Respect trainings were refreshed and assigned as mandatory training to all employees.

Our Business Conduct training, which is complementary to the Code of Conduct training, was launched for approximately 119,000 in-scope employees and is intended

to educate employees, provide a forum to discuss a wide range of real-life, conduct-related questions, and instill best practices for staying true to our Business Principles in all of our dealings.

Management teams are expected to drive culture activities and initiatives that are consistent with our Business Principles and to escalate issues when appropriate.

The actual or potential misconduct of individuals who may be involved in material risk and control issues is escalated through the HR Control Forum process. In 2019, we implemented several enhancements to this process, including issuing comprehensive written procedures that provide more consistent guidance on the types of issues that should be escalated to the HR Control Forums, as well as clarifying roles and responsibilities, and accountability for escalation and decision-making. The HR Control Forum process is discussed in further detail on page 52.

Client/customer/stakeholder

Our performance reflects our ongoing commitment to invest in our employees and businesses, further strengthen the market leadership of our franchises, generate long-term value for our shareholders, and help strengthen the broader economy.

Our future success rests on our commitment to deliver value to our customers in meeting or exceeding expectations; deal fairly and ethically with our suppliers as good partners to help us meet our missions; support the communities in which we work, and protect the environment by embracing sustainable practices across our businesses.

ENHANCING OUR CUSTOMER AND CLIENT EXPERIENCE

The customer is at the center of everything we do. We strive to deliver value by offering our customers and clients choice through a full set of products and services, security by protecting their data and transactions, ease of doing business in a fast and simple way, and personalization through tailored customer solutions and integrated experiences. Our LOBs are able to leverage the unique scale advantage of our Firm in order to benefit our customers and clients, as illustrated in the examples below.

Consumer & Community Banking (“CCB”)

• Built digital solutions to drive customer engagement, such as: My Chase Loan to use existing credit lines to finance purchases customers otherwise would not be able to put on their cards; Autosave; and additional features in Chase MyHome, including a service and advice platform

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

• Expanded our branch footprint in areas of strategic opportunity, opening over 70 new branches in 16 new markets in 2019, placing points of convenience where our customers live, work and shop

• Introduced new products and pricing in Credit Card, including branded and co-branded product launches, targeted rate promotion offers and credit line increases, to continue to meet customers’ borrowing needs

• Extended “already approved” offers to approximately 10 million eligible customers, based on their full Chase relationship

Corporate & Investment Bank (“CIB”)

• Created the Wholesale Payments business unit, which combines Treasury Services and Merchant Services to deliver a comprehensive offering to clients

• Acquired InstaMed, which broadens the Firm’s capabilities in healthcare payments

• Received regulatory approval that allows J.P. Morgan’s majority-owned securities company in China to commence operations

• Continued to expand and enhance the end-to-end digital offering for our clients

• Maintained high client satisfaction levels while growing the franchise

• Continued to execute on our Brexit strategy to be ready for a minimally disruptive outcome

Commercial Banking (“CB”)

• Continued to develop new treasury services solutions and functionality for clients across all sizes and segments

• Established teams in ten new international geographies to provide differentiated capabilities to multinational companies for their cross-border needs

• Enhanced digital platforms across the CB; completed the full transition from a legacy platform to our Chase Connect platform with more than 9,000 active Chase Connect clients

• Improved end-to-end processes to drive efficiency; reduced U.S. account opening time by approximately 25%

Asset & Wealth Management (“AWM”)

• Launched the Singapore Trust Company, which expands our international Trusts & Estates footprint in Asia for the first time

• Constant innovation of the You Invest platform, which included launching You Invest Portfolios and introducing options trading

• Continued to refine our client solutions product offering by launching new, innovative strategies and by rationalizing strategies with lower traction

• Focused on technology investments to enable better client and employee experience with 50% of total spend on growth initiatives

INVESTING IN OUR COMMUNITIES

We endeavor to promote inclusive economic growth and opportunity in communities where we operate. We also work to advance environmental sustainability within our business activities and facilities.

Highlights of our work include:

• Driving inclusive growth – The Firm continues to make progress toward its commitment to invest $1.75 billion by 2023 focused on breaking down barriers to opportunity and creating an economy that works for more people. Our efforts focus on four pillars of opportunity: jobs and skills, small business expansion, neighborhood revitalization and financial health. We are combining our business and policy expertise, sustainable business practices, data, capital and global presence to advance solutions that create economic opportunity for our customers, employees and the communities we serve. In 2019, we launched the JPMorgan Chase PolicyCenter, which aims to develop and advance sustainable, evidence-based policy solutions to drive inclusive growth in the U.S. and around the world. The first focus area for the PolicyCenter is advocating for federal and state policy changes to remove barriers to employment for people with criminal backgrounds. Also in 2019, we bolstered our strategy and renewed our commitment to prepare people for the future of work. We are investing $350 million over the next five years to develop, test and scale innovative efforts that prepare individuals with the skills they need to be successful in a rapidly changing economy.

• Advancing clean finance – One of the key ways we help our clients achieve their sustainability efforts is through our financing activities. In 2017, the Firm set a target to facilitate $200 billion in clean financing by 2025, and we expect to reach this goal ahead of schedule. In 2019 alone, we facilitated nearly $50 billion in clean financing. In 2020, we are expanding our financing commitment to include other efforts that address climate change and further promote sustainable development.

