JPMORGAN CHASE & CO (Form: DEF 14A, Received: 04/07/2021 16:18:58)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Rule 14a-101)

SCHEDULE 14A

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			Annual Meeting of Shareholders Proxy Statement 2021

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			JPMorgan Chase & Co. 383 Madison Avenue New York, New York 10179-0001 April 7, 2021 Dear fellow shareholders: We are pleased to invite you to attend the annual meeting of shareholders to be held in a virtual meeting format only, via the Internet, on May 18, 2021 at 10:00 a.m. Eastern Time. Shareholders are provided an opportunity to ask questions about topics of importance to the Firm’s business and affairs, to consider matters described in the proxy statement and to receive an update on the Firm’s activities and performance. We hope that you will attend the meeting. We encourage you to designate the persons named as proxies on the proxy card to vote your shares even if you are planning to attend. This will ensure that your common stock is represented at the meeting. This proxy statement explains more about the matters to be voted on at the annual meeting, about proxy voting, and other information about how to participate. Please read it carefully. We look forward to your participation. Sincerely, James Dimon Chairman and Chief Executive Officer

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A Letter from Jamie Dimon, Our Chairman and CEO, and Stephen B. Burke, Our Lead Independent Director

April 7, 2021

Dear fellow shareholders:

As we reflect and consider future plans, we are keenly focused on the lessons from 2020. A year into the pandemic, COVID-19 has affected many of us personally, the world is still fighting to combat the spread, and we are only beginning to address its economic fallout. Events brought into sharp focus societal gaps, including with respect to racial equity and access to health care. Yet, throughout 2020, as unprecedented events unfolded, we were there to support our clients and customers, employees, and communities. We did this by staying true to our fundamental business principles and commitment to building long-term value for our shareholders.

While substantial work lies ahead, we are pleased with how we have responded thus far. The Firm’s performance demonstrated the strength of our complete, global, and diversified business model. Despite the challenging environment, we generated record revenue, while adding to our credit reserves to be prepared for future challenges. We gained market share in our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores, maintained a fortress balance sheet, and paid dividends and returned excess capital to shareholders through share repurchases.

The Board recognizes that continued strong performance requires vigilant focus on our core business principles – exceptional client service; operational excellence; integrity, fairness and responsibility; and a great team and culture. Through our oversight of the Firm’s strategic planning process, we hold management accountable for abiding by these principles, while navigating change and driving innovation. This includes thoughtful investments in technology and acquisitions that will enhance our product offerings, and deepen engagement with clients, customers, and communities in which we live and work. In 2020, we particularly emphasized innovations to expand digital banking capabilities for people navigating the new remote environment. We also emphasized the need to support our clients and customers, protect employees, and assist our communities while managing risks associated with the pandemic. To provide close oversight, the Board met more often, received more frequent updates, and paid particular attention to how circumstances informed the Firm’s overall strategy.

With respect to our team, success is not possible without a first-rate management team. Identifying, developing, and nurturing senior leaders is one of the Board’s highest priorities. To set ourselves up for success, your Board

regularly reviews succession planning for the CEO and the Operating Committee. We also meet with members of the Operating Committee and other senior leaders. This year, the Firm expanded the Operating Committee to include the heads of several of our largest businesses, to give them greater responsibility and broader exposure to firmwide issues. This expansion has also given the Board more opportunities to get to know a broad range of leaders who currently, and in the future will, execute the firm’s strategy and enhance our strong culture.

The Board also knows that our success is driven by the success of all our people and our reputation as a firm. Our culture is built on our core values of respect, integrity and inclusion, and we are focused on being an employer of choice for all talent. We are committed to hiring and retaining employees from all races, ethnicities, genders, sexual orientations, abilities, backgrounds, experiences and locations. In addition, this year, the Firm announced that we would invest $30 billion over the next five years to advance racial equity and help combat systemic racism within the communities in which we work. Management has detailed plans on how the firm will leverage its expertise in business, policy, and philanthropy to meet these goals. We have also developed a framework to hold management accountable for meeting these goals.

We also continued to take important steps to promote sustainability and reduce our environmental impact. Our 2020 initiatives included a commitment to align certain financing activities with the goals of the Paris Agreement, financing of more than $220 billion for transactions that advance the United Nations Sustainable Development goals and completion of the Firm’s inaugural green bond issuance of $1 billion.

Your dedicated directors are committed to these objectives and to maintaining a vital Board in the future. This year, we remained focused on our Board’s future. In December, we were fortunate to add Phebe Novakovic, Chairman and CEO of General Dynamics, to our Board and are pleased to nominate her for election by shareholders at the annual meeting. She brings to the Board an impressive combination of skills, experience and personal qualities that will serve our shareholders, the Firm, and the Board well.

We would also like to take this opportunity to again thank Lee Raymond, who retired from the Board in December 2020. We benefited greatly from his insights and contributions as a director and a trusted advisor. We all

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share his optimism about JPMorgan’s future and Steve Burke is honored to succeed Lee as Lead Independent Director in working with our Board and management to deliver on that.

We look forward to continuing to deliver value to our customers, shareholders, and stakeholders. On behalf of the entire board, we are grateful for your support of the Board and the Firm.

James Dimon

Chairman and Chief Executive Officer

Stephen B. Burke

Lead Independent Director

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Notice of 2021 Annual Meeting of Shareholders and Proxy Statement


DATE			Tuesday, May 18, 2021

TIME			10:00 a.m. Eastern Time

ACCESS			The 2021 Annual Meeting will be held in a virtual meeting format only, via the Internet. If you plan to participate in the virtual meeting, please see “Information about the annual shareholder meeting.” Shareholders will be able to attend, vote, examine the stockholders list and submit questions (both before, and for a portion of, the meeting) from any location via the Internet. Shareholders may participate online by logging in at www.virtualshareholdermeeting.com/JPM2021. We encourage you to submit your proxy prior to the annual meeting.

RECORD DATE			March 19, 2021

MATTERS TO BE			•Election of Directors
VOTED ON			•Advisory resolution to approve executive compensation •Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021 •Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021 •Shareholder proposals, if they are properly introduced at the meeting •Any other matters that may properly be brought before the meeting By order of the Board of Directors John H. Tribolati Secretary April 7, 2021

YOUR VOTE IS IMPORTANT TO US. PLEASE VOTE PROMPTLY.

JPMorgan Chase & Co. uses the Securities and Exchange Commission (“SEC”) rule permitting companies to furnish proxy materials to their shareholders via the Internet. In accordance with this rule, on or about April 7, 2021, we sent to shareholders of record at the close of business on March 19, 2021, a Notice of Internet Availability of Proxy Materials (“Notice”), which includes instructions on how to access our 2021 Proxy Statement and 2020 Annual Report online, and how to vote online for the 2021 Annual Shareholder Meeting.

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

To be admitted to the annual meeting at www.virtualshareholdermeeting.com/JPM2021, you must enter the control number found on your proxy card, voting instruction form or Notice you previously received. See “Information about the annual shareholder meeting” on page 107. At the virtual meeting site, you may follow the instructions to vote, access the stockholders list and ask questions before or during the meeting.

If you hold your shares through a broker, your shares will not be voted unless (i) you provide voting instructions or (ii) the matter is one for which brokers have discretionary authority to vote. Of the matters to be voted on at the annual meeting, the only one for which brokers have discretionary authority to vote is Proposal 4, the ratification of the independent registered public accounting firm. See “What is the voting requirement to approve each of the proposals?” on page 109.

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Table of Contents			RECOMMENDATIONS


2021 Proxy summary			1

Corporate Governance
Proposal 1: Election of Directors
Key factors for shareholder consideration			11
Director nominees			12
Board governance			22
Board oversight			28
Board engagement			30
Director compensation			32
Other corporate governance policies and practices			34

Executive Compensation
Proposal 2: Advisory resolution to approve executive compensation
Overview			38
Compensation Discussion and Analysis			39
1.How we think about pay decisions			40
2.How we performed against our business strategy			53
3.How performance determined pay in 20 20			65
Compensation & Management Development Committee report			72
Executive compensation tables			73
I.Summary compensation table			73
II.20 20 Grants of plan-based awards			74
III.Outstanding equity awards at fiscal year-end 20 20			75
IV.20 20 Option exercises and stock vested table			77
V.20 20 Pension benefits			77
VI.20 20 Non-qualified deferred compensation			78
VII.20 20 Potential payments upon termination or change in control			79
CEO pay ratio disclosure			81
Security ownership of directors and executive officers			82


Proposal 3: Approval of Amended and Restated Long-Term Incentive Plan effective May 18 , 2021
Overview			84

Audit Matters
Proposal 4: Ratification of independent registered public accounting firm
Audit Committee report			96

Shareholder Proposals

Information about the annual shareholder meeting			107

Shareholder proposals and nominations for the 2022 annual meeting			112

Notes on Non-GAAP financial measures			113

Appendix			115

Glossary of selected terms and acronyms			121

This proxy statement contains forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe” or other words of similar meaning. Forward-looking statements provide JPMorgan Chase & Co.’s (“JPMorgan Chase” or the “Firm”) current expectations or forecasts of future events, circumstances, results or aspirations, and are subject to significant risks and uncertainties. These risks and uncertainties could cause the Firm’s actual results to differ materially from those set forth in such forward-looking statements. Certain of such risks and uncertainties are described in JPMorgan Chase’s Annual Report on Form 10-K for the year ended December 31, 2020 ("2020 Form 10-K"). JPMorgan Chase does not undertake to update the forward-looking statements included in this proxy statement to reflect the impact of circumstances or events that may arise after the date the forward-looking statements were made.

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

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PROXY SUMMARY

2021 Proxy summary

This summary highlights information in this proxy statement. This summary does not contain all the information you should consider, and you should read the entire proxy statement carefully before voting. Terms not defined in the text of this proxy statement can be found in the “Glossary of selected terms and acronyms” on page 121.

Your vote is important. For more information on voting and attending the annual meeting, see “Information about the annual shareholder meeting” on page 107. This proxy statement has been prepared by our management and approved by the Board of Directors, and is being sent or made available to our shareholders on or about April 7, 2021.

Annual meeting overview: Matters to be voted on


			MANAGEMENT PROPOSALS



The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals (for more information see page referenced):


1.	Election of Directors	10
2.	Advisory resolution to approve executive compensation	37
3.	Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021	84
4.	Ratification of independent registered public accounting firm	92


			SHAREHOLDER PROPOSALS (if they are properly introduced at the meeting)



The Board of Directors recommends you vote AGAINST each of the following shareholder proposals (for more information see page referenced):


5.	Improve shareholder written consent	99
6.	Racial equity audit and report	101
7.	Independent board chairman	103
8.	Political and electioneering expenditure congruency report	105

2021 PROXY STATEMENT

JPMORGAN CHASE & CO.

