¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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T
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to §240.14a-12
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T
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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(2)
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Aggregate number of securities to which the transaction applies:
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(3)
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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(5)
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Total fee paid:
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¨
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Fee paid previously with preliminary materials.
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¨
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Date:
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Tuesday, May 21, 2013
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Time:
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10:00 am
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Place:
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JPMorgan Chase Highland Oaks Campus
10420 Highland Manor Drive, Building 2
Tampa, FL 33610
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•
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Election of directors
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•
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Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for
2013
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•
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Advisory resolution to approve executive compensation
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•
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Amendment to the Firm’s Restated Certificate of Incorporation to authorize shareholder action by written consent
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•
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Reapproval of the Key Executive Performance Plan
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•
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Shareholder proposals, if they are introduced at the meeting
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•
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Any other matters that may properly be brought before the meeting
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Contents
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Page
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Proposal 1:
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Proposal 2:
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Proposal 3:
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Proposal 4:
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Proposal 5:
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Proposals 6-9:
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Appendix A:
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Appendix B:
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Appendix C:
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Appendix D:
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Appendix E:
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Appendix F:
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Appendix G:
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Annual Meeting of Shareholders
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Time and Date:
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10:00 am Eastern Daylight Time, May 21, 2013
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Place:
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JPMorgan Chase Highland Oaks Campus
10420 Highland Manor Drive, Building 2
Tampa, Florida 33610
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Record Date:
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March 22, 2013
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Voting and Attendance at Meeting
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Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote on each matter to be voted on. Voting may be done over the Internet, by telephone, by completing and mailing the proxy card, or in person at the annual meeting. Additional information is provided under “General information about the meeting” at page 52.
If you plan to attend the meeting in person, you will be required to present a valid form of government-issued photo identification, such as a driver’s license, and proof of ownership as of our record date March 22, 2013. See “Attending the annual meeting” at page 53.
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Matters to be Voted on:
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Management Proposals
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The Board of Directors recommends you vote For each director nominee and for the following proposals
(for more information see page referenced):
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1. Election of Directors
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page
1
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4. Amendment to Certificate of Incorporation authorizing shareholder action by written consent
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page
41
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2. Ratification of PricewaterhouseCoopers LLP as the Firm’s independent registered public accounting firm
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page
40
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5. Reapproval of the Key Executive Performance Plan
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page
43
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3. Advisory resolution to approve executive compensation
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page
41
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Shareholder Proposals
(if they are introduced at the meeting)
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The Board of Directors recommends you vote Against each of the following shareholder proposals
(for more information see page referenced):
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6. Require separation of chairman and CEO
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page
44
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8. Adopt procedures to avoid holding or recommending investments that contribute to human rights violations
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page
48
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7. Require executives to retain significant stock until reaching normal retirement age
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page
46
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9. Disclose Firm payments used directly or indirectly for lobbying, including specific amounts and recipients’ names
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page
50
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JPMorgan Chase & Co./ 2013 Proxy Statement
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i
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Election of Directors
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The Board has nominated 11 directors: the CEO and 10 other serving directors, all of whom are independent.
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Nominee and Principal Occupation
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Nominee and Principal Occupation
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James A. Bell
Retired Executive Vice President of The Boeing Company
Director since 2011 |
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Timothy P. Flynn
Retired Chairman of KPMG International
Director since May 2012
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Crandall C. Bowles
Chairman of Springs Industries, Inc.
Director since 2006 |
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Ellen V. Futter
President and Trustee of the American Museum of Natural History
Director since 2001 and Director of J.P. Morgan & Co. Incorporated from 1997 to 2000 |
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Stephen B. Burke
Chief Executive Officer of NBCUniversal, LLC and Executive Vice President of Comcast Corporation
Director since 2004 and Director of Bank One Corporation from 2003 to 2004
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Laban P. Jackson, Jr.
Chairman and Chief Executive Officer of Clear Creek Properties, Inc.
Director since 2004 and Director of Bank One Corporation from 1993 to 2004
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David M. Cote
Chairman and Chief Executive Officer of Honeywell International Inc.
Director since 2007
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Lee R. Raymond (Presiding Director)
Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation
Director since 2001 and Director of J.P. Morgan & Co. Incorporated from 1987 to 2000 |
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James S. Crown
President of Henry Crown and Company
Director since 2004 and Director of Bank One Corporation from 1991 to 2004 |
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William C. Weldon
Retired Chairman and Chief Executive Officer of Johnson & Johnson
Director since 2005 |
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James Dimon
Chairman and Chief Executive Officer of
JPMorgan Chase & Co.
Director since 2004 and Chairman of the Board of Bank One Corporation from 2000 to 2004
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Audit Committee
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Public Responsibility Committee
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Compensation & Management Committee
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Risk Policy Committee
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Corporate Governance & Nominating Committee
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ii
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JPMorgan Chase & Co./ 2013 Proxy Statement
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•
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Maintaining strong governance:
Independent Board oversight of the Firm’s compensation principles and practices and their implementation
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•
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Attracting and retaining top talent:
A recognition that competitive and reasonable compensation helps attract and retain the high quality people necessary to grow and sustain our businesses
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•
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Tying compensation to performance:
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◦
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A focus on the qualitative as well as the quantitative performance of the individual employee, the relevant line of business or function and the Firm as a whole
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◦
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A focus on multi-year, long-term, risk-adjusted performance and rewarding behavior that generates sustained value for the Firm through business cycles
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◦
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Performance assessments that are broad-based and balanced, including an emphasis on teamwork and a “shared success” culture
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•
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Aligning with shareholder interests:
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◦
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A significant stock component (with deferred vesting) for shareholder alignment and retention of top talent
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◦
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Very strict limits or prohibitions on executive perquisites, special executive retirement severance plans, and no golden parachutes
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•
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Integrating risk and compensation:
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◦
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Input into compensation determinations by risk and control functions
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◦
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Although awards are made with the expectation that they will vest in accordance with their terms, all awards contain strong recovery provisions, and additional risk-related recovery provisions apply to the Operating Committee, the Firm’s most senior management group, and to a group of senior employees we refer to as Tier 1 employees with primary responsibility for risk positions and risk management
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◦
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Shares received by Operating Committee members are subject to robust retention requirements and a prohibition on hedging
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JPMorgan Chase & Co./ 2013 Proxy Statement
|
iii
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•
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Third consecutive year of record net earnings and 15% ROTCE; ROE of 11%
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•
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Record net earnings of $21.3 billion, up 12%; Record EPS of $5.20 per share, up 16%
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•
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Common share price increased by 32% in 2012; total return with dividends of 36%
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•
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Basel I Tier I Common ratio of 11.0% and Tier 1 Capital ratio of 12.6% at year end
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•
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Provided credit and raised capital of over $1.8 trillion for its commercial and consumer clients, including $20 billion of credit provided to U.S. small businesses, up 18% over the prior year
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•
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Remained committed to helping homeowners and preventing foreclosures
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•
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Continued growth of the franchise, and substantial investment in the future
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•
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The foregoing results include the effect of significant losses incurred in 2012 in the Synthetic Credit Portfolio within the Firm’s Chief Investment Office. For more information about the Firm’s 2012 performance, see pages 16–17 and Appendix E at page
62
.
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1
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For notes on non-GAAP and other financial measures, including managed basis reporting relating to the Firm’s business segments, see Appendix E at page
68
.
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2012 Salary and incentive compensation
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Annual compensation
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|||||||||||||||||||
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Salary ($)
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Incentive compensation
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Name and principal position
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Cash ($)
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RSUs ($)
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SARs ($)
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Total ($)
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||||||||
James Dimon
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$
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1,500,000
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$
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0
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$
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10,000,000
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$
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0
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$
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11,500,000
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Chairman and CEO
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Douglas L. Braunstein
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750,000
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2,125,000
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2,125,000
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0
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5,000,000
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Vice Chairman (Former CFO)
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Mary Callahan Erdoes
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750,000
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4,900,000
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7,350,000
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2,000,000
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15,000,000
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CEO Asset Management
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Daniel E. Pinto
1
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750,000
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8,125,000
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7,125,000
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1,000,000
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17,000,000
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Co-CEO Corporate & Investment Bank
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Matthew E. Zames
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750,000
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6,100,000
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9,150,000
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1,000,000
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17,000,000
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Co-Chief Operating Officer
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iv
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
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JPMorgan Chase & Co./ 2013 Proxy Statement
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1
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James A. Bell, 64
|
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Retired Executive Vice President of The Boeing Company, aerospace
|
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Director since 2011
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Crandall C. Bowles, 65
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Chairman of Springs Industries, Inc., window fashions
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Director since 2006
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2
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JPMorgan Chase & Co./ 2013 Proxy Statement
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Stephen B. Burke, 54
|
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Chief Executive Officer of NBCUniversal, LLC and Executive Vice President of Comcast Corporation, television and entertainment
|
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Director since 2004 and Director of Bank One Corporation from 2003 to 2004
|
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David M. Cote, 60
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Chairman and Chief Executive Officer of Honeywell International Inc., diversified technology and manufacturing
|
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Director since 2007
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JPMorgan Chase & Co./ 2013 Proxy Statement
|
3
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James S. Crown, 59
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President of Henry Crown and Company, diversified investments
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Director since 2004 and Director of Bank One Corporation from 1991 to 2004
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James Dimon, 57
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Chairman and Chief Executive Officer of JPMorgan Chase
|
|||||
Director since 2004 and Chairman of the Board of Bank One Corporation from 2000 to 2004
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4
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
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Timothy P. Flynn, 56
|
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Retired Chairman of KPMG International, professional services
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Director since May 2012
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Ellen V. Futter, 63
|
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President and Trustee of the American Museum of Natural History
|
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Director since 2001 and Director of J.P. Morgan & Co. Incorporated from 1997 to 2000
|
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JPMorgan Chase & Co./ 2013 Proxy Statement
|
5
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Laban P. Jackson, Jr., 70
|
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Chairman and Chief Executive Officer of Clear Creek Properties, Inc., real estate development
|
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Director since 2004 and Director of Bank One Corporation from 1993 to 2004
|
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Lee R. Raymond, 74
|
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Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation, oil and gas
|
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Director since 2001 and Director of J.P. Morgan & Co. Incorporated from 1987 to 2000
|
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6
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
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William C. Weldon, 64
|
||||
Retired Chairman and Chief Executive Officer of Johnson & Johnson, health care products
|
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Director since 2005
|
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|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
7
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|
8
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
9
|
Director
1
|
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Audit
|
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Compensation &
Management
Development
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Corporate
Governance &
Nominating
|
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Public
Responsibility
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Risk Policy
|
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James A. Bell
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Member
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|
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Crandall C. Bowles
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Member
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Chair
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|
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Stephen B. Burke
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Member
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Member
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David M. Cote
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Member
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Member
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James S. Crown
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Chair
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James Dimon
|
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|
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Timothy P. Flynn
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Member
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Ellen V. Futter
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Member
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Member
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Laban P. Jackson, Jr.
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Chair
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Lee R. Raymond
2
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Chair
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Member
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|
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William C. Weldon
|
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Member
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Chair
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|
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Number of meetings in 2012
|
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16
|
|
|
7
|
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|
4
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|
4
|
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8
|
|
1
|
William H. Gray, III and David C. Novak did not stand for reelection when their terms expired on the eve of the annual meeting on May 15, 2012. Prior to such annual meeting, Mr. Gray served on the Audit Committee and the Public Responsibility Committee and Mr. Novak served on the Compensation Committee and the Governance Committee (and served as Chair of the latter until March 2012).
|
2
|
Presiding Director
|
|
10
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
•
|
Consumer credit — extensions of credit provided to directors Bell and Jackson; and credit cards issued to directors Bells, Bowles, Cote, Crown, Flynn, Futter, Jackson, Raymond, and Weldon, and their immediate family members;
|
•
|
Wholesale credit — extensions of credit and other financial and financial advisory services provided to Springs Industries, Inc. and its subsidiaries, where Ms. Bowles is Chairman of the Board; NBCUniversal, LLC and Comcast Corporation and their subsidiaries, where Mr. Burke is Chief Executive Officer and Executive Vice President, respectively; Honeywell International Inc. and its subsidiaries, where Mr. Cote is Chairman and Chief Executive Officer; Henry Crown and Company, where Mr. Crown is President, and other Crown family-owned entities; and the American Museum of Natural History, where Ms. Futter is President and a Trustee; and
|
•
|
Goods, services and contributions — purchases of building safety and security equipment and maintenance services from Honeywell International Inc.; leases of office and retail space from subsidiaries of companies in which Mr. Crown and members of his immediate family have indirect ownership interests; and charitable contributions to the American Museum of Natural History.
|
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
11
|
•
|
Risk appetite — The Firm employs a formalized risk appetite framework to clearly link risk appetite and return targets, controls and capital management.
|
•
|
Risk management framework — The Firm’s risk governance structure starts with each line of business being responsible for managing its own risks, with its own risk committee and a chief risk officer. Overlaying the line of business risk management are corporate functions with risk management-related responsibilities.
|
•
|
Board oversight — The Board of Directors exercises its oversight of risk management principally through the Board’s Risk Policy Committee and Audit Committee.
|
12
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
|
Compensation
|
Amount ($)
|
|
|
Board retainer
|
$
|
75,000
|
|
Committee chair retainer
|
15,000
|
|
|
Audit Committee member retainer
|
10,000
|
|
|
Deferred stock unit grant
|
170,000
|
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
13
|
Director
|
|
Fees earned or
paid in cash ($)
1
|
|
|
2012 Stock
award ($)
2
|
|
|
Total ($)
|
|
|||
James A. Bell
|
|
$
|
85,000
|
|
|
$
|
170,000
|
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|
$
|
255,000
|
|
Crandall C. Bowles
|
|
100,000
|
|
|
170,000
|
|
|
270,000
|
|
|||
Stephen B. Burke
|
|
75,000
|
|
|
170,000
|
|
|
245,000
|
|
|||
David M. Cote
|
|
75,000
|
|
|
170,000
|
|
|
245,000
|
|
|||
James S. Crown
3
|
|
132,500
|
|
|
170,000
|
|
|
302,500
|
|
|||
Timothy P. Flynn
4
|
|
50,000
|
|
|
—
|
|
|
50,000
|
|
|||
Ellen V. Futter
|
|
75,000
|
|
|
170,000
|
|
|
245,000
|
|
|||
William H. Gray, III
4
|
|
35,417
|
|
|
170,000
|
|
|
205,417
|
|
|||
Laban P. Jackson, Jr.