• Improving operational sustainability - In addition to offsetting 100% of carbon emissions from employee air travel each year, we are on track to meet our goal to source renewable energy for 100% of our global power needs across our buildings, branches, and data centers

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

by the end of 2020 - and to do so in a way that maximizes the impact through efforts that bring more renewable energy online.

• Supporting environmental, social and governance disclosure – We have served as a member of the Task Force for Climate-related Financial Disclosures since it was established, and in 2019 we published a voluntary report about how we are addressing climate-related risks and opportunities. In 2020, we plan to complement our annual Environmental, Social and Governance (“ESG”) Report with an index that aligns to the Sustainability Accounting Standards Board (“SASB”).

• Supporting military veterans - Since establishing the Office of Military and Veterans Affairs in 2011, our Firm has hired more than 15,000 U.S. military veterans across all lines of business and donated over 1,000 mortgage-free homes to veterans through our Military Home Awards program.

• Providing skills and expertise - In 2019, nearly 73,000 of our employees volunteered more than 467,000 hours of their time. Through the JPMorgan Chase Service Corps, a program that leverages the energy and skills of top talent to assist nonprofit partners, 325 employee volunteers from offices in 14 countries have contributed nearly 20,000 hours to help 69 nonprofit organizations address critical needs.

Reporting on our efforts

Each spring we publish a dedicated ESG Report, which summarizes our efforts and performance on ESG matters that we and our stakeholders view as among the most important to our business. This report and other resources, including our Corporate Responsibility Report, are available on our website at jpmorganchase.com/esg.

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Teamwork & leadership

Our employees’ effectiveness, career development and ability to adapt to a changing landscape enables continued delivery of sustained shareholder value. In order to attract and retain the highest quality talent, we develop key talent and succession plans, invest in Firmwide diversity and inclusion initiatives, and provide well-paid jobs with strong benefits and wellness programs.

SUCCESSION PLANNING

Succession planning is a top priority for the Board and the Firm’s senior leadership, with the objective of having a pipeline of diverse leaders for today and the future. To achieve this objective, the Board and management take a proactive approach. We have established a disciplined talent management and succession planning process at the senior level, including each OC member holding a talent review discussion with their management teams, and identifying successors to their direct reports.

The CMDC reviews the succession plan for the CEO followed by discussion with the non-executive directors of the Board led by the Lead Independent Director. The CMDC also reviews the succession plan for members of the Operating Committee other than the CEO, which is then discussed by the Board of Directors. These processes enable the Board to address both long-term planned occurrences, such as retirement or change in roles, as well as short-term unexpected events. Similar processes, led by the relevant management team, occur within each LOB and function.

We have continued to enhance our talent data and reporting capabilities to drive manager engagement and accountability in processes such as identifying mobility opportunities and monitoring the promotion pipeline for Managing Directors and Executive Directors.

DIVERSITY AND INCLUSION

Diversity and inclusion are of strategic importance to the Firm. We are committed to a culture of respect and believe that all individuals should have the opportunity to succeed. We believe a diverse and inclusive environment fosters innovation, creativity and productivity, which is critical to our success. We are committed to hiring and retaining employees from all races, ethnicities, genders, sexual orientations, abilities, backgrounds, experiences and locations.

We are focused on being an employer of choice for all talent, where employees can feel like they belong. As a firm, we strive to embed diversity, inclusion and accessibility into the way we do business every day. While we are proud of the industry recognition our Firm and leaders have received, we continue to be deliberate about our investment in women, the Black community, those with disabilities, our veterans, the LGBT+ community, the Asian community and the Hispanic community.

We continue to invest significant time and effort toward executing diversity and inclusion best practices Firmwide. Our Business Resource Groups (“BRGs”) are groups of employees who volunteer to advance our Firm’s position in the global marketplace and diversity and inclusion strategies by leveraging the unique perspectives of their members. Our 10 BRGs are an essential part of the foundation that helps create an inclusive environment, with approximately 43% of our employees being a member of at least one BRG. Overall, our BRGs focus on providing support for various communities:

• Access Ability (employees with disabilities)

• Adelante (Hispanic/Latino)

• AsPIRE (Asian/Pacific Islander)

• BOLD (Black)

• NextGen (early career professionals)

• Pride (LGBT+)

• Sage (administrative professionals)

• VETS (military, veterans, and their families)

• Women on the Move Interactive Network

• Working Families Network

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

In addition to our BRGs, we have developed other strategies as well as created senior level forums to promote diversity and inclusion:

WOMEN ON     THE MOVE     (“WOTM”)	• Our WOTM is a global, Firmwide effort designed to support women in their personal and professional lives • We continue to focus on our three strategic pillars: expand women-run businesses, improve women’s financial health, and empower women’s career growth • In 2019, we extended approximately $4 billion in credit to women-owned small businesses, more than a third of the way toward our goal of providing $10 billion in credit to female small business owners by the end of 2021 • We announced a goal to sign up 1 million women for Autosave, and we have already enrolled over 500,000 women • We launched a national sponsorship with Girls Inc. to educate 20,000 girls in the U.S. by providing programs that focus on lifelong skills to sustain financial health • We hosted our annual Women on the Move Leadership Day in 2019 with over 2,000 in-person attendees and over 20,000 watching remotely
ADVANCING     BLACK     LEADERS     (“ABL”) &     ADVANCING     BLACK     PATHWAYS     (“ABP”)	• Our ABL is a Firmwide commitment to increasing representation of Black talent across the Firm • We marked the best year on record of Black Managing Director promotions in 2019 • We expanded our strategy to include the EMEA region and as a result, Black Managing Director headcount in the region more than doubled from 2018 to 2019 • ABP was launched in 2019 as part of our Firm’s commitment to develop and hire Black talent, invest in Black businesses and households, and to improve the financial health of Black communities around the world • ABP complements our other diversity and inclusion and corporate responsibility initiatives with a focus on three key areas: wealth, education and careers; the program contributed to a strong improvement to the Firm’s consumer sentiment score, which increased by 41% following the program’s launch • Key ABP accomplishments include: ¡ Engaged with more than 16,000 Black women in financial health education through our Currency Conversations partnership with Essence Communications ¡ Delivered mandatory financial health education to over 4,000 students, including more than 1,500 summer interns ¡ Launched the ABP Apprentice Program for 50 rising college sophomores and juniors to provide exposure and skills that lead to internships and entry-level roles after graduation ¡ Hired over 1,000 Black students to support the target of 4,000 hires by 2024; achieving 25% of the five-year target in the first year ¡ Supported the creation of the Firm’s new Financial Advisor training program for employees; 20% of whom are Black • The Black Executive Forum (“BEF”), a consortium of Managing Directors of Black heritage across all lines of businesses and functions, supports the ABL diversity strategy and ABP initiative and regularly engages with the BOLD BRG to serve as a senior collective voice for the Black community
OFFICE OF     DISABILITY     INCLUSION     (“ODI”)	• Our ODI drives consistent accessibility processes and standards across the Firm so employees can receive the reasonable accommodations they need to perform their jobs • Our centralized process - MyAccessibility Hub - handled increasingly more employee requests for reasonable accommodations in the U.S. and the Philippines in 2019, with expansion to other countries starting in 2020 • We provided managers and team leaders with resources to recruit, hire and advance people with disabilities • We hired over 1,000 people with disabilities globally in 2019
MILITARY     AND     VETERANS     AFFAIRS     PROGRAMS	• Our Office of Military & Veterans Affairs drives Firmwide initiatives to position veterans, service members and their families for long-term, post-military success • We have hired more than 15,000 U.S. veterans since 2011, and over 1,200 in 2019 with 65% from self-identified diverse backgrounds • We expanded our efforts to empower the military community with access to employment and entrepreneurship opportunities with a continued focus on influencing the private sector on the business value of veteran talent and on driving modern workforce readiness for transitioning service members

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

LGBT+     EXECUTIVE     FORUM &     COMMUNITY	• Our LGBT+ Executive Forum is a group of Out LGBT+ Managing Directors and Executive Directors across 13 countries to drive increased engagement and visibility of our LGBT+ senior leaders and advance important topics of our LGBT+ community • Our employees who have self-identified as LGBT+ increased by more than 46% over the last year • Our global PRIDE BRG has nearly 24,000 employees (9% of all employees globally) and grew by approximately 35% over the last year • In 2019, we signed public statements in support of marriage equality in Japan and Hong Kong, signed onto a pledge in Singapore that HIV status alone is not grounds for a person’s dismissal from employment, signed onto a United States Supreme Court amicus brief in support of LGBT+ workers seeking to be protected from discrimination under existing federal civil rights laws, and signed a charter in Warsaw, Poland, to reaffirm our commitment to LGBT+ equality and acceptance • We have taken strides to improve LGBT+ family planning benefits and medical benefits for transgender employees (including gender reassignment surgery coverage in India), rolled out same-sex partner benefits, and formed a global transgender working group with employee representatives from the U.S., United Kingdom and the Philippines • We are also engaged with external LGBT+ organizations, evidenced by our financial support of 22 LGBT+ focused not-for-profit organizations across 5 countries, with a number of these relationships dating back two decades
ASIAN     EXECUTIVE     FORUM     (“AEF”) &     COMMUNITY	• Our AEF is a consortium of Managing Directors of Asian heritage across all lines of business and functions to represent the Firm’s strong commitment to the promotion and advancement of Asian Americans and Pacific Islanders • We launched an ‘Adopt-a-Chapter’ initiative to understand and address any issues to ensure the AsPIRE BRG leadership teams are set up for growth and stability and increased Managing Director membership and participation in the AsPIRE BRG • We provide support to newly promoted or hired Asian Managing Directors by establishing an immediate sense of community and providing a solid network of professionally diverse peers • We mentor and develop rising Asian talent through professional skills development, career guidance and leadership development programs
HISPANIC     EXECUTIVE     FORUM     (“HEF”) &     COMMUNITY	• Our HEF is a group of Managing Directors of Hispanic and Latino heritage across all lines of businesses and functions, and serves as a senior collective voice for the community and regularly engages with the Adelante BRG and other Hispanic leadership forums across the Firm • Our HEF engagement has led to an increase in Managing Director membership and participation in the Adelante BRG as well as enhanced partnerships with other Hispanic and Latino organizations • We reach out to newly promoted or hired Hispanic and Latino Managing Directors to enhance their experience in their new roles, establish an immediate sense of community and provide a solid network of professionally diverse peers • We have high participation of HEF representatives who volunteer in the Firm’s Hispanic recruiting programs as well as mentor Hispanic summer interns