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						PROXY SUMMARY



The Firm demonstrated strong financial performance in 2020

The Firm continued to build upon its strong momentum from prior years amid the unprecedented health and economic consequences of COVID-19. In 2020, the Firm reported record revenue1 of $122.9 billion and net income of $29.1 billion, or $8.88 per share, with return on common equity ("ROE") of 12% and return on tangible common equity ("ROTCE")2 of 14%, while adding $12.2 billion of credit reserves during the year to absorb potential future losses and returning $16.3 billion of capital to shareholders (including common dividends and net share repurchases). We gained market share in our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores and maintained a fortress balance sheet.

JPMORGAN CHASE & CO.

$29.1B

$8.88

12%

14%

$81.75

$66.11

$16.3B

NET INCOME

EARNINGS

PER SHARE (“EPS”)

ROE

ROTCE2

BOOK VALUE

PER SHARE

(“BVPS”)

TANGIBLE

BOOK VALUE

PER SHARE

(“TBVPS”)2

NET CAPITAL

DISTRIBUTIONS3

CONSUMER &
COMMUNITY BANKING

CORPORATE &
INVESTMENT BANK

COMMERCIAL
BANKING

ASSET & WEALTH
MANAGEMENT

$8.2B

NET INCOME

15%

ROE

$17.1B

NET INCOME

20%

ROE

$2.6B

NET INCOME

11%

ROE

$3.0B

NET INCOME

28%

ROE

•Revenue1 of $51.3B

•Average deposits of $851.4B (up 22%); average loans of $448.3B (down 6%)

•Primary bank relationships for over 75% of Consumer Banking checking households

•Maintained #1 market share in Card, based on U.S. sales and outstandings

•Largest active digital and mobile customer base among U.S. banks, customers up 5% and 10% respectively4

•Added $7.8B of credit reserves

•Record net income on record revenue1 of $49.3B

•Record Investment Banking ("IB") fees of $9.5B (up 25%); record Markets revenue of $29.5B (up 41%)

•#1 in Markets revenue; #1 in IB fees for 12 consecutive years

•#2 custodian globally as measured by assets under custody of $31T (up 15%)

•#1 in USD Payments volume

•Added $2.4B of credit reserves

•Revenue1 of $9.3B

•Record gross IB revenue5 of $3.3B (up 22%), surpassing long-term target of $3B, including record year for both Middle Market Banking & Specialized Industries ("MMBSI") and Corporate Client Banking & Specialized Industries ("CCBSI")

•Record Middle Market expansion market revenue of $911M (up 13%), approaching $1B target

•Average deposits of $237.6B (up 38%); average loans of $218.9B (up 5%)

•Added $1.7B of credit reserves

•Record net income6 on record revenue1,6 of $14.2B; pre-tax margin of 28%

•Record assets under management ("AUM")6 of $2.7T (up 17%) and client assets6 of $3.7T (up 18%)

•80% of 10-year long-term mutual fund AUM6 performing in top two quartiles

•Record average deposits6 of $162.0B (up 20%); record average loans6 of $166.3B (up 13%)

EXCEPTIONAL CLIENT FRANCHISES

FORTRESS BALANCE SHEET & PRINCIPLES

LONG-TERM SHAREHOLDER VALUE

1The Firm reviews the results of the lines of business on a managed basis. Refer to Additional notes, Note 1, on page 114 for a definition of managed basis.

2ROTCE and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 113 for a further discussion of these measures.

3Refer to Note 2 on page 39.

4Refer to Notes 2 and 3 on page 69.

5Refer to Additional notes, Note 3, on page 114.

6Refer to Additional notes, Note 4, on page 114.

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

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PROXY SUMMARY



The Firm has demonstrated sustained, strong financial performance over time

We have generated strong financial results over time, significantly increasing net income by over 50% over the past 10 years while adding substantial credit reserves and capital. Over this period we increased average common equity by over 35% to $237 billion, and average tangible common equity ("TCE")1 by over 50% to $191 billion to support growth in the businesses and maintain a fortress balance sheet. We have maintained strong ROE and ROTCE1 over time.

We have also delivered sustained growth in EPS, BVPS and TBVPS1 over the past 10 years, reflecting compound annual growth rates of 8%, 6% and 8%, respectively over the period.

1Average TCE, ROTCE and TBVPS are each non-GAAP financial measures; refer to Note 1 on page 113 for a further discussion of these measures.

2Excluding the impact of the enactment of the Tax Cuts and Jobs Act (“TCJA”) of $(2.4) billion and a legal benefit of $406 million (after-tax) in 2017, adjusted net income would have been $26.5 billion, adjusted ROTCE would have been 13% and adjusted EPS would have been $6.87. Adjusted net income, adjusted ROTCE and adjusted EPS are each non-GAAP financial measures; refer to Notes on non-GAAP financial measures, Note 2, on page 113 for a further discussion of these measures.

2021 PROXY STATEMENT

JPMORGAN CHASE & CO.

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						PROXY SUMMARY



Total shareholder return (“TSR”)

TSR1 was (6)% in 2020, following a TSR of 47% in 2019 and (7)% in 2018, for a combined three-year TSR of 30%. The graph below shows our TSR expressed as the cumulative return to shareholders over the past decade. As illustrated, a $100 investment in JPMorgan Chase common stock on December 31, 2010 would be valued at $393 as of December 31, 2020, which significantly outperformed the financial services industry over the period, as measured by the S&P Financials Index and the KBW Bank Index.

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

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

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PROXY SUMMARY



We are committed to strong corporate governance practices



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

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

•Our directors have a well-balanced tenure with a mix of experience and fresh perspectives



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

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

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

•Responsibilities of the Lead Independent Director include:


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



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

•Sets the cultural “tone at the top”

•Reviews the Firm’s strategic objectives and plans

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

•Oversees the Firm’s financial performance and condition

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



We actively engage with shareholders

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

•In 2020, our shareholder engagement initiatives included:

–Shareholder Outreach Program: In approximately 100 engagements with nearly 60 shareholders representing approximately 45% of the Firm’s outstanding common stock, we solicited feedback on strategy, financial and operating performance, governance, executive compensation and environmental and social matters, among others. Some of our directors, including our new Lead Independent Director, participated in engagements with several large shareholders.

–Meetings/Conferences: Senior management hosted approximately 40 investor meetings, and presented at approximately 10 investor conferences and at the Firm's 2020 Investor Day

–Annual Shareholder Meeting: We hosted the Firm's first virtual annual meeting with over 400 shareholders participating, representing an increase of over 800% from the previous annual meeting



Our governance practices promote Board effectiveness and shareholder interests


•Annual Board and committee assessment •Robust shareholder rights: –proxy access –right to call a special meeting –right to act by written consent			•Majority voting for all director elections •Stock ownership requirements for directors •100% Principal Standing Committee independence •Executive sessions of independent directors at each regular Board meeting

2021 PROXY STATEMENT

JPMORGAN CHASE & CO.

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						PROXY SUMMARY



New this year

To meet the unique challenges of 2020, the Firm enhanced existing programs and launched new efforts to demonstrate our continued commitment to shareholders, employees, clients, customers and stakeholders. These efforts are part of our response to some key ESG matters.



The Firm's response to COVID-19

•At the onset of the pandemic, the Firm invoked resiliency plans to allow its businesses to remain operational and implemented alternative work arrangements globally, with the majority of its global workforce working from home, which has continued into 2021

•The Firm implemented health and safety protocols and provided additional benefits to employees during the pandemic, including:

◦enhanced office hygiene measures;

◦over $100 million in special payments to employees whose job requires them to continue working onsite, with a focus on those with compensation of less than $60,000;

◦additional paid days off to manage personal needs;

◦additional support for employees with childcare needs; and

◦expanded healthcare and well-being resources

•Additionally, the Firm responded to increased market volatility, client demand for credit and liquidity, distress in certain industries/sectors and the ongoing impacts to consumers and businesses

•The Firm supported clients and customers by providing assistance primarily in the form of payment deferrals on loans and extending credit, including through participation in the Small Business Administration's ("SBA") Paycheck Protection Program ("PPP")

•The Firm has committed $250 million to help address humanitarian needs and long-term economic challenges posed by the pandemic on the communities in which the Firm operates



Our Path Forward – $30 billion commitment to advance racial equity

Building on existing investments to maintain a culture of respect and inclusion and advance racial equity, in 2020, we announced that we will commit $30 billion over the next five years to advance racial equity and combat systemic racism within the communities in which we work. We will harness our expertise in business, policy and philanthropy and will work to:

•Promote affordable housing and homeownership for underserved communities through new home purchase loans and refinancing loans for Black and Latinx households and financing of affordable rental units

•Grow Black and Latinx-owned businesses by providing additional loans to small businesses and supplier opportunities

•Improve financial health and access to banking in Black and Latinx communities

•Accelerate investment in employees and build a more diverse and inclusive workforce by holding executives accountable for progress on diversity, equity and inclusion priorities



Advancing climate solutions

Climate change is a critical issue, and JPMorgan Chase strives to do our part in collaboration with clients, shareholders, policymakers and other stakeholders. Last year, a shareholder proposal concerning climate change risk reporting received support from 48.6% of our shareholders. The Firm has embarked on numerous initiatives that are responsive to that proposal and underscore our ongoing efforts to advance sustainability in our operations and financing activities. We continue to undertake credit and environmental due diligence for clients in different sectors in line with our internal risk policy and standard requirements, evaluating necessary information to make well informed and commercial risk decisions relative to our risk tolerances. In 2020, the Firm:

•Committed to align our financing activities in three sectors—oil and gas, electric power and automotive manufacturing—with the goals of the Paris Agreement.

•Launched the Center for Carbon Transition to engage clients on their long-term business strategies and provide centralized access to sustainability-focused financing, research and advisory solutions

•Promoted sustainable development by completing the Firm's inaugural green bond issuance of $1 billion

•Sourced renewable energy for 100% of our global power needs and committed to become carbon neutral in our operations

•Enhanced our policy and industry engagement through participation in the Climate Leadership Council and Rocky Mountain Institute's Center for Climate-Aligned Finance

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

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PROXY SUMMARY



Proposal 1: Election of Directors – page 10

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

Nominee/Director of

JPMorgan Chase since1

Age

Principal Occupation

Other Public

Company Boards (#)

Committee Membership2

Linda B. Bammann
Director since 2013

Retired Deputy Head of Risk Management of JPMorgan Chase & Co.3

Risk (Chair);

Compensation & Management

Development

Stephen B. Burke
(Lead Independent Director) Director since 2004

Retired Chairman and Chief Executive Officer of NBCUniversal, LLC

Compensation & Management

Development (Chair);

Corporate Governance &

Nominating

Todd A. Combs
Director since 2016

Investment Officer at Berkshire Hathaway Inc.
President and CEO of GEICO

Corporate Governance &

Nominating (Chair);

Compensation & Management Development

James S. Crown
Director since 2004

Chairman and Chief Executive Officer of Henry Crown and Company

Public Responsibility (Chair);

Risk

James Dimon
Director since 2004

Chairman and Chief Executive Officer of JPMorgan Chase & Co.