5
|
|
255,000
|
|
|
170,000
|
|
|
425,000
|
|
|||
David C. Novak
4
|
|
35,000
|
|
|
170,000
|
|
|
205,000
|
|
|||
Lee R. Raymond
|
|
90,000
|
|
|
170,000
|
|
|
260,000
|
|
|||
William C. Weldon
|
|
86,250
|
|
|
170,000
|
|
|
256,250
|
|
1
|
Includes fees earned, whether paid in cash or deferred.
|
2
|
The aggregate number of option awards and stock awards outstanding at
December 31, 2012
, for each current director is included in the Security ownership of directors and executive officers table at page
15
under the columns “Options/SARs exercisable within 60 days” and “Additional underlying stock units,” respectively. All such awards are vested.
|
3
|
Mr. Crown received $42,500 in compensation during 2012 in consideration of his service as a member of the Mortgage Compliance Committee of the board of directors of JPMorgan Chase Bank, N.A. (the “Bank”), a wholly-owned subsidiary of JPMorgan Chase. Each non-management director serving on the Mortgage Compliance Committee is paid $2,500 for each committee meeting attended.
|
4
|
Mr. Flynn joined the Board in May 2012. Mr. Gray and Mr. Novak retired from the Board in May 2012 on the eve of the 2012 annual meeting. Retainers for Board and committee memberships were pro-rated.
|
5
|
Mr. Jackson received $110,000 in compensation during 2012 in consideration of his service as a director of J.P. Morgan Securities plc, an indirect wholly-owned subsidiary of JPMorgan Chase and one of the Firm’s principal operating subsidiaries in the United Kingdom (“U.K.”). Mr. Jackson also received $45,000 in compensation during 2012 in consideration of his service as a member of the Mortgage Compliance Committee.
|
14
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
|
1
|
Shares owned outright, except as otherwise noted.
|
2
|
Includes shares pledged as security, including shares held by brokers in margin loan accounts whether or not there are loans outstanding, as follows: Mr. Crown,
11,010,795
shares; Mr. Burke,
32,107
shares; and all directors and executive officers as a group,
11,042,902
shares. Directors pledge to retain all shares of JPMorgan Chase while they serve as a director.
|
3
|
Amounts include for directors and executive officers, shares or deferred stock units, receipt of which has been deferred under deferred compensation plan arrangements. For executive officers, amounts also include unvested restricted stock units (“RSUs”) and share equivalents attributable under the JPMorgan Chase 401(k) Savings Plan.
|
4
|
Includes 139,406 shares Mr. Crown owns individually; 9,463,672 shares owned by partnerships of which Mr. Crown is a partner; 1,547,123 shares owned by a partnership whose partners include a corporation of which Mr. Crown is a director, officer and shareholder, and a trust of which Mr. Crown is a beneficiary. Also includes 168,305 shares owned by trusts of which Mr. Crown is a co-trustee and beneficiary; 12,373 shares owned by Mr. Crown’s spouse; and 38,140 shares held in trusts for the benefit of his children. Mr. Crown disclaims beneficial ownership of the shares held by the various persons and entities described above except for the shares he owns individually and, with respect to shares owned by entities, except to the extent of his pecuniary interest in such entities.
|
5
|
As of February 28, 2013, Mr. Jackson held 400 depositary shares, each representing a one-tenth interest in a share of JPMorgan Chase’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series I (“Series I Preferred”), and 15,000 depositary shares, each representing a 1/400th interest in a share of JPMorgan Chase’s 8.625% Non-Cumulative Perpetual Preferred Stock, Series J (“Series J Preferred”). Mr. Raymond held 2,000 depositary shares of Series I Preferred. All directors and current executive officers as a group own 2,400 depositary shares of Series I Preferred and 15,000 depositary shares of Series J Preferred.
|
6
|
Douglas L. Braunstein ceased to be an executive officer effective December 31, 2012; his ownership is not included in this table.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
15
|
|
•
|
Within Consumer & Community Banking:
|
◦
|
Consumer & Business Banking added 106 net branches and increased average deposits by 9% in 2012.
|
◦
|
Business Banking loans increased to a record $18.9 billion, up 7% compared with 2011.
|
◦
|
Mortgage Banking reported strong production revenue driven by strong originations growth.
|
◦
|
Credit card sales volume on cards issued to consumers and small businesses was up 11% for the year.
|
•
|
The Corporate & Investment Bank:
|
◦
|
Maintained its #1 ranking in Global Investment Banking Fees.
|
◦
|
Ranked #1 in Fixed Income Markets revenue.
|
◦
|
Ranked #1 in All American Fixed Income and Equity Research.
|
◦
|
Ranked #1 USD wire clearer with 20% share of Fed and CHIPS.
|
◦
|
Reported assets under custody of $18.8 trillion at December 31, 2012.
|
•
|
Commercial Banking reported record net revenue of $6.8 billion and record net income of $2.6 billion in 2012. Commercial Banking loans increased to a record $128.2 billion, up 14%.
|
•
|
Asset Management reported record revenue in 2012 and achieved its fifteenth consecutive quarter of positive net long-term client flows into assets under management. Asset Management also increased loan balances to a record $80.2 billion at December 31, 2012.
|
•
|
The Firm provided credit and raised capital of more than $1.8 trillion for its clients during 2012; this included $20 billion loaned to small businesses and $85 billion for nearly 1,500 nonprofit and government entities, including states, municipalities, hospitals and universities.
|
•
|
The Firm also originated more than 920,000 mortgages, and provided credit cards to approximately 6.7 million people. Since the beginning of 2009, the Firm has offered nearly 1.4 million mortgage modifications and of these approximately 610,000 have achieved permanent modifications.
|
•
|
Made more than $190 million in philanthropic donations to nonprofit entities in 37 countries around the world to support community development, education, and arts and culture. More than 43,000 of our people provided more than 468,000 hours of volunteer service in local communities around the globe.
|
•
|
Hired nearly 5,000 U.S. military since the beginning of 2011.
|
1
|
For notes on non-GAAP and other financial measures, including managed basis reporting relating to the Firm’s business segments, see Appendix E at page
68
.
|
16
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
17
|
|
•
|
Maintaining strong governance:
Independent Board oversight of the Firm’s compensation principles and practices and their implementation
|
•
|
Attracting and retaining top talent:
A recognition that competitive and reasonable compensation helps attract and retain the high quality people necessary to grow and sustain our businesses
|
•
|
Tying compensation to performance:
|
◦
|
A focus on the qualitative as well as the quantitative performance of the individual employee, the relevant line of business or function and the Firm as a whole
|
◦
|
A focus on multi-year, long-term, risk-adjusted performance and rewarding behavior that generates sustained value for the Firm through business cycles
|
◦
|
Performance assessments that are broad-based and balanced, including an emphasis on teamwork and a “shared success” culture
|
•
|
Aligning with shareholder interests:
|
◦
|
A significant stock component (with deferred vesting) for shareholder alignment and retention of top talent
|
◦
|
Very strict limits or prohibitions on executive perquisites, special executive retirement severance plans, and no golden parachutes
|
•
|
Integrating risk and compensation:
|
◦
|
Input into compensation determinations by risk and control functions
|
◦
|
Although awards are made with the expectation that they will vest in accordance with their terms, all awards contain strong recovery provisions, and additional risk-related recovery provisions apply to the Operating Committee, the Firm’s most senior management group, and to a group of senior employees we refer to as Tier 1 employees with primary responsibility for risk positions, credit decisions, finance, controls and risk management
|
◦
|
Shares received by Operating Committee members are subject to robust retention requirements and a prohibition on hedging
|
|
•
|
As Chairman and CEO, Mr. Dimon is responsible for guiding the Firm’s financial performance and growth, its strategic and operational priorities, risk and control management, and management development and succession planning. Mr. Dimon reviews the priorities for the Firm with the Board of Directors and, in consultation with the Compensation & Management Development Committee and the Board, establishes the priorities for each LOB CEO annually, which are the priorities of the businesses they lead. Heads of functions also review and establish their priorities with the CEO.
|
•
|
Mr. Dimon discusses with the Compensation & Management Development Committee his assessment of the performance of each other member of the Operating Committee with respect to individual contributions, risk and control management and business or function performance, as well as overall Firm performance. Mr. Dimon makes compensation recommendations to the Compensation & Management Development Committee for their consideration as part of their approval process.
|
•
|
Business-specific objectives are evaluated at various points during the year, including during the budget process and monthly business reviews. Each of our businesses reviews its priorities with investors at our annual Investor Day, held most recently on February 26, 2013. Each LOB CEO also reviews 2012 results and the outlook for the future in letters in the Annual Report. We recommend reading those letters and the Chairman’s letter for a fuller
|
18
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
•
|
Strength of the Firm’s 2012 operating results and financial performance
|
•
|
Third consecutive year of record net earnings and 15% ROTCE
|
•
|
Record net earnings of $21.3 billion, a 12% increase from 2011
|
•
|
ROE of 11%
|
•
|
Record EPS of $5.20 per share, a 16% increase from 2011
|
•
|
Common share price increase by 32% in 2012; total return with dividends of 36%
|
•
|
Strong performance of the Firm relative to key competitors
|
•
|
Uninterrupted record of delivering annual and quarterly net income throughout the financial crisis, subsequent recession, and CIO losses
|
•
|
Maintenance of a fortress balance sheet
|
•
|
Continued investment in organic growth and the strengthening of the Firm’s major businesses
|
•
|
Strengthened the risk and control groups responsible for CIO
|
•
|
Formed the Management Task Force to review and address the circumstances related to the CIO losses
|
•
|
Has implemented, or is in the process of implementing, the remedial enhancements noted in the Management Task Force Report and the recommended improvements set forth in the Board Review Committee Report
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
19
|
•
|
The compensation actions for the Chief Executive Officer and the former Chief Financial Officer as detailed in this section and approved by the Board
|
•
|
Replaced the management team responsible for the losses
|
•
|
Invoked comprehensive clawbacks of previously granted outstanding awards and/or repayment of previously vested awards subject to clawbacks for those with primary responsibility (over $100 million recaptured)
|
•
|
For a group of employees deemed to have been closely associated with CIO events, reduced or eliminated compensation that otherwise would have been awarded by an aggregate of approximately 60%
|
•
|
A number of employees were permitted to resign or reassigned to other positions deemed to be more appropriate and experienced significant reductions in compensation
|
•
|
$750,000 in base salary, no increase in 2012 or for 2013
|
•
|
A $2.125 million cash incentive for 2012, compared to $2.9 million for 2011
|
•
|
An RSU award of $2.125 million, compared to $4.35 million for 2011
|
•
|
No SARs, compared to $1.5 million in SARs for 2011
|
•
|
Three important financial measures for Asset Management are revenue growth, pretax earnings margin and ROE.
|
◦
|
For 2012, AM achieved record revenues of $9.9 billion, a 4% increase over 2011 and the fourth consecutive year of growth.
|
◦
|
AM achieved an ROE of 24% and a pretax earnings margin of 28%.
|
•
|
At the end of 2012, assets under management (“AUM”) in the top two fund quartiles were 67%, 74% and 76%, respectively, over a 1-, 3- and 5-year time period.
|
•
|
AM showed strong growth in long-term AUM flows, loan balances and deposit balances.
|
•
|
Continued investments were made in the technology infrastructure to support both the growth and control agendas.
|
20
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
•
|
$750,000 in base salary, no increase in 2012 or for 2013
|
•
|
A $4.9 million cash incentive for 2012, compared to $4.7 million for 2011
|
•
|
An RSU award of $7.35 million, compared to $7.05 million for 2011
|
•
|
A SAR award of $2.0 million, unchanged from 2011
|
•
|
Delivered net income of $8.4 billion on revenue of $34.3 billion.
|
•
|
Helped clients raise $500 billion of debt and equity capital
|
•
|
Led the market in arranging $650 billion of loans and commitments for clients
|
•
|
Ranked #1 in Global IB Fees and #1 in Fixed Income Markets revenue
|
•
|
Ranked #1 in All American Fixed Income and Equity Research
|
•
|
#1 USD wire clearer with 20% share of Fed and CHIPS
|
•
|
Record in Assets under Custody of $18.8 trillion, up 12% from the prior year
|
•
|
Continuing to extend the Firm’s international presence and execute our strategic technology reengineering program
|
•
|
$750,000 in base salary, no increase in 2012 or for 2013
|
•
|
An $8.125 million cash incentive for 2012
|
•
|
An RSU award of $7.125 million
|
•
|
A SAR award of $1.0 million
|
•
|
Fixed Income Markets reported revenue of $5.0 billion in the first quarter of 2012, which ranked #1 in revenue versus its top 10 peers
|
•
|
Mortgage Capital Markets distributed more than $160 billion of closed loan volume to investors in support of record Mortgage Banking production; 2012 pretax income of $3.6 billion
|
•
|
Led the acquisition of a $71.4 billion mortgage servicing portfolio
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
21
|
•
|
Centralizing the Firm’s Controls and Compliance organization to respond to incoming regulatory inquiries and develop a strong control environment across the Firm
|
•
|
Leading a firmwide initiative to reduce expenses
|
•
|
Hiring new talent within the Chief Operating Office
|
•
|
$750,000 in base salary, no increase in 2012 or for 2013
|
•
|
A $6.1 million cash incentive for 2012
|
•
|
An RSU award of $9.15 million
|
•
|
A SAR award of $1.0 million
|
22
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
|
Salary and incentive compensation
|
|
|
|
|
|
|
|
|
||||||||||||||
Name and principal position
|
|
Year
|
|
Annual compensation
|
||||||||||||||||||
Salary ($)
1
|
|
|
Incentive compensation
|
|
|
|||||||||||||||||
Cash ($)
|
|
|
RSUs ($)
2
|
|
|
SARs ($)
3
|
|
|
Total ($)
|
|
||||||||||||
James Dimon
|
|
2012
|
|
$
|
1,500,000
|
|
|
$
|
0
|
|
|
$
|
10,000,000
|
|
|
$
|
0
|
|
|
$
|
11,500,000
|
|
Chairman and CEO
|
|
2011
|
|
1,500,000
|
|
|
4,500,000
|
|
|
12,000,000
|
|
|
5,000,000
|
|
|
23,000,000
|
|
|||||
|
|
2010
|
|
1,000,000
|
|
|
5,000,000
|
|
|
12,000,000
|
|
|
5,000,000
|
|
|
23,000,000
|
|
|||||
Douglas L. Braunstein
|
|
2012
|
|
750,000
|
|
|
2,125,000
|
|
|
2,125,000
|
|
|
0
|
|
|
5,000,000
|
|
|||||
Vice Chairman (Former Chief Financial Officer)
|
|
2011
|
|
750,000
|
|
|
2,900,000
|
|
|
4,350,000
|
|
|
1,500,000
|
|
|
9,500,000
|
|
|||||
|
2010
|
|
400,000
|
|
|
3,840,000
|
|
|
5,760,000
|
|
|
2,016,900
|
|
|
12,016,900
|
|
||||||
Mary Callahan Erdoes
|
|
2012
|
|
750,000
|
|
|
4,900,000
|
|
|
7,350,000
|
|
|
2,000,000
|
|
|
15,000,000
|
|
|||||
CEO Asset Management
|
|
2011
|
|
750,000
|
|
|
4,700,000
|
|
|
7,050,000
|
|
|
2,000,000
|
|
|
14,500,000
|
|
|||||
|
|
2010
|
|
500,000
|
|
|
4,600,000
|
|
|
6,900,000
|
|
|
3,025,400
|
|
|
15,025,400
|
|
|||||
Daniel E. Pinto
4,5
|
|
2012
|
|
750,000
|
|
|
8,125,000
|
|
|
7,125,000
|
|
|
1,000,000
|
|
|
17,000,000
|
|
|||||
Co-CEO Corporate & Investment Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Matthew E. Zames
4
|
|
2012
|
|
750,000
|
|
|
6,100,000
|
|
|
9,150,000
|
|
|
1,000,000
|
|
|
17,000,000
|
|
|||||
Co-Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Salary reflects the annualized amounts as of December 31 for each year.
|
2
|
For all Named Executive Officers, except Mr. Pinto, the RSUs granted for 2012 vest in two equal installments on January 13, 2015 and January 13, 2016. Each RSU represents the right to receive one share of common stock on the vesting date and non-preferential dividend equivalents, payable in cash, equal to any dividends paid during the vesting period. RSUs have no voting rights. Additional conditions applicable to these awards are described at page
28
. For Mr. Pinto, see note 5 to this table.