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External recognition

We are proud of the external recognition we received in 2019, some of which is listed below:

• Aequales: Best Financial Institution with Gender Equality initiatives

• Black Enterprise Magazine: 50 Best Companies for Diversity

• CAREERS & the disABLED: Top 50 Employer (ranked #2)

• Community Business on LGBT+ (Asia Pacific): Gold Standard status on Inclusion Index

• Dave Thomas Foundation for Adoption: 100 Best Adoption Friendly Workplace

• Disability Equality Index: A Best Place to work for Disability Inclusion

• Fortune Magazine: Change the World; World’s Most Admired Companies

• Human Rights Campaign: Perfect score on Corporate Equality Index (for 17^th year)

• Latina Style 50: Top 50 Best Companies for Latinas to Work for in the U.S. (ranked #2)

• Military Times: Best for Vets

• National Business Inclusion Consortium/National LGBT Chamber of Commerce: Best of the Best

• Springboard Consulting (European Conference): Disability Matters Award

• United Negro College: Keepers of the Flame Legacy Award

• Women’s Business Enterprise National Council: America’s Top Corporations for Women’s Business Enterprises

• Working Mother Media: Best Company for Multicultural Women

• Year Up: Dedicated Partner Award

EMPLOYEE GROWTH

We are dedicated to a culture that enables leaders and their teams to grow and succeed throughout their careers while encouraging them to uphold a standard of excellence. To do so, we make substantial investments in tools and training programs to help employees build their knowledge, skills and experience, and to guide their career advancement.

LEADERSHIP     DEVELOPMENT

• Our global leadership development program, Leadership Edge, enables leaders at all levels to grow and succeed through their careers. Leaders are expected to set clear expectations and standards for their teams and further embed our Business Principles • Most of our current managers have attended at least one Leadership Edge program since its inception in May 2015 • We achieved global attendance of nearly 22,000 across Leadership Edge programs in 2019 • Over 4,000 managers attended our 24-hour global leadership event (LEAD24) in 2019, which focused on the importance of fighting bureaucracy

EMPLOYEE     LEARNING

• Our learning agenda is designed to enable our employees to succeed in their careers while navigating the digital transformation occurring in our economy • Over 9.9 million hours of training were delivered in 2019 across our global organization • We provide a culture of continuous learning by training our employees on emerging topics such as Agile, Robotic Process Automation and Machine Learning in an effort to further accelerate digital fluency and enhance how we serve customers

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EMPLOYEE BENEFITS & WELLNESS

We are committed to providing compensation and benefits programs and policies that support the needs and lifestyles of our employees and their families. Our benefits and wellness strategy is based on three key components: Health (physical well-being), Balance (emotional well-being and social connectedness) and Finances (financial well-being).

We offer a comprehensive benefits and wellness package to our employees and their families, including healthcare coverage, retirement benefits, life and disability insurance, on-site health and wellness centers, employee assistance programs, competitive vacation and leave policies, backup child care arrangements, tuition reimbursement programs and more.

HEALTH	• Our U.S. medical plan covers over 293,000 individuals, including 137,000 employees, 105,000 children and 51,000 spouses • We have an integrated wellness program with a focus on biometric wellness screenings, with approximately 550 onsite events across the U.S. and 87% employee engagement • We introduced a Simplified Medical Plan and Simplified Wellness Program for 2020 to employees living in select locations in the U.S. The plan was developed with goals of being simpler and easier to understand, displaying and resulting in predictable prices, simplifying and personalizing wellness incentives, and incentivizing for high-value care, such as primary care and mental health care • We introduced a pilot to provide direct access to convenient primary care to employees in a select location in the U.S.
BALANCE	• We increased the amount of paid leave provided to non-primary parental caregivers following the birth or adoption placement of a child, to a minimum of six weeks, up from two weeks (primary parental caregivers receive 16 weeks) • We expanded fertility benefits in the U.S. to individuals without a medical diagnosis of infertility, in recognition of the diversity of our workforce and our commitment to helping our employees build families in a variety of ways • We continued to focus on mental health by expanding the “This is Me - A Dialogue on Mental Health” campaign, which features employees sharing their experiences on how they are dealing with and overcoming mental health issues
FINANCES	• Our minimum wage for U.S.-based overtime-eligible employees ranges from $15 to $18 per hour depending on the local cost of living • We provide comprehensive retirement benefits in the U.S., including a competitive 5% dollar-for-dollar 401(k) match plus additional non-matching retirement contributions of 3% - 5% of pay • We made a $750 special award to employees earning less than $60,000 through 401(k) contributions in the U.S. and cash awards outside of the U.S. • We expanded National Savings Week to National Savings Month, and from a U.S.-based campaign to a global campaign

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

How performance determined pay in 2019   CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 83% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk PSUs. Other NEO pay is also strongly aligned to Firm and LOB performance, with a majority of their variable pay deferred into equity, of which 50% is in at-risk PSUs.