Timothy P. Flynn
Director since 2012

Retired Chairman and Chief Executive Officer of KPMG International

Audit (Chair)

Mellody Hobson
Director since 2018

Co-CEO and President of Ariel Investments, LLC

Public Responsibility;
Risk

Michael A. Neal
Director since 2014

Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital

Audit;

Public Responsibility

Phebe N. Novakovic
Director since 2020

Chairman and Chief Executive Officer of General Dynamics Corporation

Audit

Virginia M. Rometty
Director since 2020

Retired Executive Chairman, President and Chief Executive Officer of International Business Machines Corporation

Compensation & Management Development;

Corporate Governance & Nominating

1Director of a heritage company of the Firm as follows: Bank One Corporation: Mr. Burke (2003–2004), Mr. Crown (1996–2004), Mr. Dimon, Chairman of the Board (2000–2004); First Chicago Corp.: Mr. Crown (1991–1996).

2Principal standing committee

3Retired from JPMorgan Chase & Co. in 2005

2021 PROXY STATEMENT

JPMORGAN CHASE & CO.

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						PROXY SUMMARY



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

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



We believe shareholders should consider three key factors in their evaluation of this year’s proposal:

1. How we think about pay decisions

The Firm’s How We Do Business Principles ("Business Principles") and strategic framework form the basis of our Operating Committee ("OC") members’ strategic priorities. The Compensation & Management Development Committee ("CMDC") references those strategic priorities and the Firm’s compensation philosophy to assess OC members’ performance and to determine their respective total compensation levels and pay mix.

2. How we performed against our business strategy

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

3. How performance determined pay in 2020

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



Disciplined performance assessment process to determine pay

The CMDC uses a balanced discretionary approach to determine annual compensation, which includes a disciplined assessment of performance against the aforementioned four broad dimensions over a sustained period of time. For 2020, compensation awarded to the OC members also represents a balance between the outstanding efforts and performance of the Firm during COVID-19 with the impact of the pandemic on the Firm's other stakeholders.

The table below summarizes the salary and incentive compensation awarded to our NEOs for 2020 performance.


			Incentive Compensation
Name and principal position	Salary		Cash		Restricted stock units		Performance share units		Total

James Dimon Chairman and CEO	$	1,500,000	$	5,000,000	$	—	$	25,000,000	$	31,500,000


Daniel Pinto1 Co-President and Co-Chief Operating Officer; CEO Corporate & Investment Bank		8,240,290		—		8,129,855		8,129,855		24,500,000


Gordon Smith Co-President and Co-Chief Operating Officer; CEO Consumer & Community Banking		750,000		8,700,000		6,525,000		6,525,000		22,500,000


Mary Callahan Erdoes CEO Asset & Wealth Management		750,000		8,100,000		6,075,000		6,075,000		21,000,000


Jennifer Piepszak Chief Financial Officer		750,000		4,500,000		3,375,000		3,375,000		12,000,000

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

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

Table of Contents


PROXY SUMMARY



Proposal 3: Approval of Amended and Restated Long-Term Incentive Plan effective May 18, 2021 – page 84

We are seeking approval of our Amended and Restated Long-Term Incentive Plan (the “2021 Plan”), to renew the term of the Amended and Restated Long-Term Incentive Plan approved by shareholders on May 15, 2018 (the “2018 Plan”) by four years, to a term date of May 31, 2025, and to authorize approximately 29 million additional shares, bringing the total number of shares authorized under the Plan to 85 million shares (which is unchanged from the 2018 Plan). During our annual shareholder outreach program and discussion of our equity compensation practices, our shareholders indicated a preference for more frequent requests for approval of a smaller quantity of shares, as opposed to requesting larger quantities less frequently. As a result, the Compensation & Management Development Committee and the Board considered this feedback in determining the number of shares to request for authorization under the 2021 Plan.

The 2021 Plan would also continue to incorporate our compensation program for non-employee directors, with certain established retainers (both cash and equity) and certain limitations on future changes to those retainers (which are unchanged from the 2018 Plan).



Proposal 4: Ratification of Firm’s independent registered public accounting firm – page 92

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Firm’s independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorgan Chase and its subsidiaries for the year ending December 31, 2021. A resolution is being presented to our shareholders requesting ratification of PwC’s appointment.

2021 PROXY STATEMENT

JPMORGAN CHASE & CO.

Table of Contents

Corporate Governance

Proposal 1: Election of Directors


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

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

Table of Contents


CORPORATE GOVERNANCE \| ELECTION OF DIRECTORS

Key factors for shareholder consideration



1			Director nominees, Director independence, recruitment & re-nomination •Nominees have executive experience and skills aligned with the Firm’s business and strategy •Ongoing recruitment and refreshment promote a balance of experience and fresh perspective •Since the 2020 Annual Meeting, a new director has been nominated for election, and one director retired

Pages 12-21



2	Board Governance
	•Lead Independent Director facilitates independent oversight of management •Board conducts an annual self-assessment and review of its leadership structure •Board sets the cultural “tone at the top”	•Board carries out a significant portion of its oversight responsibilities through its committees, allowing more in-depth attention devoted to overseeing key issues

Pages 22-27

Board oversight of the business and affairs of the Firm

•Board actively oversees the business and affairs of the Firm based on sound governance practices and effective leadership structure

•Board reviews the strategic objectives and plans of the Firm

•Board oversees the Firm’s financial performance and condition

•Board oversees the Firm’s risk management and internal control frameworks

•Board evaluates CEO performance and compensation, and oversees talent management for other senior executives

Pages

28-29

Board engagement with the Firm’s stakeholders

•We reached out to over 100 of our largest shareholders, representing over 50% of the Firm’s outstanding common stock, and proxy advisory firms. In approximately 100 engagements with nearly 60 shareholders representing approximately 45% of the Firm’s outstanding common stock, we received feedback on strategy, financial and operating performance, governance, executive compensation, and environmental and social matters, among other matters. Some of our directors, including our new Lead Independent Director, participated in discussions with several large shareholders

•The Board engages with, and reviews feedback from, our stakeholders, including shareholders, employees, customers, suppliers and communities in which we work

Pages

30-31

2021 PROXY STATEMENT

JPMORGAN CHASE & CO.

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						ELECTION OF DIRECTORS \| CORPORATE GOVERNANCE

Director nominees

Board governance

Board oversight

Board engagement

1. Director nominees

Our Directors

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

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

In the biographical information about our director nominees that follows, the ages indicated are as of May 18, 2021, and the other information is as of the date of this proxy statement. There are no family relationships among the director nominees or between the director nominees and any executive officer. Unless otherwise stated, all nominees have been continuously employed by their present employers for more than five years.

All of the nominees are currently directors of the Firm. Other than Ms. Novakovic, who was elected to the Board effective December 2020, each was elected to the Board by our shareholders at our 2020 annual meeting.

Each nominee has agreed to be named in this proxy statement and, if elected, to serve a one-year term expiring at our 2022 annual meeting.

Directors are expected to attend our annual shareholder meetings. Nine of the ten directors serving on our Board at the time of the 2020 annual meeting attended the meeting. One director was unable to attend due to a prior professional obligation.

COMPOSITION OF BOARD NOMINEES

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

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CORPORATE GOVERNANCE \| ELECTION OF DIRECTORS

Director nominees

Board governance

Board oversight

Board engagement

ATTRIBUTES AND SKILLS OF THE NOMINEES

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



All of our nominees possess: integrity, judgment, strong work ethic, strength of conviction, collaborative approach to engagement, inquisitiveness, independent perspective and willingness to appropriately challenge management


FINANCE AND ACCOUNTING	•Knowledge of or experience in accounting, financial reporting or auditing processes and standards is important to effectively oversee the Firm’s financial position and condition and the accurate reporting thereof, and to assess the Firm’s strategic objectives from a financial perspective	10 Nominees

FINANCIAL SERVICES	•Experience in or with the financial services industry, including investment banking, global financial markets or consumer products and services, allows Board members to evaluate the Firm’s business model, strategies and the industry in which we compete	7 Nominees

INTERNATIONAL BUSINESS OPERATIONS	•Experience in diverse geographic, political and regulatory environments enables the Board to effectively oversee the Firm as it serves customers and clients across the globe	9 Nominees

LEADERSHIP OF A LARGE, COMPLEX ORGANIZATION	•Executive experience managing business operations and strategic planning allows Board members to effectively oversee the Firm’s complex worldwide operations	10 Nominees

MANAGEMENT DEVELOPMENT, SUCCESSION PLANNING, AND COMPENSATION	•Experience in senior executive development, succession planning and compensation matters helps the Board to effectively oversee the Firm’s efforts to recruit, retain and develop key talent and provide valuable insight in determining compensation of the CEO and other executive officers	10 Nominees

PUBLIC COMPANY GOVERNANCE	•Knowledge of public company governance matters, policies and best practices assists the Board in considering and adopting applicable corporate governance practices, interacting with stakeholders and understanding the impact of various policies on the Firm’s functions	10 Nominees

TECHNOLOGY	•Experience with or oversight of innovative technology, cybersecurity, information systems/data management, fintech or privacy is important in overseeing the security of the Firm’s operations, assets and systems as well as the Firm’s ongoing investment in and development of innovative technology	8 Nominees

REGULATED INDUSTRIES	•Experience with regulated businesses, regulatory requirements and relationships with global regulators is important because the Firm operates in a heavily regulated industry	10 Nominees

RISK MANAGEMENT AND CONTROLS	•Skills and experience in assessment and management of business and financial risk factors allow the Board to effectively oversee risk management and understand the most significant risks facing the Firm	10 Nominees

2021 PROXY STATEMENT

JPMORGAN CHASE & CO.

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						ELECTION OF DIRECTORS \| CORPORATE GOVERNANCE

Director nominees

Board governance

Board oversight

Board engagement

Age: 65

Director since: 2013

Committees:

•Risk Committee (Chair)

•Compensation & Management Development Committee

Director Qualification Highlights:

•Financial services

•Regulated industries

•Risk management and controls

Linda B. Bammann

Retired Deputy Head of Risk Management of JPMorgan Chase & Co.