|
3
|
The Firm awarded SARs to the Named Executive Officers, effective January 17, 2013, with an exercise price of $46.58. The SARs will become exercisable 20% per year over the five-year period from January 17, 2013. All shares obtained upon exercise must be held until the fifth year after grant and are subject to the Firm’s stock retention requirement. The SARs had a grant date fair value of $9.56 per SAR. Assumptions under the Black-Scholes valuation model were used to determine grant date fair value. Additional conditions applicable to these awards are described at page
28
.
|
4
|
Mr. Pinto and Mr. Zames were not Named Executive Officers in either 2011 or 2010.
|
5
|
For Mr. Pinto, the terms and composition of his compensation reflects applicable U.K. standards. Under rules applicable in the U.K., a portion (60%) of Mr. Pinto’s cash bonus shown in this table was deferred, with half of the deferred amount payable at the end of 18 months and the balance payable at the end of three years. Such mandatory deferral is subject to terms and conditions similar to those for RSUs. Until paid, such amounts accrue interest. For Mr. Pinto, $3,250,000 of the RSUs granted for 2012 vest immediately and the balance vests in two equal installments, on July 25, 2014, and January 13, 2016. All of such RSUs must be held for not less than six months following vesting.
|
•
|
The Firm grants both cash and equity incentive compensation after the earnings for a performance year have been announced. In both the above table and the SCT, cash incentive compensation granted in 2013 for 2012 performance is shown as 2012 compensation. The above table treats equity awards similarly, so that equity awards granted in 2013 for 2012 performance are shown as 2012 compensation. The SCT does not follow this treatment and instead reports the value of equity awards in the year in which they are made. As a result, equity awards granted in 2013 for 2012 performance are shown in the above table as 2012 compensation, but the SCT reports for 2012 the value of equity awards granted in 2012 in respect of 2011 performance.
|
•
|
The SCT reports the change in pension value and nonqualified deferred compensation earnings and all other compensation. These amounts are not shown above.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
23
|
|
•
|
Its current approach provides a disciplined assessment of multi-year priorities and achievements and has resulted in proper alignment of compensation and performance, and
|
•
|
There is a greater risk of misaligning incentives and creating unintended consequences with a formulaic approach than the current approach of carefully considering a broader spectrum of factors relative to overall performance. We believe history has shown there are as many disadvantages to shareholders as advantages to formulaic pay plans.
|
|
•
|
The Board of Directors, through the Compensation & Management Development Committee, oversees our compensation programs, including the overall incentive pools, percentage paid in cash and stock, and the equity award terms and conditions.
|
•
|
The Compensation & Management Development Committee approves compensation for members of the Operating Committee, and for the CEO makes a recommendation to the Board for its ratification. No member of the Operating Committee other than the CEO (as described at page
18
) has a role in making a recommendation to the Compensation & Management Development Committee as to the compensation of any member of the Operating Committee.
|
•
|
In addition to approving compensation for Operating Committee members, the Compensation & Management Development Committee approves the formula, pool calculation and performance goals for the shareholder-approved Key Executive Performance Plan (“KEPP”) as required by Section 162(m)(1) of the U.S. Internal Revenue Code. The Compensation & Management Development Committee does not require all compensation to be awarded in a tax-deductible manner, but it is their intent to do so when consistent with overall corporate objectives.
|
•
|
The Compensation & Management Development Committee also reviews line of business total incentive accruals versus performance throughout the year, approves final aggregate incentive funding, and approves total equity grants under the Firm’s long-term incentive plan and the terms and conditions for each type of award.
|
•
|
The Compensation & Management Development Committee also reviews the compensation of a number of highly compensated individuals globally, such as employees in the U.K. covered by regulations of the Financial Services
|
24
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
•
|
The Compensation & Management Development Committee each year reviews the Firm’s compensation programs with the Chief Risk Officer with the objective of ensuring that such compensation programs do not encourage unnecessary or excessive risk-taking. The Compensation & Management Development Committee also meets at least annually with one or more members of the Risk Policy Committee.
|
•
|
The Compensation & Management Development Committee has delegated authority to the Head of Human Resources Officer to administer and amend the compensation and benefits programs.
|
•
|
Internal Audit conducts regular, independent audits of the Firm’s compliance with its established policies and controls and applicable regulatory requirements regarding incentive compensation management. Audit findings are reported to appropriate levels of management, and all adversely-rated audits are reported to the Audit Committee of the Board of Directors.
|
•
|
The Compensation & Management Development Committee reviews and selects peer companies that either directly compete with us for business and/or talent or are global organizations in other industries with scope, size or other business and financial characteristics similar to JPMorgan Chase.
|
•
|
The Compensation & Management Development Committee does not target or benchmark compensation at any specific percentile or level paid by other companies, but rather considers compensation, including actual compensation levels typically available from public data provided by Human Resources management, among other factors when making determinations.
|
•
|
Because we view our executive officers as highly talented executives capable of rotating among the leadership positions of our businesses and key functions, we also place importance on the internal pay relationships among members of our Operating Committee.
|
•
|
The Compensation & Management Development Committee and Board of Directors did not engage the services of a compensation consultant in 2012; rather, the Firm’s Human Resources department provides the Compensation & Management Development Committee with both internal and external compensation data publicly available and from outside consultants, and updates throughout the year.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
25
|
•
|
Earnings recognition, where appropriate, reflects the inherent risks of positions taken to generate profits.
|
•
|
All LOBs are measured with earnings and balance sheets as though they were stand-alone companies. This approach is reflected in arms-length agreements and market-based pricing for revenue sharing among businesses, funds transfer pricing, expense allocations and capital allocations.
|
•
|
The use of risk-adjusted financial results in compensation arrangements seeks to ensure that longer-term risks are first quantified and then applied in current-year incentives. Therefore for certain risk, credit and other senior employees, incentive compensation in the current year would be appropriately affected by a number of factors, such as capital charges, valuation adjustments, reserving, and other factors resulting from the consideration of long-term risks.
|
•
|
Stringent recovery provisions are in place for incentive awards (cash and equity incentive compensation).
|
•
|
We also believe that providing the appropriate level of salary and annual cash incentive is important in ensuring that our senior officers are not overly focused on the short-term performance of our stock.
|
•
|
The majority of compensation plans at JPMorgan Chase address potential timing conflicts by including payment deferral features. Awards that are deferred into equity have multi-year vesting. By staggering the vesting of equity awards over time, the interests of employees to build long-term, sustainable performance (i.e., quality earnings) are better aligned with the long-term interests of both customers and shareholders.
|
•
|
Equity-based incentives for the majority of senior managers are granted in the form of RSUs and SARs.
|
•
|
RSU grants generally vest over three years, 50% after two years and 50% after three years or in accordance with applicable U.K. standards. RSUs carry no voting rights; however, dividend equivalents are paid on the RSUs at the time actual dividends are paid on shares of JPMorgan Chase common stock.
|
•
|
SARs become exercisable 20% per year over five years and any shares received upon exercise must be held for not less than five years from the grant date.
|
•
|
The grant price is not less than the average of the high and the low prices of JPMorgan Chase common stock on the grant date.
|
•
|
Grants made as part of the annual compensation process are generally awarded in January after earnings are released.
|
•
|
The Firm does not grant options with restoration rights and prohibits repricing of stock options and SARs.
|
•
|
Directors pledge to retain all shares of JPMorgan Chase while they serve as a director.
|
•
|
Operating Committee members are expected to establish and maintain a significant level of direct ownership. For Mr. Dimon and other members of the Operating Committee, after-tax shares they receive from equity-based
|
26
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
•
|
Executives are subject to these retention requirements during their service on the Operating Committee; any exceptions are subject to approval by the General Counsel.
|
•
|
The Firm’s percentage retention requirements result in NEOs being required to hold shares that have a value equal to a substantial multiple of their salaries. For Mr. Dimon, his share ownership, as shown in the Security Ownership table at page
15
, was substantially in excess of his required retention as of that date and his required retention was more than 20 times his base salary.
|
•
|
Operating Committee members and Directors: No hedging of the economic risk of their ownership of our shares is permitted, even for shares owned outright. No short sales, no hedging of unvested RSUs or unexercised options or SARs, and no hedging of deferred compensation.
|
•
|
Other employees: No short sales, no hedging of unvested RSUs or unexercised options or SARs, and no hedging of deferred compensation. If they own shares outright and can sell them, they are permitted to hedge them, subject to compliance with window period policies that restrict transactions in JPMorgan Chase’s shares pending the release of earnings and applicable preclearance rules.
|
•
|
The Firm may seek repayment of cash and equity incentive compensation in the event of a material restatement of the Firm’s financial results for the relevant period under our recoupment policy adopted in 2006.
|
•
|
Equity awards are subject to the Firm’s right to cancel an unvested or unexercised award, and to require repayment of the value of certain shares distributed under awards already vested if:
|
—
|
the employee is terminated for cause or could have been terminated for cause,
|
—
|
the employee engages in conduct that causes material financial or reputational harm,
|
—
|
the Firm determines that the award was based on materially inaccurate performance metrics,
|
—
|
the award was based on a material misrepresentation by the employee, or
|
—
|
for members of the Operating Committee and Tier 1 employees, such employees improperly or with gross negligence fail to identify, raise, or assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks material to the Firm or its business activities.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
27
|
•
|
The executive’s performance in relation to the priorities for the executive’s position, or the Firm’s performance in relation to the priorities for which the executive shares responsibility as a member of the Operating Committee, have been unsatisfactory for a sustained period of time (the “performance determination condition”)
|
•
|
Annual pre-provision net income reported at the Firm level is negative for any calendar year ending during the vesting period
|
•
|
Awards granted to participants in a Line of Business, for which the executive exercises, or during the vesting period exercised direct or indirect responsibility, were in whole or in part cancelled because the Line of Business did not meet its annual Line of Business Financial Threshold
1
|
•
|
No golden parachutes for any executives.
|
•
|
No employment contracts other than occasional exceptions upon hire
2
. No change-in-control agreements.
|
•
|
No special severance programs for Operating Committee members; the Firm’s policy limits severance to a maximum of 52 weeks salary based on years of service.
|
•
|
Equity award terms provide that awards continue to vest on the original schedule, without acceleration and subject to additional restrictions, for employees who have resigned and meet the Firm’s full-career eligibility requirements.
|
2
|
Some jurisdictions outside the U.S. require that employees be provided a document that sets out the basic terms of that employment which may be referred to as an employment agreement.
|
28
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
•
|
No pension credits for incentives.
|
•
|
No 401(k) Savings Plan matching contributions for any senior executive.
|
•
|
No special medical, dental, insurance or disability benefits for executives. The higher an executive’s compensation, the higher the premiums they pay.
|
•
|
No private club dues, car allowances, financial planning, tax gross-ups for benefits.
|
•
|
Voluntary deferred compensation program is limited to a maximum individual contribution of $1 million annually, with a $10 million lifetime cap for cash deferrals made after 2005.
|
|
The Compensation Discussion and Analysis is intended to describe our 2012 performance, the compensation decisions for our Named Executive Officers and the Firm’s philosophy and approach to compensation. The following tables at pages 30-36 present additional information required in accordance with SEC rules, including the Summary Compensation Table.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
29
|
|
Name and principal position
|
Year
|
|
Salary ($)
1
|
|
|
Bonus ($)
2
|
|
|
Stock
awards ($)
3
|
|
|
Option awards ($)
3
|
|
|
Change in
pension value
and non-
qualified
deferred
compensation
earnings ($)
4
|
|
|
All other
compen-
sation ($)
|
|
|
|
Total ($)
|
|
||||||||
James Dimon
|
2012
|
|
$
|
1,500,000
|
|
|
$
|
0
|
|
|
$
|
12,000,000
|
|
|
$
|
5,000,000
|
|
|
$
|
46,993
|
|
|
$
|
170,020
|
|
5
|
$
|
18,717,013
|
|
||
Chairman and CEO
|
2011
|
|
1,416,667
|
|
|
4,500,000
|
|
|
12,000,000
|
|
|
5,000,000
|
|
|
45,471
|
|
|
143,277
|
|
|
23,105,415
|
|
|||||||||
|
2010
|
|
1,000,000
|
|
|
5,000,000
|
|
|
7,952,400
|
|
|
6,244,300
|
|
|
39,965
|
|
|
579,624
|
|
|
20,816,289
|
|
|||||||||
Douglas L. Braunstein
|
2012
|
|
750,000
|
|
|
2,125,000
|
|
|
4,350,000
|
|
|
1,500,000
|
|
|
1,812,984
|
|
|
0
|
|
|
10,537,984
|
|
|||||||||
Vice Chairman (Former Chief Financial Officer)
|
2011
|
|
720,833
|
|
|
2,900,000
|
|
|
5,760,000
|
|
|
2,016,900
|
|
|
1,640,092
|
|
|
0
|
|
|
13,037,825
|
|
|||||||||
2010
|
|
383,333
|
|
|
3,840,000
|
|
|
10,080,000
|
|
|
934,100
|
|
|
1,431,272
|
|
|
0
|
|
|
16,668,705
|
|
||||||||||
Mary Callahan Erdoes
|
2012
|
|
750,000
|
|
|
4,900,000
|
|
|
7,050,000
|
|
|
2,000,000
|
|
|
45,836
|
|
|
0
|
|
|
14,745,836
|
|
|||||||||
CEO Asset Management
|
2011
|
|
729,167
|
|
|
4,700,000
|
|
|
6,900,000
|
|
|
3,025,400
|
|
|
38,352
|
|
|
0
|
|
|
15,392,919
|
|
|||||||||
2010
|
|
483,333
|
|
|
4,600,000
|
|
|
4,677,900
|
|
|
1,101,900
|
|
|
29,485
|
|
|
0
|
|
|
10,892,618
|
|
||||||||||
Daniel E. Pinto
6,7
|
2012
|
|
751,631
|
|
|
8,125,000
|
|
8
|
|
7,145,400
|
|
|
730,000
|
|
|
0
|
|
|
257,766
|
|
9
|
|
17,009,797
|
|
|||||||
Co-CEO Corporate & Investment Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Matthew E. Zames
6
|
2012
|
|
750,000
|
|
|
6,100,000
|
|
|
9,012,000
|
|
|
730,000
|
|
|
12,301
|
|
|
0
|
|
|
16,604,301
|
|
|||||||||
Co-Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Salary reflects the actual amount paid in each year.
|
2
|
Includes amounts awarded, whether paid or deferred. Cash incentive compensation reflects compensation for the period presented, which was awarded in the following year.
|
3
|
Includes amounts awarded during the year shown. Amounts are the fair value on the grant date (or, if no grant date was established, on the award date). The Firm’s accounting for employee stock-based incentives (including assumptions used to value employee stock options and SARs) granted during the years ended December
2012
,
2011
and
2010
is described in Note 10 to the Firm’s Consolidated Financial Statements in the
2012
Annual Report at pages 241–243.
|
4
|
Amounts are the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit and actuarial pension plans (including supplemental plans) for the respective years shown. Amounts shown also include earnings in excess of 120% of the applicable federal rate on deferred compensation balances where the rate of return is not calculated in the same or in a similar manner as earnings on hypothetical investments available under the Firm’s qualified plans: Mr. Braunstein, $1,580,231, $
1,431,889
and $1,296,173, in 2012, 2011 and 2010, respectively.
|
5
|
The All other compensation column for Mr. Dimon includes: $64,437 for personal use of aircraft; $37,113 for personal use of cars; $68,379 for the cost of residential and related security paid by the Firm; and $91 for the cost of life insurance premiums paid by the Firm (for basic life insurance coverage equal to one times salary up to a maximum of $100,000, which program covers all benefit-eligible employees).
|
•
|
Aircraft: operating cost per flight hour for the aircraft type used, developed by an independent reference source, including fuel, fuel additives and lubricants; landing and parking fees; crew expenses; small supplies and catering; maintenance, labor and parts; engine restoration costs; and a maintenance service plan.