The table below sets forth salary and incentive compensation awarded to our NEOs for 2019 performance. The pages that follow summarize the performance of individual NEOs that drove the CMDC’s 2019 pay decisions.

NEO compensation table

			Annual Compensation (For Performance Year)
Name and principal position					Incentive Compensation
	Year		Salary		Cash		RSUs		PSUs1		Total
James Dimon Chairman and Chief Executive Officer		2019	$	1,500,000	$	5,000,000	$	-	$	25,000,000	$	31,500,000
		2018		1,500,000		5,000,000		-		24,500,000		31,000,000
		2017		1,500,000		5,000,000		-		23,000,000		29,500,000
Daniel Pinto2 Co-President and Co-Chief Operating Officer; Chief Executive Officer Corporate & Investment Bank		2019		8,239,222		-		7,130,389		7,130,389		22,500,000
		2018		8,276,026		-		6,861,987		6,861,987		22,000,000
		2017		8,238,628		-		6,380,686		6,380,686		21,000,000
Gordon Smith Co-President and Co-Chief Operating Officer; Chief Executive Officer Consumer & Community Banking		2019		750,000		8,700,000		6,525,000		6,525,000		22,500,000
		2018		750,000		8,500,000		6,375,000		6,375,000		22,000,000
		2017		750,000		7,700,000		5,775,000		5,775,000		20,000,000
Mary Callahan Erdoes Chief Executive Officer Asset & Wealth Management		2019		750,000		8,100,000		6,075,000		6,075,000		21,000,000
		2018		750,000		7,900,000		5,925,000		5,925,000		20,500,000
		2017		750,000		7,500,000		5,625,000		5,625,000		19,500,000
Marianne Lake Chief Executive Officer Consumer Lending; Former Chief Financial Officer		2019		750,000		5,840,000		4,380,000		4,380,000		15,350,000
		2018		750,000		5,700,000		4,275,000		4,275,000		15,000,000
		2017		750,000		5,100,000		3,825,000		3,825,000		13,500,000
Jennifer Piepszak3 Chief Financial Officer		2019		666,667		3,733,333		2,800,000		2,800,000		10,000,000

¹ Reflects the grant date fair value. Actual amounts of PSUs received by NEOs upon vesting may range from 0% to 150% of the target shares (excluding accrued dividends), depending upon the Firm’s performance.

² Mr. Pinto’s fixed allowance of $7,635,000, which is paid in British pound sterling, and his salary of £475,000 are both unchanged from 2018 to 2019. For the purposes of determining the number of RSUs and PSUs granted to Mr. Pinto in 2020 for 2019 performance, the Firm established a grant date fair value per unit that takes into account that these awards do not carry the right to dividends or dividend equivalents prior to vesting, in accordance with local regulations.

³ Ms. Piepszak was not a NEO in 2017 and 2018.

INTERPRETING 2019 NEO COMPENSATION

The table above is presented to show how the CMDC and Board viewed compensation awarded for 2019 performance. It differs from how compensation is reported in the “Summary Compensation Table” (“SCT”) on page 73, which is required by the SEC, and is not intended as a substitute for 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 2020 for 2019 performance is shown as 2019 compensation. In the table above, the equity awards (RSUs and PSUs) granted in 2020 for 2019 performance are shown as 2019 compensation. In contrast, the SCT reports the value of equity awards in the year in which they are granted. As a result, awards granted in 2019 for 2018 performance are shown in the SCT as 2019 compensation.

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

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

2019 CEO compensation is aligned with multi-year performance

James Dimon CHAIRMAN & CHIEF EXECUTIVE OFFICER   In determining Mr. Dimon’s compensation, independent members of the Board took into account Mr. Dimon’s achievements across four broad performance dimensions: Business Results; Risk, Controls & Conduct; Client/Customer/Stakeholder; and Teamwork & Leadership.    

2019 Performance

Business     Results	The Board considered that under Mr. Dimon’s stewardship, the Firm continued to build upon its strong financial momentum from prior years. In 2019, the Firm delivered record net income of $36.4 billion, record EPS of $10.72, and ROTCE1 of 19% on average tangible common equity of $187 billion. We distributed $34.0 billion of net capital2 to shareholders. During 2019, the Firm continued to make large investments in technology, including artificial intelligence, cloud, digital and payments, as well as other investments in innovation, talent, security and risk controls. The Firm gained market share in many of its businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores, and maintained a fortress balance sheet.
Risk,     Controls &     Conduct	The Board recognized that under Mr. Dimon’s leadership, the Firm continues to invest in our future, strengthen our risk and control environment, reinforce the importance of our culture and values, deliver on our long-standing commitment to serve our communities and conduct business in a responsible way to drive inclusive growth.
Client /     Customer/     Stakeholder	Mr. Dimon has guided the Firm’s focus on accelerating investments to help our customers, employees and communities. In 2019, the Firm added over 70 new branches in 16 new markets, continued its Commercial Banking international expansion, and became the first U.S. bank to be approved for a majority-owned securities business in China.
Teamwork &     Leadership	Mr. Dimon’s stewardship over the Firm’s Teamwork & Leadership agenda has led to a highly effective succession and management development program, a robust pipeline of leaders across the organization and a diversity and inclusion strategy that attracts, motivates and retains top talent. In 2019, Marianne Lake was appointed as the CEO of Consumer Lending, and was succeeded by Jennifer Piepszak as the Firm’s CFO. Women now represent 50% of our Operating Committee, and women executives manage many of the Firm’s core businesses and functions.