Through her service on other boards, including as Chair of the Business and Risk Committee of the Federal Home Loan Mortgage Corporation and her management tenure at JPMorgan Chase and Bank One Corporation, Ms. Bammann has developed insight and wide-ranging experience in financial services and extensive expertise in risk management and regulatory issues.

Career Highlights

JPMorgan Chase & Co., a financial services company (merged with Bank One Corporation in July 2004)

•Deputy Head of Risk Management (2004–2005)

•Chief Risk Management Officer and Executive Vice President, Bank One Corporation (2001–2004)

•Senior Managing Director, Banc One Capital Markets (2000–2001)

Other Public Company Directorships Within the Past Five Years

•None

Other Experience

•Former Board Member, Risk Management Association

•Former Chair, Loan Syndications and Trading Association

•Board Member, Travis Mills Foundation

Education

•Graduate of Stanford University

•M.A., Public Policy, University of Michigan

Age: 62

Director since: 2004

Committees:

•Compensation & Management Development Committee (Chair)

•Corporate Governance & Nominating Committee

Director Qualification Highlights:

•Finance and accounting

•Leadership of a large, complex organization

•Regulated industries

Stephen B. Burke (Lead Independent Director)

Retired Chairman and Chief Executive Officer of NBCUniversal, LLC

Mr. Burke’s roles at Comcast Corporation and his prior work at other large global media corporations have given him broad exposure to the challenges associated with managing large and diverse businesses. In these roles, he has dealt with a variety of issues including audit and financial reporting, risk management, executive compensation, sales and marketing, technology and operations. These experiences have also provided Mr. Burke a background in regulated industries and international business. Mr. Burke retired from his executive and board positions at NBCUniversal and Comcast in 2020.

Career Highlights

Comcast Corporation/NBCUniversal, LLC, leading providers of entertainment, information and communication products and services

•Senior Advisor, Comcast Corporation (since 2021)

•Chairman of NBCUniversal, LLC and NBCUniversal Media, LLC (2020)

•Senior executive officer of Comcast Corporation (2011-2020)

•Chief Executive Officer and President of NBCUniversal, LLC and NBCUniversal Media, LLC (2011-2019)

•Chief Operating Officer, Comcast (2004–2011)

•President, Comcast Cable Communications Inc. (1998–2010)

Other Public Company Directorships Within the Past Five Years

•Berkshire Hathaway Inc. (since 2009)

Education

•Graduate of Colgate University

•M.B.A., Harvard Business School

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

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CORPORATE GOVERNANCE \| ELECTION OF DIRECTORS

Director nominees

Board governance

Board oversight

Board engagement

Age: 50

Director since: 2016

Committees:

•Corporate Governance & Nominating Committee (Chair)

•Compensation & Management Development Committee

Director Qualification Highlights:

•Financial services

•Regulated industries

•Risk management and controls

Todd A. Combs

President and Chief Executive Officer of GEICO and Investment Officer at Berkshire Hathaway Inc.

Mr. Combs’ roles have provided him with extensive experience in financial markets, risk assessment and regulatory matters. His service on three of Berkshire Hathaway’s subsidiary boards has given him expertise and insight into matters such as corporate governance, strategy, succession planning and compensation.

Career Highlights

Berkshire Hathaway Inc., a holding company whose subsidiaries engage in a number of diverse business activities including finance, insurance and reinsurance, utilities and energy, freight rail transportation, manufacturing, retailing and other services

•President and CEO, GEICO (since 2020)

•Investment Officer (since 2010)

Castle Point Capital Management

•CEO and Managing Member (2005–2010)

Other Public Company Directorships Within the Past Five Years

•None

Education

•Graduate of Florida State University

•M.B.A., Columbia Business School

Age: 67

Director since: 2004

Committees:

•Public Responsibility Committee (Chair)

•Risk Committee

Director Qualification Highlights:

•Financial services

•Management development and succession planning

•Risk management and controls

James S. Crown

Chairman and Chief Executive Officer of Henry Crown and Company

Mr. Crown’s position with Henry Crown and Company and his service on other public company boards have given him extensive experience with risk management, audit and financial reporting, investment management, capital markets activity and executive compensation matters.

Career Highlights

Henry Crown and Company, a privately owned investment company that invests in public and private securities, real estate, and operating companies

•Chairman and Chief Executive Officer (since 2018)

•President (2002–2017)

•Vice President (1985–2002)

Other Public Company Directorships Within the Past Five Years

•General Dynamics (since 1987) — Lead Director since 2010

Other Experience

•Chairman of the Board of Trustees, Aspen Institute

•Trustee, Museum of Science and Industry

•Trustee, University of Chicago

•Member, American Academy of Arts and Sciences

•Former member, President’s Intelligence Advisory Board

Education

•Graduate of Hampshire College

•J.D., Stanford University Law School

2021 PROXY STATEMENT

JPMORGAN CHASE & CO.

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						ELECTION OF DIRECTORS \| CORPORATE GOVERNANCE

Director nominees

Board governance

Board oversight

Board engagement

Age: 65

Director since: 2004 and Chairman of the Board since 2006

Director Qualification Highlights:

•Financial services

•Leadership of a large, complex organization

•Management development and succession planning

•Regulated industries

James Dimon

Chairman and Chief Executive Officer of JPMorgan Chase & Co.

Mr. Dimon is an experienced leader in the financial services industry and has extensive international business expertise. As CEO, he is knowledgeable about all aspects of the Firm’s business activities. His work has given him substantial insight into the regulatory process.

Career Highlights

JPMorgan Chase & Co., a financial services company (merged with Bank One Corporation in July 2004)

•Chairman of the Board (since 2006) and Director (since 2004); Chief Executive Officer (since 2005)

•President (2004–2018)

•Chief Operating Officer (2004–2005)

•Chairman and Chief Executive Officer at Bank One Corporation (2000–2004)

Other Public Company Directorships Within the Past Five Years

•None

Other Experience

•Member of Board of Deans, Harvard Business School

•Director, Catalyst

•Member, Business Roundtable

•Member, Business Council

•Trustee, New York University School of Medicine

Education

•Graduate of Tufts University

•M.B.A., Harvard Business School

Age: 64

Director since: 2012

Committees:

•Audit Committee (Chair)

Director Qualification Highlights:

•Finance and accounting

•Leadership of a large, complex organization

•Risk management and controls

Timothy P. Flynn

Retired Chairman and Chief Executive Officer of KPMG International

Through his leadership positions at KPMG, Mr. Flynn gained perspective on the evolving business and regulatory environment, expertise in many of the issues facing complex, global companies, and extensive experience in financial services, auditing matters and risk management.

Career Highlights

KPMG International, a global professional services organization providing audit, tax and advisory services

•Chairman, KPMG International (2007–2011)

•Chairman, KPMG LLP (2005–2010)

•Chief Executive Officer, KPMG LLP (2005–2008)

•Vice Chairman, Audit and Risk Advisory Services, KPMG LLP (2001–2005)

Other Public Company Directorships Within the Past Five Years

•United Healthcare (since 2017)

•Wal-Mart Stores, Inc. (since 2012)

•Alcoa Corporation (2016–2021)

•Chubb Corporation (2013–2016)

Other Experience

•Member of Board of Trustees, The University of St. Thomas

•Former Trustee, Financial Accounting Standards Board

•Former Member, World Economic Forum’s International Business Council

•Former Board Member, International Integrated Reporting Council

Education

•Graduate of The University of St. Thomas

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

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CORPORATE GOVERNANCE \| ELECTION OF DIRECTORS

Director nominees

Board governance

Board oversight

Board engagement

Age: 52

Director since: 2018

Committees:

•Public Responsibility Committee

•Risk Committee

Director Qualification Highlights:

•Financial services

•Management development and succession planning

•Regulated industries

Mellody Hobson

Co-CEO and President of Ariel Investments, LLC

Ms. Hobson’s roles at Ariel Investments, LLC, as well as on public company boards, have provided her with significant experience in financial services and financial markets, corporate governance, strategic planning, operations, regulatory issues and international business.

Career Highlights

Ariel Investments, LLC, a global asset management firm

•Co-CEO (since 2019)

•President and Director (since 2000)

•Chairman of the Board of Trustees of Ariel Investment Trust, a registered investment company (since 2006)

Regular contributor and analyst on finance, the markets and economic trends for CBS News

Other Public Company Directorships Within the Past Five Years

•Starbucks Corporation — Chair (since 2021); Vice Chair (2018-2021); member (since 2005)

•DreamWorks Animation SKG, Inc. (2004–2016)

•The Estée Lauder Companies Inc. (2005–2018)

Other Experience

•Chair, After School Matters

•Ex Officio / Former Chair, The Economic Club of Chicago

•Executive Committee of the Board of Governors, Investment Company Institute

•Vice Chair, World Business Chicago

•Former regular contributor and analyst on finance, the markets and economic trends for CBS news

Education

•Graduate of the School of Public and International Affairs at Princeton University

Age: 68

Director since: 2014

Committees:

•Audit Committee

•Public Responsibility Committee

Director Qualification Highlights:

•Financial services

•International business operations

•Leadership of large, complex organization

Michael A. Neal

Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital

Mr. Neal has extensive experience managing large, complex businesses in regulated industries around the world. During his career with General Electric and GE Capital, Mr. Neal oversaw the provision of financial services and products to consumers and businesses of all sizes globally. His professional background has provided him with extensive expertise and insight in risk management, strategic planning and operations, finance and financial reporting, government and regulatory relations, and management development and succession planning.

Career Highlights

General Electric Company, a global industrial and financial services company

•Vice Chairman (2005–2013)

•Chairman and Chief Executive Officer, GE Capital (2007–2013)

Other Public Company Directorships Within the Past Five Years

•None

Other Experience

•Trustee, The GT Foundation of the Georgia Institute of Technology

Education

•Graduate of the Georgia Institute of Technology

2021 PROXY STATEMENT

JPMORGAN CHASE & CO.

Table of Contents


						ELECTION OF DIRECTORS \| CORPORATE GOVERNANCE

Director nominees

Board governance

Board oversight

Board engagement

Age: 63

Director since: 2020

Committees:

•Audit Committee

Director Qualification Highlights:

•International Business Operations

•Leadership of a large complex organization

•Technology

Phebe N. Novakovic

Chairman and Chief Executive Officer of General Dynamics

Ms. Novakovic's leadership roles at General Dynamics, as well as her tenure with the Office of Management and Budget and as Special Assistant to the Secretary and Deputy Secretary of Defense, have provided her with significant experience in international business operations, leadership of a large complex organization, and regulated industries and regulatory issues.