|
•
|
Cars: annual lease valuation of the assigned cars; annual insurance premiums; fuel expense; estimated annual maintenance; and annual drivers’ compensation, including salary, overtime, benefits and bonus. The resulting total is allocated between personal and business use based on mileage.
|
6
|
Mr. Pinto and Mr. Zames were not Named Executive Officers in 2011 and 2010.
|
7
|
Mr. Pinto is located in London and his annual salary is designated as £475,000, paid monthly. The blended applicable spot rate used to convert Mr. Pinto’s salary to U.S. dollars for the twelve months in 2012 was 1.58238 U.S. dollars per pound sterling.
|
30
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
8
|
Under rules applicable in the U.K., a portion (60%) of Mr. Pinto’s cash bonus shown in this table was deferred, with half of the deferred amount payable at the end of 18 months and the balance payable at the end of three years. Such mandatory deferral is subject to terms and conditions similar to those for RSUs. Until paid, such amounts accrue interest.
|
9
|
The All other compensation column for Mr. Pinto includes: $21,433 in employer contributions to a non U.S. defined contribution plan and $236,333 for interest accrued on balances from mandatory bonus deferrals prior to 2013. During 2012, the applicable rate of interest on mandatory deferral balances was 2.75% for the first six months and 2.17% for the last six months of 2012.
|
Name
|
Grant date
|
|
Approval
date
|
|
Stock awards
|
|
Option awards
|
|
Grant date fair
value ($)
|
|
|||||||||||
|
Number of
shares of
stock or
units (#)
2
|
|
|
Number of
securities
underlying
options (#)
3
|
|
|
Exercise
price
($/Sh)
|
|
|
Closing price on option grant date
($/Sh)
|
|
|
|||||||||
James Dimon
|
1/18/2012
|
|
1/17/2012
|
|
337,032
|
|
|
|
|
|
|
|
|
|
|
$
|
12,000,000
|
|
|||
|
1/18/2012
|
|
1/17/2012
|
|
|
|
|
562,430
|
|
|
$
|
35.61
|
|
|
$
|
36.54
|
|
|
5,000,000
|
|
|
Douglas L. Braunstein
|
1/18/2012
|
|
1/17/2012
|
|
122,174
|
|
|
|
|
|
|
|
|
|
4,350,000
|
|
|||||
|
1/18/2012
|
|
1/17/2012
|
|
|
|
|
168,729
|
|
|
35.61
|
|
|
36.54
|
|
|
1,500,000
|
|
|||
Mary Callahan Erdoes
|
1/18/2012
|
|
1/17/2012
|
|
198,006
|
|
|
|
|
|
|
|
|
|
7,050,000
|
|
|||||
|
1/18/2012
|
|
1/17/2012
|
|
|
|
|
224,972
|
|
|
35.61
|
|
|
36.54
|
|
|
2,000,000
|
|
|||
Daniel E. Pinto
|
1/18/2012
|
|
1/17/2012
|
|
200,684
|
|
|
|
|
|
|
|
|
|
|
7,145,400
|
|
||||
|
1/18/2012
|
|
1/17/2012
|
|
|
|
|
82,115
|
|
|
35.61
|
|
|
36.54
|
|
|
730,000
|
|
|||
Matthew E. Zames
|
1/18/2012
|
|
1/17/2012
|
|
253,111
|
|
|
|
|
|
|
|
|
|
9,012,000
|
|
|||||
|
1/18/2012
|
|
1/17/2012
|
|
|
|
|
82,115
|
|
|
35.61
|
|
|
36.54
|
|
|
730,000
|
|
1
|
Effective January 17, 2013, the Firm awarded RSU awards and stock-settled SARs as part of the 2012 annual incentive compensation. Because these awards were granted in 2013, they do not appear in this table, which is required to include only equity awards actually granted during 2012. These awards are reflected in the “Salary and incentive compensation” table at page
23
.
|
2
|
For all Named Executive Officers except Mr. Pinto, the RSUs vest in two equal installments on January 13, 2014 and 2015. For Mr. Pinto, 84,374 RSUs vested on the grant date, 58,155 RSUs vest on July 25, 2013 and 58,155 RSUs vest on January 13, 2015; these RSUs are subject to a 6-month hold period post-vesting. Each RSU represents the right to receive one share of common stock on the vesting date and non-preferential dividend equivalents, payable in cash, equal to any dividends paid during the vesting period. RSUs have no voting rights.
|
3
|
These SARs will become exercisable 20% per year over the five-year period from the date of grant. Shares resulting from exercise must be held at least five years from the grant date.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
31
|
|
|
Option awards
|
|
Stock awards
|
|
|||||||||||||||||||||
Name
|
|
Number of
securities underlying unexercised options: # exercisable 1 |
|
|
Number of
securities
underlying
unexercised
options: #
unexercisable
1
|
|
|
Option
exercise
price ($)
|
|
|
Option
expiration
date
|
|
Option grant
date
2
|
|
Number of
shares or units of stock that have not vested (#) |
|
|
Market value
of shares or
units of stock
that have not
vested ($)
1
|
|
|
Stock award
grant date
2
|
|
||||
James Dimon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
600,481
|
|
|
—
|
|
|
$
|
37.47
|
|
|
1/20/2015
|
|
1/20/2005
|
a
|
—
|
|
|
|
|
|
|
||||
|
|
—
|
|
|
2,000,000
|
|
|
39.83
|
|
|
1/22/2018
|
|
1/22/2008
|
b
|
—
|
|
|
|
|
|
|
|||||
|
|
225,424
|
|
|
338,138
|
|
|
43.20
|
|
|
1/20/2020
|
|
2/3/2010
|
c
|
97,852
|
|
|
|
|
2/3/2010
|
a
|
|||||
|
|
73,475
|
|
|
293,902
|
|
|
47.73
|
|
|
2/16/2021
|
|
2/16/2011
|
c
|
251,415
|
|
|
|
|
2/16/2011
|
a
|
|||||
|
|
—
|
|
|
562,430
|
|
|
35.61
|
|
|
1/18/2022
|
|
1/18/2012
|
c
|
337,032
|
|
|
|
|
|
1/18/2012
|
a
|
||||
Total awards (#)
|
|
899,380
|
|
|
3,194,470
|
|
|
|
|
|
|
|
|
686,299
|
|
|
$
|
30,176,567
|
|
|
|
|
||||
Market value of in-the-money options ($)
|
|
$
|
4,076,703
|
|
|
$
|
13,242,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Douglas L. Braunstein
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
100,000
|
|
|
—
|
|
|
$
|
34.78
|
|
|
10/20/2015
|
|
10/20/2005
|
d
|
—
|
|
|
|
|
|
|
||||
|
|
200,000
|
|
|
—
|
|
|
45.79
|
|
|
10/18/2017
|
|
10/18/2007
|
c
|
—
|
|
|
|
|
|
|
|||||
|
|
120,000
|
|
|
120,000
|
|
|
19.49
|
|
|
1/20/2019
|
|
1/20/2009
|
c
|
—
|
|
|
|
|
|
|
|||||
|
|
30,000
|
|
|
45,000
|
|
|
43.20
|
|
|
1/20/2020
|
|
1/20/2010
|
c
|
116,681
|
|
|
|
|
1/20/2010
|
a
|
|||||
|
|
30,769
|
|
|
123,078
|
|
|
44.29
|
|
|
1/19/2021
|
|
1/19/2011
|
c
|
130,067
|
|
|
|
|
1/19/2011
|
a
|
|||||
|
|
—
|
|
|
168,729
|
|
|
35.61
|
|
|
1/18/2022
|
|
1/18/2012
|
c
|
122,174
|
|
|
|
|
|
1/18/2012
|
a
|
||||
Total awards (#)
|
|
480,769
|
|
|
456,807
|
|
|
|
|
|
|
|
|
368,922
|
|
|
$
|
16,221,500
|
|
|
|
|
||||
Market value of in-the-money options ($)
|
|
$
|
3,879,700
|
|
|
$
|
4,382,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Mary Callahan Erdoes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
100,000
|
|
|
—
|
|
|
$
|
34.78
|
|
|
10/20/2015
|
|
10/20/2005
|
d
|
—
|
|
|
|
|
|
|
||||
|
|
200,000
|
|
|
—
|
|
|
46.79
|
|
|
10/19/2016
|
|
10/19/2006
|
d
|
—
|
|
|
|
|
|
|
|||||
|
|
200,000
|
|
|
—
|
|
|
45.79
|
|
|
10/18/2017
|
|
10/18/2007
|
c
|
—
|
|
|
|
|
|
|
|||||
|
|
300,000
|
|
|
200,000
|
|
|
19.49
|
|
|
1/20/2019
|
|
1/20/2009
|
c
|
—
|
|
|
|
|
|
|
|||||
|
|
39,780
|
|
|
59,673
|
|
|
43.20
|
|
|
1/20/2020
|
|
2/3/2010
|
c
|
57,560
|
|
|
|
|
2/3/2010
|
a
|
|||||
|
|
46,154
|
|
|
184,616
|
|
|
44.29
|
|
|
1/19/2021
|
|
1/19/2011
|
c
|
155,809
|
|
|
|
|
1/19/2011
|
a
|
|||||
|
|
—
|
|
|
224,972
|
|
|
35.61
|
|
|
1/18/2022
|
|
1/18/2012
|
c
|
198,006
|
|
|
|
|
1/18/2012
|
a
|
|||||
Total awards (#)
|
|
885,934
|
|
|
669,261
|
|
|
|
|
|
|
|
|
411,375
|
|
|
$
|
18,088,159
|
|
|
|
|
||||
Market value of in-the-money options ($)
|
|
$
|
8,293,631
|
|
|
$
|
6,822,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
|
|
Option awards
|
|
Stock awards
|
|
|||||||||||||||||||||
Name
|
|
Number of
securities underlying unexercised options: # exercisable 1 |
|
|
Number of
securities
underlying
unexercised
options: #
unexercisable
1
|
|
|
Option
exercise
price ($)
|
|
|
Option
expiration
date
|
|
Option grant
date
2
|
|
Number of
shares or
units of
stock that have not
vested (#)
|
|
|
Market value
of shares or
units of stock
that have not
vested ($)
1
|
|
|
Stock award
grant date
2
|
|
||||
Daniel E. Pinto
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
50,000
|
|
|
—
|
|
|
$
|
34.78
|
|
|
10/20/2015
|
|
10/20/2005
|
d
|
—
|
|
|
|
|
|
|
||||
|
|
100,000
|
|
|
—
|
|
|
46.79
|
|
|
10/19/2016
|
|
10/19/2006
|
d
|
—
|
|
|
|
|
|
|
|||||
|
|
200,000
|
|
|
—
|
|
|
45.79
|
|
|
10/18/2017
|
|
10/18/2007
|
c
|
—
|
|
|
|
|
|
|
|||||
|
|
300,000
|
|
|
200,000
|
|
|
19.49
|
|
|
1/20/2019
|
|
1/20/2009
|
c
|
—
|
|
|
|
|
|
|
|||||
|
|
34,000
|
|
|
51,000
|
|
|
43.20
|
|
|
1/20/2020
|
|
1/20/2010
|
c
|
133,934
|
|
|
|
|
1/20/2010
|
a
|
|||||
|
|
15,000
|
|
|
60,000
|
|
|
44.29
|
|
|
1/19/2021
|
|
1/19/2011
|
c
|
48,860
|
|
|
|
|
1/19/2011
|
e
|
|||||
|
|
—
|
|
|
82,115
|
|
|
35.61
|
|
|
1/18/2022
|
|
1/18/2012
|
c
|
116,310
|
|
|
|
|
1/18/2012
|
e
|
|||||
Total awards (#)
|
|
699,000
|
|
|
393,115
|
|
|
|
|
|
|
|
|
|
299,104
|
|
|
$
|
13,151,603
|
|
|
|
|
|||
Market value of in-the-money options ($)
|
|
$
|
7,829,680
|
|
|
$
|
5,621,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Matthew E. Zames
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
50,000
|
|
|
—
|
|
|
$
|
46.79
|
|
|
10/19/2016
|
|
10/19/2006
|
d
|
—
|
|
|
|
|
|
|
||||
|
|
100,000
|
|
|
—
|
|
|
45.79
|
|
|
10/18/2017
|
|
10/18/2007
|
c
|
—
|
|
|
|
|
|
|
|||||
|
|
—
|
|
|
200,000
|
|
|
19.49
|
|
|
1/20/2019
|
|
1/20/2009
|
c
|
—
|
|
|
|
|
|
|
|||||
|
|
34,000
|
|
|
51,000
|
|
|
43.20
|
|
|
1/20/2020
|
|
1/20/2010
|
c
|
134,044
|
|
|
|
|
1/20/2010
|
a
|
|||||
|
|
15,000
|
|
|
60,000
|
|
|
44.29
|
|
|
1/19/2021
|
|
1/19/2011
|
c
|
218,472
|
|
|
|
|
1/19/2011
|
a
|
|||||
|
|
—
|
|
|
82,115
|
|
|
35.61
|
|
|
1/18/2022
|
|
1/18/2012
|
c
|
253,111
|
|
|
|
|
1/18/2012
|
a
|
|||||
Total awards (#)
|
|
199,000
|
|
|
393,115
|
|
|
|
|
|
|
|
|
605,627
|
|
|
$26,629,419
|
|
|
|
||||||
Market value of in-the-money options ($)
|
|
$
|
26,180
|
|
|
$
|
5,621,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
Value based on $43.97, the closing price per share of our common stock on December 31, 2012.
|
2
|
The awards set forth in the table have the following vesting schedules:
|
a
|
2 equal installments in years 2 and 3
|
b
|
In January 2008, the Firm awarded Mr. Dimon up to 2 million SARs. The terms of this award are distinct from, and more restrictive than, other equity grants periodically awarded by the Firm. Effective January 2013, the Compensation Committee and Board of Directors determined that, while all the requirements for vesting of these awards have been met, vesting should be deferred for a period of up to 18 months (i.e. up to July 22, 2014), to enable the Firm to make progress against the Firm’s strategic priorities and performance goals, including remediation relating to the CIO matter. The SARs, which have a 10-year term, will become exercisable no earlier than July 22, 2014, and have an exercise price of $39.83 (the price of JPMorgan Chase common stock on the date of the grant). Vesting will be subject to a Board determination taking into consideration the extent of such progress and such other factors as it deems relevant. The expense related to this award is dependent on changes in fair value of the SARs through the date at which the award is finalized, and the cumulative expense is recognized ratably over the service period, which was initially assumed to be five years but, effective in the first quarter of 2013, has been extended to six and one-half years. The Firm recognized $5 million, $(4) million and $4 million in compensation expense in 2012, 2011 and 2010, respectively, for this award.
|
c
|
5 equal installments in years 1, 2, 3, 4 and 5
|
d
|
3 equal installments in years 3, 4 and 5
|
e
|
2 equal installments in 18 months and 36 months
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
33
|
|
Option awards
|
|
Stock awards
|
||||||||||
Name
|
Number of
shares acquired
on exercise (#)
|
|
|
Value
realized on
exercise ($)
1
|
|
|
Number of
shares acquired
on vesting (#)
|
|
|
Value
realized on
vesting ($)
2
|
|
||
James Dimon
|
462,000
|
|
|
$
|
4,312,909
|
|
|
97,852
|
|
|
$
|
3,476,192
|
|
Douglas L. Braunstein
|
—
|
|
|
—
|
|
|
188,531
|
|
|
6,697,564
|
|
||
Mary Callahan Erdoes
|
—
|
|
|
—
|
|
|
139,675
|
|
|
4,961,954
|
|
||
Daniel E. Pinto
|
—
|
|
|
—
|
|
|
380,115
|
|
|
13,490,547
|
|
||
Matthew E. Zames
|
100,000
|
|
|
1,752,000
|
|
|
246,951
|
|
|
8,772,934
|
|
1
|
Values were determined by multiplying the number of shares of our common stock to which the exercise of the options related by the difference between the per-share fair market value of our common stock on the date of exercise and the exercise price of the options.