In addition to assessing Mr. Dimon’s performance, the CMDC and the independent members of our Board also considered the CEO pay of our primary financial services peers and other companies as a reference, and concluded that increasing Mr. Dimon’s 2019 compensation was appropriate, particularly in light of the Firm’s strong absolute and relative performance over multiple years.   After considering these factors, the Board awarded Mr. Dimon $31.5 million (up 1.6% from 2018).   The chart alongside compares Mr. Dimon’s compensation to that of the CEOs of our financial services peers based on three-year average total compensation expressed as a percentage of net income.

¹ ROTCE is a non-GAAP financial measure. On a comparable U.S. GAAP basis, 2019 ROE was 15%. Refer to Note 1 on page 114 for a further discussion on this measure.

² Refer to Note 2 on page 40.

³ Total compensation is comprised of base salary, cash bonus paid and long-term incentive compensation (target value) in connection with the performance year, which may be different from amounts reported in the SCT. The most recently used peer compensation data is from 2018 since not all our financial services peers will have filed proxy statements containing 2019 compensation data before the preparation of this proxy statement. The percentage of profits paid is equal to three-year average CEO compensation divided by three-year average net income. Source: 2017-2019 proxy statements; 2016-2018 10-K filings.

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

2019 NEO pay-for-performance summaries

Below are summaries of our NEOs’ achievements against the Firm’s four broad performance dimensions, including: Business Results; Risk, Controls & Conduct; Client/Customer/Stakeholder; and Teamwork & Leadership.

Daniel Pinto CO-PRESIDENT & CO-COO; CEO: CORPORATE & INVESTMENT BANK   Mr. Pinto was appointed Co-President and Co-Chief Operating Officer of the Firm in January 2018, in addition to serving as CEO of the CIB since March 2014. In 2017, Mr. Pinto and Mr. Smith assumed responsibility for Global Technology. Mr. Pinto previously served as Co-CEO of the CIB since 2012.  

2019 Performance

Business     Results	• CIB achieved record net income of $11.9B on record revenue2 of $38.3B, with a market leading ROE of 14% • Expanded share of industry wallets in IB fees, Fixed Income and Equity Markets as well as Securities Services • Ranked #1 in Total Markets with 12.0%3 wallet share (#1 in Fixed Income; Co-#1 in Equities) • Ranked #1 in global IB fees for the 11th consecutive year and increased wallet share to 9.0%4 (#1 in IB fees in North America, EMEA and Latin America) • The CIB participated in all of the top 5 fee paying deals in 20194 • As Co-President & Co-COO, continued to drive day-to-day operations across the Firm, including strategy planning, business & budget reviews, organizational and talent initiatives and oversight of support functions
Risk,     Controls &     Conduct	• Oversaw the Brexit strategy to be ready for a minimally disruptive outcome for the Firm and its clients • Continued to maintain strong risk discipline across all business activities with a focus on addressing issues and enhancing controls in key areas • Continued to make progress in addressing regulatory and enforcement matters affecting the business
Client /     Customer /     Stakeholder	• Consolidated CIB Management team and created a unified Markets business and Wholesale Payments business • Continued executing on a multi-year technology transformation program supporting improved business delivery and internal efficiencies • Significant investments in key growth areas, including China; partnership with Commercial Banking in its international expansion; and completed acquisition of InstaMed
Teamwork &     Leadership	• Continued to develop talent at the most senior level and created new or expanded roles to accelerate the development of top talent • Continued to advance hiring through the ReEntry Program and Military & Veterans Intern Program • Continued sponsorship of the Women’s Leadership Acceleration Program (“LeAP”), executive sponsor of the Adelante BRG, and provided additional support for Hispanic Heritage Month, as well as events hosted by Advancing Black Leaders and Women on the Move

¹  Refer to Note 2 on page 65.

² The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 115 for a definition of managed basis.

³ Coalition, preliminary 2019 market share analysis reflects JPMorgan Chase’s share of the global industry revenue pool and is based on JPMorgan Chase’s business structure. FY19 analysis is based on preliminary results and peer-set BAC, BARC, BNPP, CITI, CS, DB, GS, HSBC, JPM, MS, SG, & UBS.

⁴  Dealogic as of January 2, 2020.

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

Gordon Smith CO-PRESIDENT & CO-COO; CEO: CONSUMER & COMMUNITY BANKING   Mr. Smith was appointed Co-President and Co-Chief Operating Officer of the Firm in January 2018, in addition to serving as CEO of CCB since December 2012. In 2017, Mr. Smith and Mr. Pinto assumed responsibility for Global Technology. Mr. Smith previously served as CEO of the Card, Merchant Services and Auto Finance businesses.  