Career Highlights

General Dynamics, a global aerospace and defense company

•Chairman and Chief Executive Officer (since 2013)

•President and Chief Operating Officer (2012)

•Executive Vice President, Marine Systems (2010-2012)

•Senior Vice President, Planning and Development (2005-2012)

•Vice President (2002-2005)

Other Public Company Directorships Within the Past Five Years

•General Dynamics - Chairman since 2013; member since 2012

•Abbott Laboratories (2010-2021)

Other Experience

•Chairman of the Board of Directors, Association of the United States Army

•Chairman of the Board of Trustees, Ford's Theatre

•Trustee, Northwestern University

•Director, Northwestern Memorial Healthcare

•Member, Business Roundtable

Education

•Graduate of Smith College

•M.B.A., University of Pennsylvania Wharton School

Age: 63

Director since: 2020

Committees:

•Corporate Governance & Nominating Committee

•Compensation & Management Development Committee

Director Qualification Highlights:

•Leadership of a large, complex organization

•Public company governance

•Technology

Virginia M. Rometty

Retired Executive Chairman, President and Chief Executive Officer of International Business Machines Corporation (“IBM”)

During her tenure spanning four decades at IBM, Mrs. Rometty has gained extensive expertise in technology, and in all aspects of leading a complex global business, including succession planning, public company governance, as well as operational and regulatory issues. Mrs. Rometty retired from the President and Chief Executive Officer roles at IBM on April 6, 2020 and as Executive Chairman of the Board on December 31, 2020.

Career Highlights

IBM, a global information technology company

•Executive Chairman (2020)

•Chairman, President and Chief Executive Officer (2012-2020)

Other Public Company Directorships Within the Past Five Years

•IBM (2012-2020)

Other Experience

•Co-Chair, OneTen

•Member, Business Roundtable

•Member, Council on Foreign Relations

•Member, Peterson Institute for International Economics

•Vice Chairman, Board of Trustees, Northwestern University

•Board of Trustees, Memorial Sloan-Kettering Cancer Center

•Former Member, President’s Export Council

Education

•Graduate of Northwestern University

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

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CORPORATE GOVERNANCE \| ELECTION OF DIRECTORS

Director nominees

Board governance

Board oversight

Board engagement

Director independence

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

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

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

•Consumer credit: credit cards issued to directors Bammann, Crown, Flynn, Hobson, Neal, Novakovic and their immediate family members

•Wholesale credit: extensions of credit and other financial and financial advisory products and services provided to: Berkshire Hathaway Inc., for which Mr. Combs is an Investment Officer, and its subsidiaries; Henry Crown and Company, for which Mr. Crown is Chairman and Chief Executive Officer, and other Crown family-owned entities; Ariel Investments, LLC, for which Ms. Hobson is Co-Chief Executive Officer and President, and its subsidiaries and funds; certain entities wholly-owned by Ms. Hobson’s spouse; and General Dynamics Corporation, for which Ms. Novakovic is Chairman and Chief Executive Officer, and its subsidiaries

•Goods and services: commercial office space leased by the Firm from subsidiaries of companies in which Mr. Crown and members of his immediate family have indirect ownership interests; purchases from Berkshire Hathaway subsidiaries of private aviation services, professional services related to the Firm’s corporate-owned aircraft, and merchandising fixtures for retail branches; and purchases from General Dynamics subsidiaries of corporate aircraft and associated maintenance services and parts

The Board, having reviewed the relevant relationships between the Firm and each director and nominee, determined, in accordance with the NYSE’s listing standards and the Firm’s independence standards, that each non-management director (Linda B. Bammann, Stephen B. Burke, Todd A. Combs, James S. Crown, Timothy P. Flynn, Mellody Hobson, Michael A. Neal, Phebe N. Novakovic and Virginia M. Rometty) had only immaterial relationships with JPMorgan Chase and accordingly is independent. James A. Bell and Laban P. Jackson, Jr., who retired in May 2020, and Lee R. Raymond who retired in December 2020, had only immaterial relationships with JPMorgan Chase and accordingly were independent directors.

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

2021 PROXY STATEMENT

JPMORGAN CHASE & CO.

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						ELECTION OF DIRECTORS \| CORPORATE GOVERNANCE

Director nominees

Board governance

Board oversight

Board engagement

Director recruitment

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



Candidate recommendations The Governance Committee solicits candidate recommendations from shareholders, directors, and management and has been assisted by a third-party advisor in identifying qualified candidates





Assessment In evaluating prospective directors, among other items, the Governance Committee considers: •The Firm’s Governance Principles •The Firm’s strategy, risk profile and current Board composition •Candidate’s specific skills and experiences based on the needs of the Firm •Candidate diversity





Candidate meetings The potential nominee meets with the Governance Committee, Lead Independent Director, Chairman of the Board, other members of the Board and senior management, as appropriate





Full Board consideration The candidate is put forward for consideration by the full Board

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

Recent Board Refreshment

Since our last annual shareholders meeting, the Board, using the process described above and taking into account, among other factors, shareholders’ interest in board refreshment and adding directors with experience in technology and leadership of large, complex organizations, elected Phebe N. Novakovic to the Board effective December 2020. Ms. Novakovic has been among a select group of individuals considered as part of the Governance Committee’s evaluation of prospective Board members in recent years and has been an active participant at Firm events, including as a featured speaker. Based on her background and the support of several directors familiar with Ms. Novakovic's diligence, efforts and effectiveness, Mr. Dimon suggested that the Governance Committee consider Ms. Novakovic as a prospective candidate. After members of the Board met with Ms. Novakovic and the Governance Committee reviewed her qualifications, as well as her constructive personal attributes and her independence, Ms. Novakovic was recommended for election to the Board. For information on Ms. Novakovic’s qualifications, see page 18.

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

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CORPORATE GOVERNANCE \| ELECTION OF DIRECTORS

Director nominees

Board governance

Board oversight

Board engagement

Director re-nomination

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

Retirement Policy

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

None of our director nominees will be 72 or older this year.

For a description of the annual Board and committee self-assessment process, see page 27.

2021 PROXY STATEMENT

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						ELECTION OF DIRECTORS \| CORPORATE GOVERNANCE

Director nominees

Board governance

Board oversight

Board engagement

2. Board governance

Strong governance practices

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


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


			Semi-annual Board review of investor feedback
			Ongoing consideration of Board composition and refreshment, including diversity in director succession
			Strong director attendance: each director attended 75% or more of total meetings of the Board and committees on which he or she served during 2020
			Stock ownership requirements for directors
			Board oversight of corporate responsibility and ESG matters
			Robust anti-hedging and anti-pledging policies
			Direct Board access to management

Our Board’s leadership structure

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

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

Based on consideration of the factors described on the following page, our Board has determined that combining the roles of Chairman and CEO is the most effective leadership structure for the Board at this time. The Board believes the present structure provides the Firm and the Board with strong leadership, appropriate independent oversight of management, continuity of experience that complements ongoing Board refreshment, and the ability to communicate their business and strategy to shareholders, clients, employees, regulators and the public in a single voice.

As required by the Firm’s Governance Principles when the role of the Chairman is combined with that of the CEO, the independent directors appointed a Lead Independent Director. Our Lead Independent Director focuses on the Board’s priorities and processes, facilitates independent oversight of management and promotes open dialogue among the independent directors during Board meetings, at

executive sessions without the presence of the CEO and between Board meetings.

In September 2020, the independent directors of the Board unanimously elected Stephen B. Burke as Lead Independent Director, succeeding Lee R. Raymond, effective January 1, 2021. In electing Mr. Burke as Lead Independent Director, the Board confirmed its March 2020 determination that its leadership structure, with a combined CEO and Chairman and Lead Independent Director, remains in the best interests of the Firm and its shareholders. The directors also considered the Board’s ongoing succession planning for the Lead Independent Director, the skills and attributes required of the role, and Mr. Burke’s background and experience, including his in-depth knowledge of the Firm and its businesses, strong interpersonal skills, demonstrated independent judgment and financial and operational track record as CEO of NBCUniversal. Mr. Raymond announced his resignation from the Board in December 2020, effective at the end of the year.

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2021 PROXY STATEMENT

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CORPORATE GOVERNANCE \| ELECTION OF DIRECTORS

Director nominees

Board governance

Board oversight

Board engagement

Factors the Board considers in reviewing its leadership structure

The Board reviews its leadership structure not less than annually, and conducted its most recent review in March 2021, considering the following factors:

•The current composition of the Board

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

•The people currently in the roles of Chairman and Lead Independent Director and their record of strong leadership and performance in their roles

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

•The Firm’s circumstances, including its financial performance

•The views of our stakeholders, including shareholders

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

•Such other factors as the Board determines

Respective duties and responsibilities of the Chairman and Lead Independent Director


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

2021 PROXY STATEMENT

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						ELECTION OF DIRECTORS \| CORPORATE GOVERNANCE

Director nominees

Board governance

Board oversight

Board engagement

Board meetings

Board Meetings
Communication between
meetings as appropriate

Executive sessions of
independent directors

Led by Lead Independent Director

Meetings of Principal
Standing Committees

Meetings of Specific
Purpose Committees

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

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

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

The full Board met 13 times in 2020. For more information on committees, see below. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served in 2020.

Committees of the Board

A significant portion of our Board’s oversight responsibilities is carried out through its five independent, principal standing committees: Audit Committee, CMDC, Governance Committee, Public Responsibility Committee ("PRC") and Risk Committee. Allocating responsibilities among committees allows more in-depth attention devoted to the Board’s oversight of the business and affairs of the Firm.

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

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

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

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

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

•Calling meetings of their committees

•Approving agendas for their committee meetings

•Presiding at meetings of their committees

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

•Working directly with the senior management responsible for committee mandates

The Board determined each member of the Audit Committee in 2020 (Timothy P. Flynn, Todd A. Combs, Michael A. Neal and Phebe N. Novakovic) to be an audit committee financial expert in accordance with the definition established by the SEC, and that Ms. Bammann, the chair of the Risk Committee, has experience in identifying, assessing and managing risk exposures of large, complex financial firms in accordance with rules issued by the Board of Governors of the Federal Reserve System (“Federal Reserve”).