|
2
|
Values were determined by multiplying the number of shares or units, as applicable, that vested by the per-share fair market value of our common stock on the vesting date.
|
Name
|
Plan name
|
|
Number of years of
credited service (#)
|
|
|
Present value of
accumulated
benefit ($)
|
|
|
James Dimon
|
Retirement Plan
|
|
12
|
|
|
$
|
117,993
|
|
|
Excess Retirement Plan
|
|
12
|
|
|
349,003
|
|
|
Douglas L. Braunstein
|
Retirement Plan
|
|
15
|
|
|
199,755
|
|
|
|
Excess Retirement Plan
|
|
15
|
|
|
12,724
|
|
|
|
Executive Retirement Plan
|
|
10
|
|
|
836,276
|
|
|
Mary Callahan Erdoes
|
Retirement Plan
|
|
16
|
|
|
236,007
|
|
|
|
Excess Retirement Plan
|
|
16
|
|
|
24,059
|
|
|
Daniel E. Pinto
|
—
|
|
—
|
|
|
—
|
|
|
Matthew E. Zames
|
Retirement Plan
|
|
8
|
|
|
51,486
|
|
34
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
Name
|
Aggregate earnings
(loss) in last
fiscal year ($)
1
|
|
|
Aggregate
balance at last
fiscal year–end ($)
|
|
|
||
James Dimon
|
$
|
573
|
|
|
$
|
139,085
|
|
|
Douglas L. Braunstein
|
2,074,288
|
|
|
25,735,166
|
|
2
|
||
Mary Callahan Erdoes
|
—
|
|
|
—
|
|
|
||
Daniel E. Pinto
|
479
|
|
|
18,155
|
|
|
||
Matthew E. Zames
|
—
|
|
|
—
|
|
|
1
|
The Deferred Compensation Plan allows participants to direct their deferrals among several investment choices, including JPMorgan Chase common stock; an interest income fund and the JPMorgan Chase general account of Prudential Insurance Company of America; and Hartford funds indexed to fixed income, bond, balanced, S&P 500, Russell 2000 and international portfolios. In addition, there are balances in deemed investment choices from heritage company plans that are no longer open to new deferrals including: Deferred Supplemental Income Benefit (“DSIB”) and a private equity alternative.
|
2
|
Includes Mr. Braunstein’s interest in DSIB. Had Mr. Braunstein commenced payment of his DSIB benefit at year-end 2012, he would have been entitled to an annual annuity of
$3,833,443
for fifteen years.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
35
|
Name
|
Termination reason
|
|
Severance and
other ($)
1
|
|
|
Acceleration/Continuation
of awards
|
|||||||||||
|
Option awards ($)
2
|
|
|
Stock awards ($)
2
|
|
|
Other deferred awards ($)
3
|
|
|||||||||
James Dimon
|
Involuntary without cause
|
|
$
|
300,000
|
|
|
$
|
1,027,171
|
|
|
$
|
30,176,567
|
|
|
$
|
—
|
|
|
Disability/Death/Resignation
|
|
—
|
|
|
2,054,343
|
|
|
30,176,567
|
|
|
—
|
|
||||
Douglas L. Braunstein
|
Involuntary without cause
|
|
369,231
|
|
|
293,658
|
|
|
16,221,500
|
|
|
—
|
|
||||
|
Disability/Death/Resignation
|
|
—
|
|
|
587,325
|
|
|
16,221,500
|
|
|
—
|
|
||||
Mary Callahan Erdoes
|
Involuntary without cause
|
|
376,923
|
|
|
391,466
|
|
|
18,088,159
|
|
|
—
|
|
||||
|
Disability/Death/Resignation
|
|
—
|
|
|
782,932
|
|
|
18,088,159
|
|
|
—
|
|
||||
Daniel E. Pinto
|
Involuntary without cause
|
|
447,521
|
|
|
150,386
|
|
|
13,151,603
|
|
|
7,787,545
|
|
||||
|
Disability/Death/Resignation
|
|
—
|
|
|
300,773
|
|
|
13,151,603
|
|
|
—
|
|
||||
Matthew E. Zames
|
Involuntary without cause
|
|
184,615
|
|
|
150,386
|
|
|
26,629,419
|
|
|
—
|
|
||||
|
Disability/Death
|
|
—
|
|
|
300,773
|
|
|
26,629,419
|
|
|
—
|
|
||||
|
Resignation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
1
|
Amounts shown represent severance under the Firm’s broad-based U.S. Severance Pay Plan or the U.K. discretionary redundancy policy in the case of Mr. Pinto. Base salary greater than $400,000 per year is disregarded for purposes of determining Eligible Compensation.
|
2
|
For employees in good standing who have resigned and have met “full-career eligibility” or other acceptable criteria, awards continue to vest over time on their original schedule. The awards shown represent RSUs and SARs that would continue to vest because the Named Executive Officers, other than Matthew E. Zames, have met the full-career eligibility criteria. The awards are subject to continuing post-employment obligations to the Firm during this period.
|
3
|
Amounts shown represent balances as of December 31, 2012, under the mandatory deferral of cash bonus applicable to Mr. Pinto under U.K. rules as described in Note 8 to the Summary Compensation Table at page
30
. For employees in good standing who have resigned and have met “full-career eligibility” or other acceptable criteria, mandatory cash deferral awards continue to vest over time on their original schedule; such awards would continue to vest because Mr. Pinto has met the full-career eligibility criteria. The mandatory cash deferral awards are subject to continuing post-employment obligations to the Firm during this period.
|
36
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
37
|
38
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
39
|
|
($ in millions)
|
|
2012
|
|
|
2011
|
|
|
||
Audit
|
|
$
|
59.5
|
|
|
$
|
56.1
|
|
1
|
Audit-related
|
|
24.1
|
|
|
23.4
|
|
1
|
||
Tax
|
|
8.9
|
|
|
7.5
|
|
|
||
All other
|
|
—
|
|
|
0.4
|
|
|
||
Total
|
|
$
|
92.5
|
|
|
$
|
87.4
|
|
|
1
|
Certain fees for 2011 have been reclassified between Audit and Audit-related to conform with the 2012 presentation.
|
40
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
|
|
•
|
To ensure that shareholders who have limited support for the action being proposed do not cause the Firm to incur unnecessary expense or disruption caused by a consent solicitation
, the proposed Amendment requires a minimum stock ownership threshold of 20% or more of the outstanding shares of our common stock,
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
41
|
•
|
To provide transparency
, any shareholders seeking to act by written consent would be required to provide the same information as would be required to propose a matter to be acted upon at a shareholder meeting or to nominate a director.
|
•
|
To ensure that the written consent is in compliance with applicable laws and is not duplicative
, the written consent process would not be available for a limited number of matters, specifically: (i) those matters that would not be a proper subject for shareholder action, (ii) if the request to set a record date is delivered during the period commencing 90 days prior to the first anniversary of the date of the notice of annual meeting for the immediately preceding annual meeting and ending on the earlier of the date of the next annual meeting and 30 calendar days after the first anniversary of the immediately preceding annual meeting, (iii) if an identical or substantially similar item (other than the election or removal of directors) was presented at a meeting of shareholders held not more than 12 months before the request for a record date is delivered, (iv) if an identical or substantially similar item consisting of the election or removal of directors was presented at a meeting of shareholders held not more than 90 days before the request for a record date was delivered, (v) if an identical or substantially similar item is included in the Firm’s notice of meeting for a meeting that has been called but not yet held, (vi) if the request to set a record date involved a violation of the federal proxy rules or other applicable law, or (vii) if sufficient written consents are not dated and delivered to the Firm prior to the first anniversary of the date of the notice of annual meeting for the immediately preceding annual meeting.
|
•
|
To provide the Board with a reasonable timeframe to properly evaluate and respond to a shareholder request
, the Amendment requires that the Board must act, with respect to a valid request, to set a record date by the later of (i) 20 days after delivery of a valid request to set a record date and (ii) five days after delivery by the shareholder(s) of any information requested by the Firm to determine the validity of the request for a record date or to determine whether the action to which the request relates may be effected by written consent. The record date must be no more than 10 days after the Board action to set a record date. Should the Board fail to set a record date by the required date, the record date is the date the first signed shareholder written consent is delivered to the Firm.
|
•
|
To ensure that shareholders have sufficient time to consider the proposal and any statements in opposition
, as well as to provide the Board the opportunity to present its views regarding the proposal and, in appropriate cases, to pursue superior options in a proposed change of control of the Firm, the proposed Amendment prohibits dating and delivering consents until 60 days after the delivery of a valid request to set a record date.
|
•
|
To protect against shareholder disenfranchisement
, consents must be solicited from all shareholders, giving each shareholder the right to consider and act on a proposal. This protection would eliminate the possibility that a group of shareholders could act without a public and transparent discussion of the merits of any proposed action, and without the input from all of our shareholders.
|
42
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
43
|
|
44
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
•
|
The Firm’s Presiding Director functions as a Lead Director, but the Board prefers the term Presiding Director to emphasize that all directors share equally in their responsibilities as members of the Board.
|
•
|
Our Presiding Director is annually appointed by the independent directors to serve a one-year term.
|
•
|
The Presiding Director:
|
◦
|
Presides at any meeting of the Board at which the Chairman is not present and at executive sessions of independent directors.
|
◦
|
May call meetings of independent directors.
|
◦
|
Approves Board meeting agendas and schedules for each Board meeting, and may add agenda items.
|
◦
|
Approves Board meeting materials for distribution to and consideration by the Board.
|
◦
|
Facilitates communication between the Chairman and CEO and independent directors.
|
◦
|
Will be available for consultation and communication with major shareholders where appropriate.
|
◦
|
Will perform such other functions as the Board may direct.
|
•
|
Independent directors comprise more than 90% of the Board and 100% of the Audit, Governance and Compensation Committees.
|
•
|
Board and Committee agendas are prepared based on discussions with all directors and recommendations of management.
|
•
|
Committee Chairs, all of whom are independent, approve agendas and materials for their committee meetings.
|
•
|
All directors are encouraged to request agenda items, additional information and/or modifications to schedules as they deem appropriate.
|
•
|
Independent directors regularly meet in executive session.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
45
|
•
|
better focused and clearer reporting of presentations to the Board’s Risk Policy Committee, with particular emphasis on the key risks for each line of business, identification of significant future changes to the business and its risk profile, and adequacy of staffing, technology and other resources;
|
•
|
clarifying to management the Board’s expectations regarding the capabilities, stature, and independence of the Firm’s risk management personnel;
|
•
|
more systematic reporting to the Risk Policy Committee on significant model risk, model approval and model governance, on setting of significant risk limits and responses to significant limit excessions, and with respect to regulatory matters requiring attention;
|
•
|
further clarification of the Risk Policy Committee’s role and responsibilities, and more coordination of matters presented to the Risk Policy Committee and the Audit Committee;
|
•
|
concurrence by the Risk Policy Committee in the hiring or firing of the Chief Risk Officer and that it be consulted with respect to the setting of such Chief Risk Officer’s compensation; and
|
•
|
staff with appropriate risk expertise be added to the Firm’s Internal Audit function and that Internal Audit more systematically include the risk management function in its audits.
|
|
46
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
•
|
JPMorgan Chase pays a significant portion of our executive compensation in equity-based long-term incentives.
|
•
|
After-tax shares received from equity-based awards, including options, are subject to a 75% retention requirement during the first 10 years from grant date and 50% thereafter.
|
•
|
Half of unvested RSUs (the approximate after-tax equivalent) are included as part of both the ownership and the retention calculation.
|
•
|
Executives are subject to these retention requirements during their service on the Operating Committee; the General Counsel may approve exceptions in cases of unforeseen or unusual personal circumstances.
|
•
|
RSU awards generally vest over three years, 50% after two years and 50% after three years or in accordance with applicable U.K. standards. Stock appreciation rights awarded periodically become exercisable 20% per year over five years, and shares acquired upon exercise generally must be held for at least five years from the grant date.
|
•
|
After termination of employment, the RSUs continue to vest according to the same schedules and shares acquired upon exercise of SARs remain subject to the five year hold requirement.
|
•
|
These vesting and hold provisions render a significant portion of the equity compensation at risk for a period of years after leaving the Firm.
|
—
|
the employee is terminated for cause or the Firm determines after termination that the employee could have been terminated for cause,
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
47
|
—
|
the employee engages in conduct that causes material financial or reputational harm to the Firm or its business activities,
|
—
|
the Firm determines that the award was based on materially inaccurate performance metrics, whether or not the employee was responsible for the inaccuracy,
|
—
|
the award was based on a material misrepresentation by the employee,
|
—
|
and for members of the Operating Committee and Tier 1 employees (senior employees with primary responsibility for risk positions and risk management), such employees improperly or with gross negligence fail to identify, raise, or assess, in a timely manner and as reasonably expected, risks and/or concerns with respect to risks material to the Firm or its business activities.
|
|
1.
|
Investors do not want their investments to help fund genocide.
|
a)
|
While reasonable people may disagree about socially responsible investing, few want their investments to help fund genocide.
|
b)
|
KRC Research’s 2010 study showed 88% of respondents want their mutual funds to be genocide-free.
|
c)
|
Millions of investors have voted for genocide-free investing proposals similar to this one, submitted by supporters of Investors Against Genocide, despite active management opposition.
|
d)
|
In 2012, a genocide-free investing proposal passed decisively, 59.2% to 10.8% with 29.9% abstaining.
|
2.
|
JPMorgan exercises investment discretion over its own assets and, through investment management contracts, the funds it manages.
|
3.
|
The example of PetroChina shows that current policies inadequately support genocide-free investing because JPMorgan and funds it manages:
|
a)
|
Are large shareholders of PetroChina, reporting beneficial ownership of 1,270,814,386 shares, worth $1.6 billion, on October 9, 2012. PetroChina, through its controlling shareholder, China National Petroleum Company, is Sudan’s largest business partner, thereby helping fund ongoing government-sponsored genocide and crimes against humanity.
|
b)
|
Claims its “business practices reflect our support and respect for the protection of fundamental human rights and the prevention of crimes against humanity” and use “extensive risk management processes and procedures to consider human rights,” yet continues to increase holdings of PetroChina years after learning of PetroChina’s connection to genocide, an inherent risk factor.
|
48
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
c)
|
Made investments in PetroChina that, while legal, are inconsistent with U.S. sanctions explicitly prohibiting transactions relating to Sudan’s petroleum industry.
|
4.
|
Individuals owning JPMorgan and its funds, may inadvertently be invested in companies that help support genocide. With no policy preventing these investments, JPMorgan may increase holdings in problem companies without warning.
|
5.
|
As a signatory to the UN Principles for Responsible Investment, JPMorgan agrees to:
|
a)
|
“incorporate ESG issues into investment analysis and decision-making processes” and
|
b)
|
“better align investors with broader objectives of society.”
|
6.
|
No sound reasons prevent having a genocide-free investing policy because:
|
a)
|
Ample alternative investments exist.
|
b)
|
Avoiding problem companies need not have a significant effect on investment performance, as shown in Gary Brinson’s classic asset allocation study.
|
c)
|
Appropriate disclosure can address any legal concerns regarding the exclusion of problem companies.
|
d)
|
Management can easily obtain independent assessments to identify companies connected to genocide.
|
e)
|
Other large financial firms such as T. Rowe Price and TIAA-CREF have avoided investments connected to genocide by divesting problem companies such as PetroChina.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
49
|
|
1.
|
Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
|
2.
|
Payments by JPMorgan used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.
|
3.
|
JPMorgan’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.
|
4.
|
Description of the decision making process and oversight by management and the Board for making payments described in sections 2 and 3 above.
|
50
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
51
|
|
52
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
53
|
54
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
55
|
Appendix A:
|
||
Appendix B:
|
||
Appendix C:
|
||
Appendix D:
|
||
Appendix E:
|
||
Appendix F:
|
||
Appendix G:
|
56
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
Criteria/functions
|
|
Chairman
|
|
Presiding Director
|
|
Committee Chairs
|
Independence
|
|
CEO serves as Chairman
|
|
Independent
|
|
Independent
|
Appointment
|
|
Annually elected by Board (more than 90% of Board is independent)
|
|
Annually appointed by the independent directors
|
|
Annually appointed by Board
|
Preside at meetings
|
|
Board and shareholder meetings
|
|
Executive sessions of independent directors, generally held as part of each Board meeting, and Board meetings when Chairman is not present
|
|
Respective committee meetings
|
Authority to call meetings
|
|
Board and shareholder meetings
|
|
Meetings of independent directors; Board meetings may be called by a majority of Board
|
|
Respective committee meetings
|
Meetings, schedules, agendas and materials
|
|
Prepares based on discussion with all directors and management
|
|
Approves Board meeting agendas and schedules, may add agenda items in his or her discretion and approves Board meeting materials for distribution to and consideration by the Board
|
|
Approve agendas and materials for respective committee meetings
|
Liaison
|
|
Between directors and senior management
|
|
Between independent directors and senior management, including CEO, but all directors also have direct access to senior management, including CEO
|
|
Between committee members and Board, and between committee members and senior management, including CEO
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
57
|
Relationship
|
|
Requirements for immateriality
|
Loans
|
|
Extensions of credit to a director, a director’s spouse, minor children and any other relative of the director who shares the director’s home or who is financially dependent on the director, or any such person’s principal business affiliations must be made in the ordinary course of business and on substantially similar terms as those that would be offered to comparable counterparties in similar circumstances.