2019 Performance

Business     Results	• CCB achieved record net income of $16.6B on revenue1 of $55.9B, with ROE of 31% • Average deposits of $693.6B, up 3% from 2018; average loans of $464.3B, down 3% from 2018 • Maintained relationships with approximately 63 million U.S. households, including 4.3 million small businesses • Largest active digital and mobile customer base among U.S. banks2; active digital and mobile customers3 increased by 6% and 12% from 2018, respectively • #1 primary bank within Chase footprint4; all time high Net Promoter Score • #2 in overall customer satisfaction in the J.D. Power 2019 National Banking Study • As Co-President & Co-COO, continued to drive day-to-day operations across the Firm, including strategy planning, business & budget reviews, organizational and talent initiatives and oversight of support functions
Risk,     Controls &     Conduct	• Continued proactive cybersecurity and controls monitoring through business innovation, new technologies (e.g., machine learning), and addressing elevated and emerging risks • Delivered secure One Chase experiences that provide choice, ease, personalization and integrated payments • Continued to make significant progress in addressing regulatory matters affecting the business, as well as addressing issues and enhancing controls
Client /     Customer /     Stakeholder	• Continued to execute on market expansion, opening over 70 new branches in 16 new markets in 2019, while transforming the branch network to drive innovation and growth • Announced Advancing Black Pathways to expand economic opportunity for Black Americans through access to education and training, growing careers and building wealth • Sponsored the first StartupBus solely for Black entrepreneurs through a joint effort by Chase for Business and ABP • Continued to enhance the You Invest platform in partnership with AWM; launched You Invest Portfolios as an easy, smart and low-cost online investment tool
Teamwork &     Leadership	• Continued to make progress against CCB’s diversity and inclusion strategy to improve female and U.S. ethnic minority representation at the Vice President level and above; OC co-sponsor of the Access Ability BRG; support for all BRG-sponsored diversity events throughout the year • Implemented hiring plans to enhance entry-level diverse pipeline hires, as well as other strategies to further the culture and experience of employees in CCB • Internal talent and succession planning resulted in openings on the CCB Leadership team being filled internally

¹  The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 115 for a definition of managed basis.

² Based on 4Q19 peer disclosure for JPM’s CCB, BAC’s Consumer Banking, WFC’s Community Banking and Citi’s North America GCB segments.

³ Active digital customers are users of web and/or mobile platforms who have logged in within the past 90 days; mobile active customers are users of all mobile platforms who have logged in within the past 90 days.

⁴  Based on Kantar 2019 Retail Banking Monitor. Data is based on Chase footprint, excluding recent expansion markets.

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

Mary Callahan Erdoes CEO: ASSET & WEALTH MANAGEMENT   Ms. Erdoes was appointed Chief Executive Officer of Asset & Wealth Management in September 2009. She previously served as CEO of Wealth Management from 2005 to 2009.  

2019 Performance

Business     Results	• Achieved net income of $2.8B on record revenue1 of $14.3B; ROE of 26%; and pre-tax margin of 26% • AUM of $2.4T and client assets of $3.2T, up 19% and 18% respectively • Over a 60% increase in average You Invest balances and approximately 90% of clients are first time investors with Chase • #1 Private Bank in the U.S. (Euromoney) • Asset Management Company of the Year for Asia (The Asset)
Risk,     Controls &     Conduct	• Accountable for deepening the Firm’s fiduciary culture, including leading efforts to strengthen governance, oversight, and training with consistent expectations and accountability • Continued to evolve the business organization to identify and address emerging risk management practices consistent with regulatory expectations • Implemented a risk management function and model to specifically address and ensure Brexit readiness for Asset & Wealth Management businesses
Client /     Customer /     Stakeholder	• 88% of 10-year long-term mutual fund AUM performing above peer median • Continued to enhance the You Invest platform in partnership with CCB, generating approximately 16,000 new deposit clients; launched You Invest Portfolios, expanding the reach of the business to first-time investors with Chase; and launched options trading • Expanded reach in U.S. and Europe, and launched Singapore Trust Company, making the first footprint for international Trusts & Estates business expansion into Asia
Teamwork &     Leadership	• Retained over 95% of top talent and focused on development of high-performing talent • Continued to drive the Firmwide diversity agenda, including programs like Re-Entry; executive sponsor of the NextGen BRG • 39% of Asset Management AUM managed by female portfolio managers • Best Private Bank for Diversity, Education and Training (Financial Times - Private Wealth Management)

¹ The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 115 for a definition of managed basis.

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

Marianne Lake CEO: CONSUMER LENDING FORMER CHIEF FINANCIAL OFFICER (January 2013-April 2019)   Ms. Lake was appointed CEO of Consumer Lending in May 2019. She previously served as the Chief Financial Officer for the Firm from January 2013 to April 2019. Ms. Lake served as the CFO of CCB from 2009 through 2012 and as Global Controller for the IB from 2007 to 2009.    