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2021 PROXY STATEMENT

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CORPORATE GOVERNANCE \| ELECTION OF DIRECTORS

Director nominees

Board governance

Board oversight

Board engagement

Key oversight responsibilities

BOARD OF DIRECTORS

Audit

CMDC

Risk

PRC

Governance

16 meetings in 2020

Oversees:

•The independent registered public accounting firm’s qualifications and independence

•The performance of the internal audit function and the independent public accounting firm

•Management’s responsibilities to assure that there is an effective system of controls

•Internal control framework

•Integrity of financial statements

•Compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations

•Reputational risks and conduct risks within its scope of responsibility

7 meetings in 2020

Oversees:

•Development of and succession for key executives

•Compensation principles and practices

•Compensation and qualified benefit programs

•Operating Committee performance assessments and compensation

•Firm’s Business Principles, culture and significant employee conduct issues and any related actions

•Reputational risks and conduct risks within its scope of responsibility

7 meetings in 2020

Oversees:

•Management’s responsibility to implement an effective global risk management framework reasonably designed to identify, assess and manage the Firm’s risks, including:

–Strategic risk

–Market risk

–Credit and investment risk

–Operational risk

•Applicable primary risk management policies

•Risk appetite results and breaches

•The Firm’s capital and liquidity planning and analysis

•Reputational risks and conduct risks within its scope of responsibility

4 meetings in 2020

Oversees:

•Community investing and fair lending practices

•Political contributions, major lobbying priorities and principal trade association memberships related to public policy

•Sustainability, including ESG policies and activities

•Consumer practices, including consumer experience, consumer complaint resolution and consumer issues related to disclosures, fees or the introduction of major new products

•Reputational risks and conduct risks within its scope of responsibility

9 meetings in 2020

Oversees:

•Proposed nominees for election to the Board

•Corporate governance practices applicable to the Firm

•The framework for the Board’s self-assessment

•Shareholder matters

•Board composition and nominees

•Reputational risks and conduct risks within its scope of responsibility

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

Other Standing Committees

The Board has two additional standing committees:

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

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

The Board may establish additional standing committees as needed.

Specific Purpose Committees

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

The Markets Compliance Committee provides oversight in connection with certain markets-related matters, including the Federal Reserve Consent order and the Deferred Prosecution Agreement entered into with the U.S. Department of Justice to resolve its precious metals and U.S. Treasuries investigations. It oversees and provides guidance to management with respect to relevant aspects of the company’s control agenda and oversees and monitors progress under plans developed by management with respect to these matters.

The Omnibus Committee reviews matters delegated by the Board.

As the Firm achieves its objectives in a specific area, the work of the relevant Specific Purpose Committee will be concluded and, subject to regulatory consent where applicable, the committee will be disbanded.

Additional Specific Purpose Committees may be established from time to time in the future to address particular issues.

2021 PROXY STATEMENT

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						ELECTION OF DIRECTORS \| CORPORATE GOVERNANCE

Director nominees

Board governance

Board oversight

Board engagement

Current Board committee membership

Director

Audit

CMDC

Governance

PRC

Risk

Specific

Purpose1

Linda B. Bammann

Member

Chair

Stephen B. Burke2

Chair

Member

Todd A. Combs

Member

Chair

James S. Crown

Chair

Member

James Dimon

Timothy P. Flynn

Chair

Mellody Hobson

Member

Michael A. Neal

Member

Phebe N. Novakovic

Member

Virginia M. Rometty

Member

1The Board’s Specific Purpose Committees in 2020 were:

A – Markets Compliance Committee

B – Omnibus Committee

2Lead Independent Director

Ms. Novakovic was elected by the Board effective December 2020 and all other directors of the Firm were elected by shareholders in 2020. Ms. Novakovic joined the Audit Committee, and Ms. Rometty joined the CMDC and Governance Committee in January 2021. All of the directors of the Firm comprise the full Boards of JPMorgan Chase Bank, National Association (the “Bank”) and an intermediate holding company, JPMorgan Chase Holdings LLC (the “IHC”). Mr. Burke is the independent Chairman of the Board of the Bank; IHC does not have a Chairman of the Board.

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2021 PROXY STATEMENT

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CORPORATE GOVERNANCE \| ELECTION OF DIRECTORS

Director nominees

Board governance

Board oversight

Board engagement

Board and Committee self-assessment

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



Determine self-assessment framework The Governance Committee reviews and provides feedback on the annual self-assessment framework.





Conduct Board and Committee assessments The Board reviews the actions taken in response to the previous year’s self-assessment and reviews the Board’s performance against regulatory requirements including its responsibilities under the OCC’s “Heightened Standards” for large national banks. Board discussion topics include: strategic priorities; board structure; how the board spends its time; oversight of and interaction with management; oversight of culture; diversity and talent and related risk controls framework; and committee effectiveness. Each principal standing committee conducts a self-assessment that includes a review of performance against committee charter requirements and focuses on committee agenda planning and the flow of information received from management. Committee discussion topics include committee composition and effectiveness, leadership, and the content and quality of meeting materials.





Hold one-on-one discussions The directors hold private individual discussions with the General Counsel using a discussion guide that frames the self-assessment. The General Counsel and Lead Independent Director review feedback from the individual discussions.





Present action items to full Board The General Counsel and Lead Independent Director report the feedback received to the Board. Appropriate action plans are developed to address the feedback received. Throughout the year, the Board and Committees partner with management to execute and evaluate progress on action items.

Director education

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

2021 PROXY STATEMENT

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						ELECTION OF DIRECTORS \| CORPORATE GOVERNANCE

Director nominees

Board governance

Board oversight

Board engagement

3. Board oversight

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

Strategy

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

Executive performance and talent management

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

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

Financial performance and condition

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

Reports on the Firm’s financial performance and condition are presented at each regularly scheduled Board meeting. The Firm’s annual Comprehensive Capital Analysis and Review (“CCAR”) submission, which contains the Firm’s

proposed plans to make capital distributions, such as dividend payouts, stock repurchases and other capital actions, is reviewed and approved prior to its submission to the Federal Reserve. In addition, the Audit Committee assists the Board in the oversight of the Firm’s financial statements and internal control framework. The Audit Committee also assists the Board in the appointment, retention, compensation, evaluation and oversight of the Firm’s independent registered public accounting firm. For further information, see “Risk management and internal control framework” below.

Risk management and internal
control framework

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

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

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

Conduct risk is the risk that any action or inaction by an employee or employees could lead to unfair client or customer outcomes, impact the integrity of the markets in which the Firm operates or compromise the Firm’s reputation. Conduct risk is overseen by each of the five principal standing committees of the Board, with each committee overseeing conduct risks within that committee's scope of responsibility. Each LOB and Corporate Function is accountable for identifying and managing its conduct risk to promote a culture consistent with the Business Principles. The full set of Business Principles is included in “How We Do

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

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CORPORATE GOVERNANCE \| ELECTION OF DIRECTORS

Director nominees

Board governance

Board oversight

Board engagement

Business — The Report,” which is posted on our website at jpmorganchase.com/about/governance. For more information about the Firm’s risk management, see the “Firmwide risk management” section of the 2020 Form 10-K.

Environmental, social and
governance matters

As noted throughout this Proxy, oversight of ESG matters is an important part of the Board's work, and ESG matters are considered in setting the policies and principles that govern our business. More specifically, the Board oversees a range of matters including:

•the Firm’s governance-related policies and practices;

•our systems of risk management and controls;

•our investment in our employees;

•the manner in which we serve our customers and support our communities; and

•how we advance sustainability in our business and operations.

In particular, the Board’s PRC provides oversight of the Firm’s positions and practices on public responsibility matters such as community investment, fair lending, consumer practices, sustainability and other public policy issues that reflect the Firm’s values and impact its reputation among all of its stakeholders. In the past year, in addition to the work of the PRC, the Board members contributed to discussions regarding the Firm’s approach to COVID-19, racial equity and climate change, as discussed on page 6.

The Firm is committed to being transparent about our approach to and performance on ESG topics. One way we do this is by publishing an annual ESG Report, which provides information on how we are addressing the ESG matters that we and our stakeholders view as among the most important to our business. We continually monitor the evolving disclosure landscape and evaluate which frameworks best address our stakeholders' interest. As of 2020, our ESG disclosures are informed by the Global Reporting Initiative, Sustainability Accounting Standards Board and the Task Force on Climate-Related Financial Disclosures ("TCFD"). The ESG information page on our website provides links to numerous JPMorgan Chase publications, documents, policies and other sources of information about various ESG topics, which are available at jpmorganchase.com/about/governance/esg.

2021 PROXY STATEMENT

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						ELECTION OF DIRECTORS \| CORPORATE GOVERNANCE

Director nominees

Board governance

Board oversight

Board engagement

4. Board engagement

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

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

Shareholders and other interested parties

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

How we communicate:

Who we engage:

How we engage:

•Annual Report

•Proxy Statement

•SEC filings

•Press releases

•Firm website

•ESG, TCFD Climate and Corporate Responsibility Reports

•Institutional shareholders

•Retail shareholders

•Investors

•Proxy advisory firms

•ESG rating firms

•Industry thought leaders

•Community and business leaders

•Quarterly earnings calls

•Investor meetings and conferences

•Shareholder Outreach Program

•Annual Shareholder Meeting

Semiannual Shareholder Outreach Program:

•Twice a year, we conduct a comprehensive formal Shareholder Outreach Program focused on topics including corporate governance, shareholder rights, executive compensation as well as the Firm's social and environmental impact.

•We reach out to over 100 of our largest shareholders as well as proxy advisory firms. In these meetings, management shares information and provides updates on aforementioned topics, addresses questions and solicits shareholders' perspectives and feedback. Directors participate in these meetings as appropriate.

•Following each Shareholder Outreach Program, shareholders' areas of focus and feedback are provided to the Board.

2020 Engagements

•Senior Management

◦Hosted approximately 40 investor meetings

◦Presented at approximately 10 investor conferences as well as the Firm's 2020 Investor Day

◦Met with shareholders and other interested parties around the world

•Shareholder Outreach Program

◦Approximately 100 engagements with nearly 60 shareholders representing approximately 45% of the Firm's outstanding common stock

◦Directors participated as appropriate

◦Frequently discussed topics included:

▪The Firm's strategy, financial and operating performance and risk management in light of COVID-19

▪Board composition

▪Board and management succession planning

▪Enhancements to the executive compensation program and disclosures

▪The Firm's sustainability efforts, including its Paris-aligned financing commitment

▪The Firm's efforts to advance racial equity, including its $30 billion commitment

JPMORGAN CHASE & CO.

2021 PROXY STATEMENT

Table of Contents


CORPORATE GOVERNANCE \| ELECTION OF DIRECTORS

Director nominees

Board governance

Board oversight

Board engagement

Employees

Our Board is committed to maintaining a strong corporate culture that, based on our core values of respect, integrity and inclusion, instills and enhances a sense of personal accountability on the part of all of the Firm’s employees.