Extensions of credit to such persons or entities must comply with applicable law, including the Sarbanes-Oxley Act of 2002 and Federal Reserve Board Regulation O.
The extension of credit may not be on a non-accrual basis.
|
Financial services
|
|
Financial services provided to a director, a director’s spouse, minor children and any other relative of the director who shares the director’s home or who is financially dependent on the director, or any such person’s principal business affiliations must be made in the ordinary course of business on substantially similar terms as those that would be offered to comparable counterparties in similar circumstances.
|
Business transactions
|
|
Transactions between the Firm and a director’s or a director’s immediate family member’s principal business affiliations for property or services, or other contractual arrangements, must be made in the ordinary course of business and on substantially similar terms as those that would be offered to comparable counterparties in similar circumstances.
For transactions between the Firm and an entity for which a director is an employee, or a director’s immediate family member serves as an executive officer, the aggregate payments made by the other entity to the Firm, or received by the other entity from the Firm, must not exceed in any one of its last three fiscal years, the greater of $1 million or 2% of such other entity’s annual consolidated gross revenues.
|
Charitable contributions
|
|
The aggregate contributions made by the Firm (directly or through its Foundation) to any non-profit organization, foundation or university of which a director is employed as an officer must not exceed in any one of its last three fiscal years, the greater of $1 million or 2% of such entity’s annual consolidated gross revenues, excluding amounts contributed to match contributions made by employees.
|
Legal services
|
|
Where a director is a partner or associate of, or of counsel to, a law firm that provides legal services to the Firm, neither the director nor a director’s immediate family member may provide such legal services to the Firm.
The aggregate payments made by the Firm to the law firm must not exceed the greater of $1 million or 2% of the law firm’s annual consolidated gross revenue in each of the three past fiscal years.
|
Director is a retired officer or a non-management director of an entity that does business with the Firm
|
|
The relationship between the Firm and the entity will not be deemed relevant unless the Board determines otherwise.
|
58
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
A focus on multi-year, long-term, risk-adjusted performance and rewarding behavior that generates sustained value for the Firm through business cycles means compensation should not be overly rigid, formulaic or short-term oriented.
|
|
Compensation programs should be designed as much as possible to allow for the Firm to exercise discretion and retain flexibility in compensation decisions. Multi-year guarantees should be kept to an absolute minimum. More generally, the assessment of performance should not be overly formulaic and should not overemphasize any single financial measure or single year, as that can result in unhealthy incentives and lead to unintended, undesirable results.
Performance should be considered using a broad-based evaluation of people and their contributions to ensure that the right results are being encouraged. Factors such as integrity, compliance, institutionalizing customer relationships, recruiting and training a diverse, outstanding workforce, building better systems, innovation, and other outcomes should be included. Performance feedback should be obtained from multiple sources across the Firm to ensure it is both balanced and comprehensive.
Commission-based incentives generally should be limited.
In a fiduciary business, certain roles are evaluated solely on individual and business unit results. In addition, some of these roles are paid long-term compensation with incentives linked directly to their investment strategies in order to more fully align their interests with those of the clients.
|
An emphasis on teamwork and a “shared success” culture should be encouraged and rewarded.
|
|
Contributions should be considered across the Firm, within business units, and at an individual level when evaluating an employee’s performance.
Performance should be based on realized profits and risk-adjusted returns that add to the long-term value of the franchise, rather than just revenues. We adjust financial performance for risk and use of the Firm’s capital.
|
A significant stock component (with deferred vesting) should create a meaningful ownership stake in the Firm, shareholder alignment and retention of top talent.
|
|
A significant percentage of incentive compensation should be in stock that vests over multiple years.
As the decision-making authority, importance, and impact of an employee’s role increases, a greater portion of total compensation should be awarded in stock.
A proper balance between annual compensation and longer-term incentives should clearly delineate the importance of sustainable, realizable value. At JPMorgan Chase:
Our Board of Directors is paid a majority of their compensation in stock and our directors have agreed not to sell any shares of stock (including any open market purchases) for as long as they serve on the Board.
Senior executives receive at least 50% (and in some cases, substantially more) of their incentive compensation in stock.
The officers who make up our Operating Committee are generally required to hold 75% of compensation-related stock awards until retirement, subject to the Firm’s share retention policy.
Executives cannot short or hedge our stock, and even after retirement, executives typically continue to have substantial holdings of company stock.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
59
|
Disciplined risk management, compensation recovery, and recovery policies should be robust enough to deter excessive risk-taking and strike balance in the delivery of compensation.
|
|
Recoupment policies should go beyond the Sarbanes-Oxley Act of 2002 and other minimum requirements and include recovery of compensation paid for earnings that were never ultimately realized, or if it is determined that compensation was based on materially inaccurate performance metrics or a misrepresentation by an employee. We have in place recovery provisions for “cause” terminations, misconduct, detrimental behavior, and actions causing financial or reputational harm to the Firm or its business activities. For members of the Operating Committee and senior employees with primary responsibility for risk positions and risk management, the Firm may cancel or require repayment of shares if employees failed to properly identify, raise, or assess risks material to the Firm or its business activities.
|
Competitive and reasonable compensation should help attract and retain the best talent necessary to grow and sustain our business.
|
|
Our long-term success depends in very large measure on the talents of our employees. Our compensation system plays a significant role in our ability to attract, motivate, and retain the highest quality management team and diverse workforce.
Compensation should have an acute focus on meritocracy, shareholder alignment, sensitivity to the relevant market place, and disciplined processes to ensure it remains above reproach and can help build lasting value for our clients.
For employees in good standing who have resigned and meet “full-career eligibility” or other acceptable criteria, awards generally should continue to vest over time on their original schedule and be subject to continuing post-employment obligations to the Firm during this period.
|
Strict limits and prohibitions eliminate executive perquisites, special executive retirement benefits, special severance plans and golden parachutes.
|
|
An executive’s compensation should be straightforward and consist primarily of cash and equity.
We do not maintain special supplemental retirement or other special benefits just for executives.
The Firm generally has not had any change in control agreements, golden parachutes, merger bonuses, or other special severance benefit arrangements for executives.
|
Independent Board oversight of the Firm’s compensation practices and principles and their implementation should ensure proper governance and regulatory compliance.
|
|
Our Compensation & Management Development Committee, which includes only independent directors, reviews and approves the Firm’s overall compensation philosophy, principles, and practices.
The Committee reviews the Firm’s compensation practices as they relate to risk and risk management in light of the Firm’s objectives, including its safety and soundness and the avoidance of excessive risk.
The Committee reviews and approves the terms of our compensation award programs, including recovery provisions, restrictive covenants and vesting periods.
The Committee reviews and approves the Firm’s overall incentive compensation pools and reviews those of each of the Firm’s Lines of Businesses and of the Corporate Sector.
The Committee reviews the performance and approves all compensation awards for the Firm’s Operating Committee on a name-by-name basis.
The full Board’s independent directors review the performance and approve the compensation of our CEO.
|
60
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
Compensation element
|
|
Description
|
|
Other features
|
Base salary
|
|
The fixed portion of total compensation that provides a measure of certainty and predictability to meet certain living and other financial commitments.
Typically the smallest component of total compensation for NEOS, members of the Operating Committee and other members of senior management.
|
|
Reviewed periodically and subject to increase if, among other reasons, the executive acquires material additional responsibilities, or the market changes substantially.
|
Annual variable compensation
|
|
Performance based incentives which can vary significantly from year to year.
JPMorgan Chase’s principal discretionary incentive arrangement, which covers the majority of employees across virtually all of our LOBs.
|
|
The Firm views incentive compensation in the context of total compensation and does not establish target levels of incentive compensation as a percentage of the relevant employees’ annual base compensation.
|
– Short-term
incentives
|
|
The cash portion of total incentive paid shortly following the performance year, generally in January.
|
|
Subject to fixed percentage based on total incentive amount.
|
– Long-term
incentives
|
|
The equity portion awarded in the form of RSUs and SARs settled in shares only, determined by a mandatory deferral percentage representing a portion of the entire incentive award.
|
|
50% of the RSU portion of the award vests on the second anniversary of the grant date and 50% vests on the third anniversary of the grant date.
SAR awards become exercisable ratably on each of the first five anniversaries of the grant date and shares received upon exercise must be held for at least five years after the grant date.
Shares received upon vesting or exercise are subject to the retention policy applicable to senior management described at page 26.
Equity-related compensation for Operating Committee members is subject to further restriction and recovery as described at page 27.
|
Deferred compensation
|
|
Eligible employees can voluntarily defer up to the lesser of 90% of their annual cash incentive or $1,000,000.
|
|
Beginning in 2005 a lifetime $10,000,000 cap on future cash deferrals was instituted.
Deferred amounts are credited to various unfunded hypothetical investment options, generally index funds, at the executive’s election.
|
Pension and retirement
|
|
Firm-wide qualified cash balance pension plan with credits based on first $100,000 of base salary only.
Firm-wide qualified 401(k) Savings Plan with dollar for dollar company match up to 5% of eligible compensation for participants.
|
|
Incentive awards not eligible for pension credits.
Officers with a base salary and cash incentives equal to or greater than $250,000, including all Operating Committee members, receive no Firm matching contribution in the 401(k) Savings Plan.
Paid in lump sum or annuity following retirement.
|
Health and welfare benefits
|
|
Firm-wide benefits such as life insurance, medical and dental coverage, and disability insurance.
|
|
No special programs for senior executives.
In medical and dental plans, the higher the employee’s compensation, the higher the employee’s portion of the premium.
|
Severance plan
|
|
Firm-wide severance pay plan providing up to 52 weeks of base salary, based on years of service.
Base salary greater than $400,000 per year is disregarded for purposes of determining Eligible Compensation.
|
|
Continued eligibility for certain health and welfare plan benefits during severance pay period.
Benefits paid in a lump sum payment following termination of employment, contingent on release of claims and restrictive covenants.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
61
|
•
|
Return on equity:
Return on common equity (“ROE”) was 11% for the year, compared with 11% in the prior year, and return on tangible common equity was 15% for the year, unchanged from 2011. Tangible book value per share was $38.75, an increase of
15%
over the prior year.
|
•
|
Fortress balance sheet:
The Firm maintained its fortress balance sheet, ending 2012 with a strong Basel I Tier 1 Common ratio of 11.0% and a Tier 1 Capital ratio of 12.6%. Total stockholders’ equity at December 31, 2012, was $204.1 billion. Total deposits increased to $1.2 trillion, up
6%
compared with the prior year.
|
•
|
Providing credit and raising capital:
In 2012, the Firm provided credit and raised capital of over $1.8 trillion for its customers, corporate clients and the communities in which it does business, including $20 billion of credit provided to U.S. small businesses, up 18% over prior year. The Firm also raised capital or provided credit of $85 billion for nearly 1,500 nonprofit and government entities, including states, municipalities, hospitals and universities.
|
•
|
Helping homeowners and preventing foreclosures:
The Firm remains committed to helping homeowners and preventing foreclosures. Since the beginning of 2009, the Firm has offered more than 1.4 million mortgage modifications to struggling homeowners and of these, approximately 610,000 have achieved permanent modifications.
|
•
|
Investing for the future:
The Firm continued to grow the franchise and make substantial investments for the future:
|
—
|
Consumer & Business Banking added 106 net branches; added approximately 950 Chase Private Client branch locations in 2012
|
—
|
Held top Investment Bank rankings in virtually all major categories
|
—
|
Continued to build out international Prime Brokerage platform launched in 2011
|
—
|
Global Corporate Bank expanded to nearly 300 bankers
|
—
|
Commercial Banking continued building its Middle Market business in expansion markets
|
—
|
Asset Management hired 80 client advisors and investment professionals as part of ongoing expansion investments
|
—
|
Hired nearly 5,000 U.S. military veterans since the beginning of 2011
|
1
|
For notes on non-GAAP and other financial measures, including managed basis reporting relating to the Firm’s business segments, see page
68
.
|
62
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
Consumer & Community Banking
|
Consumer & Community Banking (“CCB”) serves consumers and businesses through personal service at bank branches and through ATMs, online, mobile and telephone banking. CCB is organized into Consumer & Business Banking, Mortgage Banking (including Mortgage Production, Mortgage Servicing and Real Estate Portfolios) and Card, Merchant Services & Auto (“Card”). Consumer & Business Banking offers deposit and investment products and services to consumers, and lending, deposit, and cash management and payment solutions to small businesses. Mortgage Banking includes mortgage origination and servicing activities, as well as portfolios comprised of residential mortgages and home equity loans, including the purchased credit-impaired portfolio acquired in the Washington Mutual transaction. Card issues credit cards to consumers and small businesses, provides payment services to corporate and public sector clients through its commercial card products, offers payment processing services to merchants, and provides auto and student loan services.