2019 Performance

Business     Results	• Transitioned from CFO to CEO of Consumer Lending, which is comprised of Card Services, Home Lending and Auto Finance; performed strongly and generated a combined $29.4B1 of revenue in 2019 • More than 50% of new to Chase households came through Consumer Lending relationships • #1 credit card issuer in terms of sales and outstandings, up 10% and 7% from 2018, respectively • #2 mortgage servicer based on loans serviced; 30+ day servicing delinquency rate down 106 basis points from 2018 ¡  Home Lending origination volume was up 32% from 2018 • #3 bank auto lender based on loans and leases ¡ Auto loan and lease originations were up 7% from 2018
Risk,     Controls &     Conduct	• Continued to make significant progress in addressing regulatory matters affecting the business • Maintained proactive controls monitoring through business innovation, new technologies (e.g., machine learning), and addressing elevated and emerging risks • Completed Chase Bank credit card legal entity simplification into JPMorgan Chase Bank, which improved overall capital structure, increased liquidity and reduced reporting requirements
Client /     Customer /     Stakeholder	• Continued to deliver Credit Journey, allowing customers to keep track of their credit score and history with approximately 22 million Credit Journey enrollees as of December 2019 • Provided customers with incremental value through Chase Offers - over 160 million have been activated to date since launch • Ultimate Rewards loyalty platform tied at #1 in assessed value for customers • Fully rolled out Chase MyHome, which by the end of 2019 was leveraged for 80% of funded mortgage loans • Launched Chase Auto Preferred and MyCar
Teamwork &     Leadership	• Executive sponsor of Women on the Move and Parents@JPMC • Continued to be an ambassador for women by hosting and/or presenting at many events focused on women • Continued to focus on developing and attracting top talent for succession at senior levels, while also focusing on the talent across the organization as a whole; continued focus on diverse representation across the business

¹  The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 115 for a definition of managed basis. Includes Home Lending, Card, Merchant Services and Auto as of December 31, 2019.

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EXECUTIVE COMPENSATION | COMPENSATION DISCUSSION AND ANALYSIS

Jennifer Piepszak CHIEF FINANCIAL OFFICER   Ms. Piepszak was appointed Chief Financial Officer on May 1, 2019. She previously served as the CEO for Card Services from 2017 to April 2019. Prior to that, Ms. Piepszak served as CEO of Business Banking and CFO for Mortgage Banking.  

2019 Performance

Business     Results	• As CEO of Card Services, set and executed on clear strategy to scale, engage, and deepen relationships with customers to drive strong sales and loan growth, which included introducing new product offerings (e.g., Tap to Pay, Chase Offers) • As newly appointed CFO, took on responsibility for a number of areas, including Global Finance and Business Management, Treasury & Chief Investment Office, Chief Administrative Office, and Control Management, as well as management oversight for Corporate Strategy and Strategic Investments, and successfully managed the organization through leadership transition • Continued execution of Firmwide workforce and real estate strategy • Received CCAR results, leading to the authorization to repurchase up to $29.4B of the Firm’s common equity
Risk,     Controls &     Conduct	• As CFO, participated in constructive and active engagement and advocacy with key regulators • Implemented an updated Firmwide risk and control framework used by all lines of defense • Continued to maintain strong risk discipline across the organization with a focus on addressing issues, enhancing controls, and reinforcing culture and conduct principles
Client /     Customer /     Stakeholder	• As CEO of Card Services, continued to deepen relationships and attract new customers with a focus on innovation, experience and efficiency • As CFO, participated in 80+ events globally, continuing strong engagement, both internally and externally • Established relationships as new CFO with a broad range of important stakeholders - investors, regulators, research analysts, and other industry members • Continued focus on advancing our infrastructure, technology and automation agendas to enhance and optimize our workforce and processes
Teamwork &     Leadership	• As CEO of Card Services, continued to expand depth of leadership pipeline • As CFO, focused on continuing to improve diverse representation, succession planning and cultivating development opportunities for key senior leaders • Delivered strong results on key training and engagement initiatives encompassing technical skills, finance fundamentals, regulatory reporting, manager effectiveness, and skills of the future • Champion of Firmwide diversity initiatives, including active member of the Women on the Move steering committee

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COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE COMPENSATION

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 Compensation & Management Development Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2019. This report is provided as of March 17, 2020, by the following independent directors, who comprise the Compensation & Management Development Committee:

Lee R. Raymond (Chair)

Stephen B. Burke

Todd A. Combs

The Compensation Discussion and Analysis is intended to describe our 2019 performance, the compensation decisions for our Named Executive Officers and the Firm’s philosophy and approach to compensation. The following tables on pages 73-82 present additional information required in accordance with SEC rules, including the Summary Compensation Table.

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EXECUTIVE COMPENSATION | EXECUTIVE COMPENSATION TABLES

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 2019 for 2018 performance. The “NEO Compensation” table on page 65 shows how the CMDC viewed compensation actions for 2019 performance.

Name and principal position	Year		Salary ($)1			Bonus ($)2		Stock awards ($)3		Change in pension value and non- qualified deferred compensation earnings ($)4		All other compen- sation ($)5			Total ($)
James Dimon6		2019	$	1,500,000		$	5,000,000	$	24,500,000		$  34,370	$	578,246	7	$	31,612,616
Chairman and CEO		2018		1,500,000			5,000,000		23,000,000		13,905		519,840			30,033,745
		2017		1,500,000			5,000,000		21,500,000		35,509		286,228			28,321,737
Daniel Pinto		2019		8,239,222	8		—		13,723,974		—		72,246	9		22,035,442
Co-President and Co-COO; CEO CIB		2018		8,276,026			—		12,761,372		—		68,548			21,105,946
		2017		8,238,628