In addition to discussions at Board meetings with senior management about these efforts, our directors participate in meetings with employees to emphasize this commitment. These meetings include employee town halls, lines of business and leadership team events, annual senior leaders’ meetings and informal sessions with members of the OC and other senior leaders.

Regulators

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

Stakeholders

We share a fundamental commitment to all of our stakeholders, including our customers, suppliers and communities in which we work. As we strive to deliver value, management engages with our stakeholders on a range of issues in a variety of ways. These may include participation in consumer advisory panels, town halls and meetings with policy advocacy groups and nonprofit organizations. We actively seek feedback on key topics to help us better understand what is important to our stakeholders and find ways to deliver value while also navigating financial, legal and regulatory considerations. In recent years, we have engaged in extensive stakeholder outreach pertaining to, among other topics, human capital management including diversity, equity and inclusion, climate change risk and ESG-related disclosures.

Management shares insights and feedback from these relationships and engagements with the Board, providing the Board with valuable insights. Board members are also provided opportunities to engage with stakeholders through client events, town halls, business resource groups ("BRG"), and shareholder discussions.

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						DIRECTOR COMPENSATION \| CORPORATE GOVERNANCE

Director compensation

The Governance Committee is responsible for reviewing director compensation and making recommendations to the Board. In making its recommendations, the Governance Committee annually reviews the Board’s responsibilities and the compensation practices of peer firms, which include the same group of peer firms referenced with respect to the compensation of our NEOs. For more information see “Evaluating market practices” on page 45.

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

This year we are also seeking shareholder approval of a proposed new Amended and Restated Long-Term Incentive Plan (“LTIP”), which includes our non-employee director compensation plan. The Firm's current LTIP, which was approved by the shareholders in 2018, also included non-employee director compensation. There has been no increase in non-employee director compensation since 2017. For additional information on the proposed new LTIP, see page 84.

Annual compensation

For each calendar year of service on the Board, each non-employee director receives an annual cash retainer of $100,000 and if the non-employee director is on the board at the time when annual performance year equity awards are granted, an annual grant of deferred stock units valued at $250,000. Compensation paid during 2020, including additional cash compensation paid for certain committee and other service, is described in the following tables.

Each deferred stock unit included in the annual grant to directors represents the right to receive one share of the Firm’s common stock and dividend equivalents payable in deferred stock units for any dividends paid. Deferred stock units have no voting rights. In January of the year immediately following a director’s termination of service, deferred stock units are distributed in shares of the Firm’s common stock in either a lump sum or in annual installments for up to 15 years as elected by the director.

The following table summarizes the 2020 annual compensation for non-employee directors for service on the Boards of the Firm, the Bank and J.P. Morgan Securities plc. There is no additional compensation paid for service on the Board of IHC.


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

The Board may periodically ask directors to serve on one or more Specific Purpose Committees or other committees that are not one of the Board’s principal standing committees or to serve on the board of directors of a subsidiary of the Firm. Any compensation for such service is included in the “2020 Director compensation table” on the next page.

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2021 PROXY STATEMENT

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CORPORATE GOVERNANCE \| DIRECTOR COMPENSATION

2020 Director compensation table

The following table shows the compensation for each non-employee director in 2020.


Director	Fees earned or paid in cash ($)1		2020 Stock award ($)2		Other fees earned or paid in cash ($)3		Total ($)
Linda B. Bammann	$	140,000	$	250,000	$	15,000	$	405,000
James A. Bell4		53,461		250,000		15,396		318,857
Stephen B. Burke		115,000		250,000		77,500		442,500
Todd A. Combs		109,272		250,000		15,000		374,272
James S. Crown		124,272		250,000		15,000		389,272
Timothy P. Flynn		136,181		250,000		78,462		464,643
Mellody Hobson		115,000		250,000		52,500		417,500
Laban P. Jackson, Jr.5		43,915		250,000		81,950		375,865
Michael A. Neal		115,000		250,000		15,000		380,000
Phebe N. Novakovic		6,793		-		1,019		7,812
Lee R. Raymond		145,000		250,000		52,500		447,500
Virginia M. Rometty		61,813		-		9,272		71,085



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


	Pay Determination The CMDC uses informed judgement to determine OC members’ pay based on four broad performance dimensions over the long-term (see section 2 below), and after considering competitive market practices	PSU Payout The PSU calculation links the ultimate payout of awards to pre-established absolute and relative ROTCE goals, subject to risk and control features

	2020 PSU Award Design and Disclosures As part of its review of the PSU design in 2020, the CMDC considered the strong (92%) support our Say on Pay resolution received at our annual meeting of shareholders in May 2020 and decided to maintain the same design, including the several enhancements made in the previous year. Several executive compensation disclosure enhancements requested by shareholders have also been maintained
Pages 40-52


PAYING FOR PERFORMANCE AND ALIGNING WITH SHAREHOLDERS’ INTERESTS			•In making compensation-related decisions, we focus on risk-adjusted performance (the Firm’s risk and control professionals help contextualize the risk taken to achieve the return) and reward behaviors that generate sustained value for the Firm. This means that compensation should not be overly formulaic, rigid or focused on the short-term. •A majority of OC member incentive compensation should be in equity that vests over multiple years to align with sustained performance.


ENCOURAGING A SHARED SUCCESS CULTURE			•Teamwork and leadership should be encouraged and rewarded to foster a culture that supports our Business Principles. •Contributions should be considered across the Firm, within business units, and at an individual level when evaluating an employee’s performance.


ATTRACTING AND RETAINING TOP TALENT			•Our long-term success depends on the talents of our employees. Our compensation philosophy plays a significant role in our ability to attract, properly motivate and retain top talent. •Competitive and reasonable compensation should help attract and retain the best talent to grow and sustain our business.


INTEGRATING RISK MANAGEMENT AND COMPENSATION			•Risk management, compensation recovery, and repayment policies should be robust and designed to encourage behaving with standards of integrity that are required by our culture and Business Principles. Excessive risk-taking should be deterred. •Conduct matters should be reviewed following Firmwide frameworks. •Recoupment policies should include recovery of cash and equity compensation. •Our pay practices must comply with applicable rules and regulations, both in the U.S. and globally.


NO SPECIAL PERQUISITES AND NON-PERFORMANCE BASED COMPENSATION			•Compensation should be straightforward and consist primarily of cash and equity incentives. •We do not have special supplemental retirement or other special benefits just for executives, nor do we have any change-in-control agreements, golden parachutes, merger bonuses, or other special severance benefit arrangements for executives.


MAINTAINING STRONG GOVERNANCE			•Strong corporate governance is fostered by independent Board oversight of our executive compensation program by the CMDC, including defining the Firm’s compensation philosophy, reviewing and approving the Firm’s overall incentive compensation pools, and approving compensation for our OC, including the terms of compensation awards; CEO compensation is subject to full Board ratification. •We have a rigorous process in place to review risk, control and conduct issues at the Firm, line of business, functional, and regional levels, which can impact compensation pools as well as reduce compensation at the individual level, in addition to other employee actions.


TRANSPARENCY WITH SHAREHOLDERS			•Transparency to shareholders regarding our executive compensation program is important. We disclose all material terms of our executive pay program and any actions on our part in response to significant events, as appropriate.



OC STRATEGIC PLANNING	At their annual strategy meeting typically held in the summer, the Operating Committee defines the Firm's strategic framework, establishes strategic priorities for the Firm, lines of business (“LOB”), and functions, and evaluates progress against the prior year’s strategic priorities.	Q3



BOARD STRATEGY REVIEW	Following the OC strategy meeting, the Board reviews Firm and business unit strategies, business plans and preliminary budgets for the upcoming year.	Q3



PRIORITY SETTING	OC members establish Firm, business/function and individual performance priorities, which are shared with the Board.	Q4



BUDGET/STRATEGIC FRAMEWORK	The Board reviews multi-year Firm and business/function budgets against strategic priorities, and the CMDC approves the Firm’s multi-year strategic framework as the goals and objectives for the CEO.	Q4- Q1



EXTERNAL COMMUNICATION	Key strategic initiatives and medium-term financial targets are communicated externally.	Q1



RISK & CONTROL REVIEW	Assessments of workforce conduct-related matters occur throughout the year. The outcomes of these assessments may result in compensation impacts, negative performance ratings, or other appropriate employment actions or decisions.	Q1- Q4
	Feedback on OC members is provided by the Firm's risk and control professionals.	Q4



PERFORMANCE ASSESSMENTS	OC members prepare individual self-assessments. At year-end, the Board and CMDC are provided with OC members’ individual self-assessments in support of their holistic assessment throughout the cycle of OC member performance against strategic priorities. Individual performance of our NEOs is discussed in greater detail on pages 66-71.	Q4


	Relative Ranking	1	2	3	4	5	6	7	8	9	10	11	12
Payout
	2019-2020 Awards	150%	140%	130%	120%	100%	90%	80%	70%	60%	50%	40%	0%
	2017-2018 Awards	150%	150%	150%	125%	112.5%	100%	100%	85%	70%	55%	40%	25%

				75th			Median			25th


Plan Feature			Performance Year 2020 PSU Award Description
Vehicle			•Value of units moves with stock price during performance period; units are settled in shares at vesting.
Time Horizon			•Three-year cliff-vesting, plus an additional two-year holding period (for a combined five-year holding period). Due to local U.K. regulations, Mr. Pinto's PSUs are subject to an extended seven-year vesting period commencing ratably on the third anniversary of the grant.
Performance Measure			•The CMDC selected ROTCE, a comprehensive performance metric that measures the Firm’s net income applicable to common equity as a percentage of average tangible common equity. ROTCE is used by the Firm, as well as investors and analysts, in assessing the earnings power of common shareholders’ equity capital and is a useful metric for comparing the profitability of the Firm with that of competitors.
Payout Scale			•Payout under the PSU plan is calculated at the end of the three-year performance period based on absolute and relative average ROTCE1, per the payout scale below. The use of both absolute and relative ROTCE helps promote a reasonable outcome for both shareholders and participants. For the 2020 PSU award, the CMDC set the absolute ROTCE thresholds as follows: (1) maximum payout at 18% or greater, (vs. 17% in 2017, and 18% in 2018 and 2019); and (2) zero payout at less than 6%, no change from prior years.