|
•
|
Consumer & Business Banking net income of $3.3 billion on revenue of $17.2 billion, compared with net income of $3.8 billion on revenue of $18.0 billion in 2011
|
•
|
Mortgage Banking net income of $3.3 billion on revenue of $14.0 billion compared with a net loss of $2.1 billion on revenue of $8.5 billion in 2011
|
•
|
Card, Merchant Services & Auto net income of $4.0 billion on revenue of $18.8 billion compared with net income of $4.5 billion on revenue of $19.1 billion in 2011
|
•
|
Per internal surveys, overall customer satisfaction with Chase retail banking improved 8 points year-over-year, and the number of customers who would recommend Chase cards was up by 10 points. In addition, Consumer Banking household attrition is down 36% (annualized rate) over the past two years
|
•
|
No. 1 in retail banking among large banks in the 2012 American Customer Satisfaction Index survey; No. 1 major bank in customer satisfaction by Harris Interactive; improved in in every 2012 J.D. Power and Associates banking survey, including Mortgage Origination, Mortgage Servicing, Retail Banking, Small Business Banking and Credit Card
|
•
|
Top performing bank in the FDIC’s 2012 Summary of Deposits survey, growing deposits at approximately three times the industry rate
|
•
|
Consumer household relationships up 4%
|
•
|
Average total deposits grew 8% and total accounts increased 5%; gained market deposit share in 25 top markets
|
•
|
Added 106 net branches, increasing Chase’s network to 5,614; added approximately 950 Chase Private Client branch locations
|
•
|
Business Banking loans increased to a record $18.9 billion, up 7%, and loan originations increased 12%
|
•
|
2012 investment sales and client investment assets both up 15%
|
•
|
Credit card sales volume on cards issued to consumers and small businesses was up 11% for the year.
|
•
|
Mortgage application volume up 30%; loan originations up 24%; retail channel mortgage originations up 16%
|
•
|
12.4 million active mobile customers, up 51%; 31.1 million active online customers, up 5%
|
•
|
$18 billion in mobile payments; Chase QuickPay volume up 103% between January and December 2012
|
•
|
#1 ATM network; #2 branch network; #3 in deposit market share
|
•
|
#1 most visited banking portal in the U.S. — Chase.com (per compete.com)
|
•
|
#1 Small Business Administration lender (based on number of loans) in the U.S. for the third year in a row
|
•
|
#2 mortgage originator; #3 mortgage servicer
|
•
|
#1 credit card issuer in the U.S. based on outstandings; #1 global Visa issuer based on consumer and business credit card sales volume; #1 U.S. co-brand credit card issuer based on outstandings
|
•
|
#2 wholly-owned merchant acquirer in the U.S.
|
•
|
Auto: #3 bank originator and #1 in super prime (FICO > 740) originations
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
63
|
Corporate & Investment Bank
|
The Corporate & Investment Bank (“CIB”) offers a broad suite of investment banking, market-making, prime brokerage, and treasury and securities products and services to a global client base of corporations, investors, financial institutions, government and municipal entities. Within Banking, the CIB offers a full range of investment banking products and services in all major capital markets, including advising on corporate strategy and structure, capital-raising in equity and debt markets, as well as loan origination and syndication. Also included in Banking is Treasury Services, which includes transaction services, comprised primarily of cash management and liquidity solutions, and trade finance products. The Markets & Investor Services segment of the CIB is a global market-maker in cash securities and derivative instruments, and also offers sophisticated risk management solutions, prime brokerage, and research. Markets & Investor Services also includes the Securities Services business, a leading global custodian which holds, values, clears and services securities, cash and alternative investments for investors and broker-dealers, and manages depositary receipt programs globally.
|
•
|
Helped clients raise $500 billion of debt and equity capital
1
|
•
|
Led the market in arranging $650 billion of loans and commitments for clients
2
|
•
|
Ranked #1 in Global IB Fees
1
and #1 in Fixed Income Markets revenue
3
|
•
|
Ranked #1 in All-America Fixed Income and Equity Research
4
|
•
|
Ranked #1 USD wire clearer with 20% share of Fed and CHIPS
5
|
•
|
Reported record Assets under Custody of $18.8 trillion, up 12% from the prior year
6
|
1 Dealogic
2 Dealogic and internal reporting
3 Represents FY2012 rank of JPM Fixed Income Markets revenue of 10 leading competitors
|
4 Institutional Investor
5 Federal Reserve and Clearing House for Interbank Payments (CHIPS)
6 JPMorgan Chase & Co. Earnings Release Financial Supplement, Fourth Quarter 2012
|
64
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
Commercial Banking
|
Commercial Banking (“CB”) delivers extensive industry knowledge, local expertise and dedicated service to U.S. and U.S. multinational clients, including corporations, municipalities, financial institutions and non-profit entities with annual revenue generally ranging from $20 million to $2 billion. Additionally, CB provides financing to real estate investors and owners. Partnering with the Firm’s other businesses, CB provides comprehensive financial solutions, including lending, treasury services, investment banking and asset management to meet its clients’ domestic and international financial needs.
|
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
65
|
Asset Management
|
Asset Management (“AM”), with client assets of $2.1 trillion, is a global leader in investment and wealth management. AM clients include institutions, high-net-worth individuals and retail investors in every major market throughout the world. AM offers investment management across all major asset classes including equities, fixed income, alternatives and money market funds. AM also offers multi-asset investment management, providing solutions to a broad range of clients’ investment needs. For individual investors, AM also provides retirement products and services, brokerage and banking services including trust and estate, loans, mortgages and deposits. The majority of AM’s client assets are in actively managed portfolios.
|
•
|
Record net revenue of $9.9 billion (growth of 4%)
|
•
|
Pretax earnings margin of 28%, up from 26% in 2011
|
•
|
Long term AUM flows of $60 billion (long term AUM growth of 16%)
|
•
|
Record end of period loan balances of $80 billion (growth of 39%)
|
•
|
Record average deposit balances of $129 billion (growth of 21%)
|
•
|
Record Private Banking revenues of $5.4 billion (growth of 6%)
|
•
|
Institutional revenues of $2.4 billion (growth of 5%)
|
•
|
Record AUM of $1.4 trillion (growth of 7%)
|
•
|
Record client assets of $2.1 trillion (growth of 9%)
|
•
|
Achieved the fifteenth consecutive quarter of positive net long term AUM flows in 2012
|
66
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
Global Finance
|
The Global Finance organization provides the information, analysis and recommendations needed to continue to improve the Firm’s results and help drive strategic business decisions and guide the way the Firm grows, invests and seeks efficiencies. The Global Finance group maintains strong financial reporting controls and quality accounting practices, measures the Firm’s absolute and relative performance, analyzes and monitors regulatory requirements in order to effectively manage the effects these requirements will have on the businesses, and manages financial risk through all types of market environments. Global Finance is also responsible for leading capital and liquidity management for the Firm. In this way, the organization endeavors to be an active and essential partner to the Firm’s businesses and a knowledgeable and respected communicator with regulators, analysts and investors.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
67
|
Business
|
|
Performance metric
|
|
2012
|
|
2011
|
|
2010
|
||||||
Firm-wide
|
|
Total net revenue
|
|
$
|
97,031
|
|
|
$
|
97,234
|
|
|
$
|
102,694
|
|
|
|
Net income
|
|
21,284
|
|
|
18,976
|
|
|
17,370
|
|
|||
|
|
Diluted earnings per share
|
|
$
|
5.20
|
|
|
$
|
4.48
|
|
|
$
|
3.96
|
|
|
|
Return on tangible common equity
|
|
15
|
%
|
|
15
|
%
|
|
15
|
%
|
|||
|
|
Tier 1 Capital ratio
|
|
12.6
|
%
|
|
12.3
|
%
|
|
12.1
|
%
|
|||
|
|
Tier 1 Common capital ratio
|
|
11.0
|
%
|
|
10.1
|
%
|
|
9.8
|
%
|
|||
Consumer & Community Banking
|
|
Total net revenue
|
|
$
|
49,945
|
|
|
$
|
45,687
|
|
|
$
|
48,927
|
|
|
|
Net income
|
|
10,611
|
|
|
6,202
|
|
|
4,578
|
|
|||
|
|
ROE
|
|
25
|
%
|
|
15
|
%
|
|
11
|
%
|
|||
Consumer & Business Banking
|
|
Total net revenue
|
|
$
|
17,212
|
|
|
$
|
18,018
|
|
|
$
|
17,736
|
|
|
|
Net income
|
|
3,263
|
|
|
3,796
|
|
|
3,630
|
|
|||
Mortgage Banking
|
|
Total net revenue
|
|
13,963
|
|
|
8,528
|
|
|
10,719
|
|
|||
|
|
Net income (loss)
|
|
3,341
|
|
|
(2,138
|
)
|
|
(1,924
|
)
|
|||
Card, Merchant Services & Auto
|
|
Total net revenue
|
|
18,770
|
|
|
19,141
|
|
|
20,472
|
|
|||
|
|
Net income
|
|
4,007
|
|
|
4,544
|
|
|
2,872
|
|
|||
Corporate & Investment Bank
|
|
Total net revenue
|
|
$
|
34,326
|
|
|
$
|
33,984
|
|
|
$
|
33,477
|
|
|
|
Net income
|
|
8,406
|
|
|
7,993
|
|
|
7,718
|
|
|||
|
|
ROE
|
|
18
|
%
|
|
17
|
%
|
|
17
|
%
|
|||
Commercial Banking
|
|
Total net revenue
|
|
$
|
6,825
|
|
|
$
|
6,418
|
|
|
$
|
6,040
|
|
|
|
Net income
|
|
2,646
|
|
|
2,367
|
|
|
2,084
|
|
|||
|
|
ROE
|
|
28
|
%
|
|
30
|
%
|
|
26
|
%
|
|||
Asset Management
|
|
Total net revenue
|
|
$
|
9,946
|
|
|
$
|
9,543
|
|
|
$
|
8,984
|
|
|
|
Net income
|
|
1,703
|
|
|
1,592
|
|
|
1,710
|
|
|||
|
|
ROE
|
|
24
|
%
|
|
25
|
%
|
|
26
|
%
|
|||
|
|
Pretax margin ratio
5
|
|
28
|
%
|
|
26
|
%
|
|
31
|
%
|
68
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
1.
|
The Restated Certificate of Incorporation of JPMorgan Chase & Co. shall be amended by changing Article SEVENTH(1) so that, as amended, Article SEVENTH(1) shall read in its entirety as follows:
|
(a)
|
Request for Record Date
. The record date for determining such stockholders entitled to consent to corporate action in writing without a meeting shall be as fixed by the Board of Directors or as otherwise established under this Article SEVENTH. Any holder of Common Stock of the Corporation seeking to have such stockholders authorize or take corporate action by written consent without a meeting shall, by written notice addressed to the Secretary of this Corporation, delivered to this Corporation and signed by holders of record at the time such notice is delivered holding shares representing in the aggregate at least twenty percent (20%) of the outstanding shares of Common Stock of the Corporation, which shares are determined to be “Net Long Shares” as defined in the By-Laws of the Corporation, as may be amended from time to time, request that a record date be fixed for such purpose. The written notice must contain the information set forth in paragraph (b) of this Article SEVENTH(1). Following delivery of the notice, the Board of Directors shall, by the later of (i) 20 days after delivery of a valid request to set a record date and (ii) 5 days after delivery of any information required by the Corporation to determine the validity of the request for a record date or to determine whether the action to which the request relates may be effected by written consent under paragraph (c) of this Article SEVENTH(1), determine the validity of the request and whether the request relates to an action that may be taken by written consent and, if appropriate, adopt a resolution fixing the record date for such purpose. The record date for such purpose shall be no more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date such resolution is adopted. If a notice complying with the second and third sentences of this paragraph (a) has been duly delivered to the Secretary of the Corporation but no record date has been fixed by the Board of Directors by the date required by the preceding sentence, the record date shall be the first date on which a signed written consent relating to the action taken or proposed to be taken by written consent is delivered to this Corporation in the matter described in paragraph (f) of this Article SEVENTH(1); provided that, if prior action by the Board of Directors is required under the provisions of Delaware law, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
|
(b)
|
Notice Requirements
. Any notice required by paragraph (a) of this Article SEVENTH(1) must be delivered by the holders of record of at least twenty percent (20%) of the outstanding shares of Common Stock of the Corporation (representing Net Long Shares, and with evidence of ownership attached to the notice), must describe the action proposed to be taken by written consent of stockholders and must contain (i) such information and representations, to the extent applicable, then required by this Corporation’s By-laws as though such stockholder was intending to make a nomination of persons for election to the Board of Directors or to bring any other matter before a meeting of stockholders, as applicable, and (ii) the text of the proposed action to be taken (including the text of any resolutions to be adopted by written consent of stockholders and the language of any proposed amendment to the By-laws of this Corporation). This Corporation may require the stockholder(s) submitting such notice to furnish such other information as may be requested by this Corporation to determine whether the request relates to an action that may be effected by written consent under paragraph (c) of this Article SEVENTH(1). In connection with
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
69
|
(c)
|
Actions Which May Be Taken by Written Consent
. Stockholders are not entitled to act by written consent if (i) the action relates to an item of business that is not a proper subject for stockholder action under applicable law, (ii) the request for a record date for such action is delivered to the Corporation during the period commencing 90 days prior to the first anniversary of the date of the notice of annual meeting for the immediately preceding annual meeting and ending on the earlier of (x) the date of the next annual meeting and (y) 30 calendar days after the first anniversary of the date of the immediately preceding annual meeting, (iii) an identical or substantially similar item (as determined in good faith by the Board, a “Similar Item”), other than the election or removal of directors, was presented at a meeting of stockholders held not more than 12 months before the request for a record date for such action is delivered to the Corporation, (iv) a Similar Item consisting of the election or removal of directors was presented at a meeting of stockholders held not more than 90 days before the request for a record date was delivered to the Corporation (and, for purposes of this clause, the election or removal of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors), (v) a Similar Item is included in the Corporation’s notice as an item of business to be brought before a stockholders meeting that has been called by the time the request for a record date is delivered to the Corporation but not yet held, (vi) such record date request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934 or other applicable law, or (vii) sufficient written consents are not dated and delivered to the Corporation prior to the first anniversary of the date of the notice of annual meeting for the immediately preceding annual meeting.
|
(d)
|
Manner of Consent Solicitation
. Holders of Common Stock of the Corporation may take action by written consent only if consents are solicited by the stockholder or group of stockholders seeking to take action by written consent of stockholders from all holders of capital stock of this Corporation entitled to vote on the matter and in accordance with applicable law.
|
(e)
|
Date of Consent
. Every written consent purporting to take or authorize the taking of corporate action (each such written consent is referred to in this paragraph and in paragraph (f) as a “Consent”) must bear the date of signature of each stockholder who signs the Consent, and no Consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated Consent delivered in the manner required by paragraph (f) of this Article SEVENTH(1), consents signed by a sufficient number of stockholders to take such action are so delivered to this Corporation.
|
(f)
|
Delivery of Consents
. No Consents may be dated or delivered to this Corporation or its registered office in the State of Delaware until 60 days after the delivery of a valid request to set a record date. Consents must be delivered to this Corporation by delivery to its registered office in the State of Delaware or its principal place of business. Delivery must be made by hand or by certified or registered mail, return receipt requested. In the event of the delivery to this Corporation of Consents, the Secretary of this Corporation, or such other officer of this Corporation as the Board of Directors may designate, shall provide for the safe-keeping of such Consents and any related revocations and shall promptly conduct such ministerial review of the sufficiency of all Consents and any related revocations and of the validity of the action to be taken by written consent as the Secretary of this Corporation, or such other officer of this Corporation as the Board of Directors may designate, as the case may be, deems necessary or appropriate, including, without limitation, whether the stockholders of a number of shares having the requisite voting power to authorize or take the action specified in Consents have given consent; provided, however, that if the action to which the Consents relate is the election or removal of one or more members of the Board of Directors, the Secretary of this Corporation, or such other officer of this Corporation as the Board of Directors may designate, as the case may be, shall promptly designate two persons, who shall not be members of the Board of Directors, to serve as inspectors (“Inspectors”) with respect to such Consent, and such Inspectors shall discharge the functions of the Secretary of this Corporation, or such other officer of this Corporation as the Board of Directors may designate, as the case may be, under this Article SEVENTH(1). If after
|
70
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
(g)
|
Effectiveness of Consent
. Notwithstanding anything in this Certificate to the contrary, no action may be taken by written consent of the holders of Common Stock of the Corporation except in accordance with this Article SEVENTH(1).
If the Board of Directors shall determine that any request to fix a record date or to take stockholder action by written consent was not properly made in accordance with, or relates to an action that may not be effected by written consent pursuant to, this Article SEVENTH(1), or the stockholder or stockholders seeking to take such action do not otherwise comply with this Article SEVENTH(1), then the Board of Directors shall not be required to fix a record date and any such purported action by written consent shall be null and void to the fullest extent permitted by applicable law. No action by written consent without a meeting shall be effective until such date as the Secretary of this Corporation, such other officer of this Corporation as the Board of Directors may designate, or the Inspectors, as applicable, certify to this Corporation that the Consents delivered to this Corporation in accordance with paragraph (f) of this Article SEVENTH(1), represent at least the minimum number of votes that would be necessary to take the corporate action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with Delaware law and this Certificate of Incorporation.
|
(h)
|
Challenge to Validity of Consent
. Nothing contained in this Article SEVENTH shall in any way be construed to suggest or imply that the Board of Directors of this Corporation or any stockholder shall not be entitled to contest the validity of any Consent or related revocations, whether before or after such certification by the Secretary of this Corporation, such other officer of this Corporation as the Board of Directors may designate or the Inspectors, as the case may be, or to prosecute or defend any litigation with respect thereto.
|
(i)
|
Board-solicited Stockholder Action by Written Consent
. Notwithstanding anything to the contrary set forth above, (x) none of the foregoing provisions of this Article SEVENTH(1) shall apply to any solicitation of stockholder action by written consent by or at the direction of the Board of Directors and (y) the Board of Directors shall be entitled to solicit stockholder action by written consent in accordance with applicable law.
|
2.
|
The foregoing amendment was duly adopted in accordance with Section 242 of the DGCL.
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
71
|
1.
|
Purpose.
The Key Executive Performance Plan of JPMorgan Chase & Co. (As Amended and Restated Effective January 1, 2014) (the “Plan”) is designed to attract and retain the services of selected employees who are in a position to make a material contribution to the successful operation of the business of JPMorgan Chase & Co. or one or more of its Subsidiaries. The Plan shall become effective January 1, 2014, subject to approval by stockholders in the manner required by Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
|
2.
|
Definitions.
For purposes of this Plan, the following terms shall have the following meanings:
|
(a)
|
“Award” means an amount payable to a Participant pursuant to Section 4 of this Plan.
|
(b)
|
“Board of Directors” means the Board of Directors of the Corporation.
|
(c)
|
“Compensation Committee” or “Committee” means the Compensation & Management Development Committee of the Board of Directors.
|
(d)
|
“Corporation” means JPMorgan Chase & Co.
|
(e)
|
“Participant” means an employee of the Corporation or of a Subsidiary who has been designated by the Committee as eligible to receive an Award pursuant to the Plan for the Plan Year.
|
(f)
|
“Plan Year” means the calendar year.
|
(g)
|
“Subsidiary” means (i) any corporation, domestic or foreign, more than 50 percent of the voting stock of which is owned or controlled, directly or indirectly, by the Corporation; or, (ii) any partnership, more than 50 percent of the profits interest or capital interest of which is owned or controlled, directly or indirectly, by the Corporation; or (iii) any other legal entity, more than 50 percent of the ownership interest, such interest to be determined by the Committee, of which is owned or controlled, directly or indirectly, by the Corporation.
|
3.
|
Determination of Bonus Pool.
Not later than three months after the beginning of the Plan Year, the Committee shall prescribe an objective formula pursuant to which a pool of funds (a “bonus pool”) will be created for that Plan Year. The bonus pool will consist of a percentage, established by the Committee, of the Corporation’s income before income tax expense for that Plan Year in excess of a percentage, established by the Committee, of total stockholders’ equity of the Corporation at the beginning of that Plan Year. At the time that it determines the bonus pool formula, the Committee may make provision for excluding the effect of extraordinary events and changes in accounting methods, practices or policies on the amount of the bonus pool.
|
4.
|
Awards.
|
4.1
|
Coincident with the establishment of the formula under which the bonus pool will be created for a Plan Year the Committee shall assign shares of the bonus pool for that Plan Year to those individuals whom the Committee designates as Participants for that Plan Year; provided that such shares shall not exceed, in the aggregate, 100% of the bonus pool. The maximum annual Award which can be made to any one Participant for a Plan Year is the sum of (a) .2% of the Corporation’s total income before income tax expense, extraordinary items and effect of accounting changes, as set forth on the Corporation’s Consolidated Statement of Income for such Plan Year and (b) $1 million.
|
4.2
|
Notwithstanding the provisions of Section 4.1, the Committee may, in its sole discretion, reduce the amount otherwise payable to a Participant at any time prior to the payment of the Award to the Participant.
|
5.
|
Eligibility For Payment of Awards.
Subject to Section 4.2, a Participant who has been assigned a share of the bonus pool shall receive payment of an Award if he or she remains employed by the Corporation or its Subsidiaries through the end of the applicable Plan Year; provided, however, that no Participant shall be entitled to payment of an Award hereunder until the Committee certifies in writing that the performance goals and any other material terms of the Plan have in fact been satisfied. (Such written certification may take the form of minutes of the Committee).
|
6.
|
Form and Timing of Payment of Awards.
|
6.1
|
Awards may be paid, in whole or in part, in cash, in the form of grants of stock based awards (other than options) made under the Corporation’s Long Term Incentive Plan, as amended from time to
|
72
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
6.2
|
If an Award is payable in shares of common stock of the Corporation or in another form permitted under the Long-Term Incentive Plan, such Awards will be issued and valued in accordance with the Long-Term Incentive Plan.
|
6.3
|
Subject to Sections 5 and 7 hereof, Awards shall be paid at such time as the Committee may determine.
|
7.
|
Deferral of Payment of Awards.
The Committee may, in its sole discretion, permit a Participant to defer receipt of a cash Award, subject to such terms and conditions as the Committee shall impose.
|
8.
|
Administration.
|
8.1
|
The Plan shall be administered by the Compensation Committee.
|
8.2
|
Subject to the provisions of the Plan, the Committee shall have exclusive power to determine the amounts that shall be available for Awards each Plan Year and to establish the guidelines under which the Awards payable to each Participant shall be determined.
|
8.3
|
The Committee’s interpretation of the Plan, grant of any Award pursuant to the Plan, and all actions taken within the scope of its authority under the Plan, shall be final and binding on all Participants (or former Participants) and their executors.
|
8.4
|
The Committee shall have the authority to establish, adopt or revise such rules or regulations relating to the Plan as it may deem necessary or advisable for the administration of the Plan.
|
9.
|
Amendment and Termination.
The Board of Directors or a designated committee of the Board of Directors (including the Committee) may amend any provision of the Plan at any time; provided that no amendment which requires stockholder approval in order for bonuses paid pursuant to the Plan to be deductible under the Code, as amended, may be made without the approval of the stockholders of the Corporation. The Board of Directors shall also have the right to terminate the Plan at any time.
|
10.
|
Miscellaneous.
|
10.1
|
The fact that an employee has been designated a Participant shall not confer on the Participant any right to be retained in the employ of the Corporation or one or more of its Subsidiaries, or to be designated a Participant in any subsequent Plan Year.
|
10.2
|
No Award under this Plan shall be taken into account in determining a Participant’s compensation for the purpose of any group life insurance or other employee benefit plan unless so provided in such benefit plan.
|
10.3
|
This Plan shall not be deemed the exclusive method of providing incentive compensation for an employee of the Corporation and its Subsidiaries, nor shall it preclude the Committee or the Board of Directors from authorizing or approving other forms of incentive compensation.
|
10.4
|
All expenses and costs in connection with the operation of the Plan shall be borne by the Corporation and its Subsidiaries.
|
10.5
|
The Corporation or other Subsidiary making a payment under this Plan shall withhold therefrom such amounts as may be required by federal, state or local law, and the amount payable under the Plan to the person entitled thereto shall be reduced by the amount so withheld.
|
10.6
|
The Plan and the rights of all persons under the Plan shall be construed and administered in accordance with the laws of the State of New York to the extent not superseded by federal law.
|
10.7
|
In the event of the death of a Participant, any payment due under this Plan shall be made to his or her estate (or designated beneficiary, with respect to amounts payable in the form of the common stock of the Corporation).
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
73
|
•
|
Take I-275 North to I-4 (Exit 45B)
|
•
|
Take I-4 East to I-75 South (Exit 9) - stay in right lane when merging
|
•
|
Take I-75 South to the first exit - Martin Luther King Jr. Blvd. (MLK) (Exit 260)
|
•
|
Merge right off the exit ramp onto MLK - stay in the right lane
|
•
|
Take the first right turn on Park Oaks Blvd. (by the bus shelter) into the Highland Oaks office park, and proceed to the stop sign
|
•
|
Turn right onto Highland Manor Drive
|
•
|
Follow Highland Manor Drive to the end where you will see the JPMorgan Chase Campus entrance
|
•
|
Take I-75 South to Exit 260 (Martin Luther King Jr. Blvd. (MLK))
|
•
|
Merge right off the exit ramp onto MLK - stay in the right lane
|
•
|
Take the first right turn on Park Oaks Blvd. (by the bus shelter) into the Highland Oaks office park, and proceed to the stop sign
|
•
|
Turn right onto Highland Manor Drive
|
•
|
Follow Highland Manor Drive to the end where you will see the JPMorgan Chase Campus entrance
|
•
|
Take I-75 North to Exit 260B West (State Road 574 & Martin Luther King Jr. Blvd. (MLK))
|
•
|
Exit to the right (heading West) (
Note:
the exit ramp will merge onto MLK)
|
•
|
Take the first right turn on Park Oaks Blvd. (by the bus shelter) into the Highland Oaks office park, and proceed to the stop sign
|
•
|
Turn right onto Highland Manor Drive
|
•
|
Follow Highland Manor Drive to the end where you will see the JPMorgan Chase Campus entrance
|
•
|
Travel West on I-4 to Exit 9 (I-75 South) towards Naples
|
•
|
Travel I-75 South to Exit 260 (Martin Luther King Jr. Blvd. (MLK)) - this will be the 1
st
exit
|
•
|
Exit to the right (heading West) (Note: the exit ramp will merge onto MLK)
|
•
|
Take the first right turn on Park Oaks Blvd. (by the bus shelter) into the Highland Oaks office park, and proceed to the stop sign
|
•
|
Turn right onto Highland Manor Drive
|
•
|
Follow Highland Manor Drive to the end where you will see the JPMorgan Chase Campus entrance
|
74
|
JPMorgan Chase & Co./ 2013 Proxy Statement
|
©2013 JPMorgan Chase & Co. All rights reserved.
|
|
|
|
Printed in U.S.A. on recycled paper with soy ink.
|
|
COMPUTERSHARE SHAREOWNER SERVICES LLC
C/O COMPUTERSHARE POST OFFICE BOX 43004 PROVIDENCE, RI 02940-3004 |
|
|
|
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
|
|
|
If you would like to reduce the costs incurred by JPMorgan Chase & Co. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions below to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
|
|
|
VOTE BY INTERNET -
www.proxyvote.com
|
|
|
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
|
|
|
|
VOTE BY PHONE - 1-800-690-6903
|
|
|
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
|
|
|
VOTE BY MAIL
|
|
|
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to JPMorgan Chase & Co., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
|
|
Your voting instructions are confidential.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
T
|
|
|
||
|
|
M53033-P35754-Z59831
|
|
KEEP THIS PORTION FOR YOUR RECORDS
|
— — — — — — — — — — — — — — — — — — — — — — — — —— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
|
||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
|
DETACH AND RETURN THIS PORTION ONLY
|
|
JPMORGAN CHASE & CO.
|
|
|
|
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|
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|
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|
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|
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|
||
|
The Board of Directors recommends you vote FOR the following proposals:
|
|
|
|
|
|
||||||||||||||||||
|
1.
|
|
Election of Directors
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
The Board of Directors recommends you vote AGAINST the
|
|
|
|
|
|
|
|
||||
|
|
|
1a. James A. Bell
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
following shareholder proposals:
|
|
For
|
|
Against
|
|
Abstain
|
|
||||
|
|
|
1b. Crandall C. Bowles
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
6.
|
|
Require separation of chairman and CEO
|
|
¨
|
|
¨
|
|
¨
|
|
||
|
|
|
1c. Stephen B. Burke
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
7.
|
|
Require executives to retain significant stock until reaching normal retirement age
|
|
¨
|
|
¨
|
|
¨
|
|
||
|
|
|
1d. David M. Cote
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
||||||
|
|
|
1e. James S. Crown
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
8.
|
|
Adopt procedures to avoid holding or recommending investments that contribute to human rights violations
|
|
¨
|
|
¨
|
|
¨
|
|
||
|
|
|
1f. James Dimon
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
||||||
|
|
|
1g. Timothy P. Flynn
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
9.
|
|
Disclose Firm payments used directly or indirectly for lobbying, including specific amounts and recipients’ names
|
|
¨
|
|
¨
|
|
¨
|
|
||
|
|
|
1h. Ellen V. Futter
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
||||||
|
|
|
1i. Laban P. Jackson, Jr.
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
1j. Lee R. Raymond
|
|
|
|
¨
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¨
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¨
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1k. William C. Weldon
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¨
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¨
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¨
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2.
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Ratification of independent registered public accounting firm
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¨
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¨
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¨
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3.
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Advisory resolution to approve executive compensation
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¨
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¨
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¨
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4.
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Amendment to the Firm’s Restated Certificate of Incorporation to authorize shareholder action by written consent
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¨
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¨
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¨
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5.
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Reapproval of Key Executive Performance Plan
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¨
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¨
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¨
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Please indicate if you plan to attend this meeting.
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¨
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¨
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Yes
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No
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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M53034-P35754-Z59831
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JPMORGAN CHASE & CO.
This proxy is solicited from you by the Board of Directors for use at the Annual Meeting of Shareholders of JPMorgan Chase & Co. on May 21, 2013.
You, the undersigned shareholder, appoint each of Marianne Lake and Stephen M. Cutler, your attorney-in-fact and proxy, with full power of substitution, to vote on your behalf shares of JPMorgan Chase common stock that you would be entitled to vote at the 2013 Annual Meeting, and any adjournment of the meeting, with all powers that you would have if you were personally present at the meeting.
The shares represented by this proxy will be voted as instructed by you on the reverse side of this card with respect to the proposals set forth in the proxy statement, and in the discretion of the proxies on all other matters which may properly come before the 2013 Annual Meeting and any adjournment thereof. If the card is signed but no instructions are given, shares will be voted in accordance with the recommendations of the Board of Directors.
Participants in the 401(k) Savings Plan:
If you have an interest in JPMorgan Chase common stock through an investment in the JPMorgan Chase Common Stock Fund within the 401(k) Savings Plan, your vote will provide voting instructions to the trustee of the plan to vote the proportionate interest as of the record date. If no instructions are given, the trustee will vote unvoted shares in the same proportion as voted shares.
Voting Methods:
If you wish to vote by mail, please sign your name exactly as it appears on this proxy and mark, date and return it in the enclosed envelope. If you wish to vote by Internet or telephone, please follow the instructions on the reverse side.
Continued and to be signed on reverse side
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