PSU Performance Companies			•In determining companies to include in the relative ROTCE scale, the CMDC selected competitors with business activities that overlap with at least 30% of the Firm’s revenue mix. These are unchanged from prior years and include Bank of America, Barclays, Capital One Financial, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, UBS and Wells Fargo.
Minimum Risk-based Hurdle			•If the Firm’s common equity Tier 1 (“CET1”) capital ratio2 is less than 7.5% at any year-end, then up to one-third of unvested PSUs will be subject to downward adjustment by the CMDC for each such year. The CET1 feature was first introduced with the 2017 PSU award.
Narrow Adjustment Provision			•The CMDC may make adjustments (up or down) to maintain the intended economics of the award in light of changed circumstances (e.g., change in accounting rules/policies or changes in capital structure). The CMDC may also make additional downward adjustments in relation to Mr. Pinto’s PSUs (refer to Note 1 on page 46).


CORPORATE GOVERNANCE \| OTHER CORPORATE GOVERNANCE POLICIES AND PRACTICES


Approve the Firm’s compensation practices and principles and their implementation for 2020 for the compensation of the Firm’s Named Executive Officers as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in this proxy statement.						RECOMMENDATION: Vote FOR approval of this advisory resolution to approve executive compensation



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


EXECUTIVE COMPENSATION \| COMPENSATION DISCUSSION AND ANALYSIS



3						HOW PERFORMANCE DETERMINED PAY IN 2020 After considering the Firm’s consistently strong 2020 and multi-year performance against its business strategy under Mr. Dimon’s stewardship, the Board awarded him $31.5 million in total compensation for 2020 (unchanged from 2019). For 2020, compensation awarded to the OC members also represents a balance between the outstanding efforts and performance of the Firm during COVID-19 with the impact of the pandemic on the Firm's other stakeholders



Pages 65-71


COMPENSATION DISCUSSION AND ANALYSIS \| EXECUTIVE COMPENSATION



			Performance Assessment

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


3-Year Performance Period (cliff-vest)			2-Year Additional Hold on Fully Vested Awards
2021	2022	2023	2024	2025
Payout is calculated based on average ROTCE over the 3-year performance period			Ultimate number of units earned


Awards subject to reduction/cancellation/recovery based on Risk/Control features (including protection-based vesting)


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


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



Compensation & Management Development Committee

} The CMDC reviews a summary of outcomes of HR Control Forums } The outcomes of these Forums are factored into incentive compensation, where appropriate



3			Designated Employees exit reviews


Certain Designated Employees are subject to an enhanced exit process prior to separating from the Firm to determine the circumstances surrounding the employee's termination, including seeking feedback from senior Control Function employees to see if they are associated with any known or potential emerging risk, controls and conduct issues that may warrant current or potential future monitoring for forfeiture or clawback of an award


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


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


•Access Ability (employees with disabilities) •Adelante (Hispanic/Latinx) •AsPIRE (Asian/Pacific Islander) •BOLD (Black) •NextGen (early career professionals)						•Pride (LGBT+) •Sage (administrative professionals) •VETS (military, veterans, and their families) •Women on the Move Interactive Network •Working Families Network


WOMEN ON THE MOVE (“WOTM”)			•WOTM is a global, Firmwide effort designed to support women in their personal and professional lives •We continue to focus on our three strategic pillars: expand women-run businesses, improve women’s financial health, and empower women’s career growth •To support female small business owners, we launched digital content on cash flow management, which has reached more than 50,000 unique users •To promote financial health, we exceeded our goal of signing up 1 million women for Autosave, a feature in the Chase mobile app •Our national sponsorship with Girls Inc. has educated over 40,000 girls in the U.S. through its financial literacy program •We continue to focus on talent programs that attract, develop and retain more female senior executives across the Firm. Women represent approximately 50% of our global employee base, with approximately 30% of our senior leadership being female. Additionally, we just added a fourth female director to the Board •To help our female employees grow their careers, we piloted a development program that featured digital content, live coaching calls, and virtual group discussions •We hosted our annual Women on the Move Leadership Day virtually in 2020, with over 23,000 live attendees and 285,000 publicly-viewed streams


ADVANCING BLACK PATHWAYS (“ABP”)			•ABP has been unified with Advancing Black Leaders to create a comprehensive and consistent global approach to helping Black talent grow and thrive, while developing a more inclusive employee experience •In 2020, ABP had positive impacts within the Black community across the four diversity, equity and inclusion pillars: ◦Financial Health & Wealth Creation: received over 736,000 webinar views for our financial health education, Currency Conversations series ◦Business Growth & Entrepreneurship: received over 800 business inquiries for access to capital as a result of targeted programming with trusted community partner organizations ◦Careers & Skills: delivered financial health education to over 9,200 students at the United Negro College Fund, HBCUs (Historically Black Colleges and Universities), and other partner colleges ◦Community Development: funded 691 college students with emergency relief funds as part of the Student Hardship Fund •The ABP Fellowship Program is dedicated to helping Black college underclassmen get on a path to internships and entry-level roles with the Firm after graduation. In addition, ABP supported the creation of the Firm’s new Financial Advisor training program for employees, 20% of whom are Black •The Black Executive Forum, a consortium of Managing Directors of Black heritage across all lines of businesses and functions, supports the ABP diversity initiative and regularly engages with the BOLD BRG to serve as a senior collective voice for the Black community


OFFICE OF DISABILITY INCLUSION (“ODI”)			•ODI establishes, leads and coordinates policies, standards and practices globally regarding employees with disabilities at the Firm, focusing on four key areas: Attitude, Accessibility, Accommodations and Assimilation. We assist in facilitating the hiring and assimilation of individuals with disabilities into the Firm's inclusive culture, with opportunities for leadership development and career growth •Key to our inclusive strategy is outreach to and partnerships with disability organizations, representing a wide array of disabilities •MyAccessibility Hub (MAH) centralized the accommodations management process for the Firm's employees in the U.S. and the Philippines in 2018, and in 2020 expanded into the U.K., Latin America, and Canada, and commenced a soft launch in India •During the COVID-19 pandemic, we leveraged existing technology to deliver services to employees with disabilities working remotely. For example, we provided deaf and hard-of-hearing employees in the U.S. with live captioning for internal events, as well as CART (Communications Access Realtime Translation) services, a point-to-point delivery of the captions. We also shifted how we provide accommodations by streamlining the process for requesting medical-related health or technology accommodations


OFFICE OF MILITARY AND VETERANS AFFAIRS			•Our Office of Military & Veterans Affairs drives Firmwide initiatives to position veterans, service members and their families for long-term, post-military success. Since establishing this office in 2011, the Firm has hired more than 16,000 U.S. military veterans across all lines of business •Our Military & Veterans Affairs ("MVA") team operates across multiple regions in the U.S., EMEA, India and Australia. In 2020 we launched our flagship "Military Pathways" program in London and Bournemouth while also increasing our incoming 2021 female candidates by 71%, and Black, Asian and Minority Ethnic candidates by 100% •Since 2019, at least 65% of veteran hires have been from diverse backgrounds •The Firm leads the Veteran Jobs Mission, which comprises more than 200 top companies committed to hiring and developing military talent. With over 680,000 veterans already hired, the coalition is working toward hiring one million U.S. veterans •The Firm has provided 1,080 homes to veterans through the MVA Home Awards program


LGBT+ EXECUTIVE FORUM & COMMUNITY			•Our LGBT+ Executive Forum is a group of nearly 200 LGBT+ Managing Directors and Executive Directors across 13 countries, whose mission is to drive increased engagement and visibility of our LGBT+ senior leaders and advance important topics of our LGBT+ community; Forum members hosted over 44 Mentor Circles sessions for early career LGBT+ employees •Our employees who have self-identified as LGBT+ increased by 21% over the last year •Our global PRIDE BRG has over 26,000 employees (11% of all employees globally) and grew by approximately 9% over the last year •We are committed to being visible from a LGBT+ perspective in the communities in which we serve. We announced a $5 million commitment to five U.S. based not-for-profit organizations that are advancing equity for the LGBT+ community. In addition, we are engaged with LGBT+ not-for-profit organizations across the globe, evidenced by our financial support of 29 LGBT+ focused non-profit organizations in 11 countries, with a number of these relationships dating back two decades


ASIAN EXECUTIVE FORUM (“AEF”) & COMMUNITY			•Our AEF is a consortium of Managing Directors of Asian heritage across all lines of business and functions to represent the Firm’s strong commitment to the promotion and advancement of Asian Americans and Pacific Islanders; its strategies and priorities are designed to strengthen the voice of the community and create more awareness of talent and contributions firmwide, including: ◦Supporting and partnering with the AsPIRE BRG and its leadership teams ◦Enhancing the onboarding experience for new Asian Managing Directors ◦Mentoring Asian Executive Directors through establishing mentorships with Asian Managing Directors ◦Developing Asian Vice Presidents via the AEF VP Leadership Academy ◦Increasing engagement in community development through participation in the non-profit board placement program


HISPANIC EXECUTIVE FORUM (“HEF”) & COMMUNITY			•Our HEF is a group of Managing Directors of Hispanic and Latinx heritage across all lines of businesses and functions, and serves as a senior collective voice for the community, and regularly engages with the Adelante BRG and other Hispanic leadership forums across the Firm •Our HEF engagement has led to increased Managing Director membership and participation in the Adelante BRG, as well as enhanced partnerships with external Hispanic and Latinx organizations •Outreach to newly promoted or hired Hispanic and Latinx Managing Directors enhances their experience in their new roles, establishes an immediate sense of community and provides a solid network of professionally diverse peers •We have high participation of HEF representatives who volunteer in the Firm’s Hispanic recruiting programs such as Launching Leaders, Freshman Experience, and Sophomore Edge program; we actively mentor and engage with Hispanic summer interns •We provide strategic support to development initiatives focused on junior talent through mentoring, content guidance and event participation



LEADERSHIP DEVELOPMENT			•Our global leadership development program, Leadership Edge, is focused on creating one leadership culture and helping managers become better leaders every day •In 2020, we introduced the Manager Excellence framework which clearly defines effective and inclusive leadership. We expect our managers to drive results, enable their teams, lead inclusively and grow talent. The framework will guide how we recruit, promote, develop, assess and reward managers, and hold them accountable •To support our managers through this period of unprecedented challenges, we pivoted from in-person to virtual coaching and classes. Contents were focused on leading inclusively, managing resilience, managing remotely and Leading in Turbulent Times. We achieved global attendance of approximately 19,000 across Leadership Edge programs in 2020 •Our Operating Committee and other senior leaders delivered a virtual workshop to our ~300 newly appointed Managing Directors. 59% of the speakers were female and 54% ethnically diverse



EMPLOYEE LEARNING			•Our learning agenda is designed to enable our employees to succeed in their careers while navigating the digital transformation occurring in our economy •In 2020, we delivered over 7 million hours of training to employees globally, down 29% from the prior year due to a temporary COVID-related pause in non-essential learning ◦This enabled us to successfully redesign all in-person training programs into engaging virtual programs ◦The increase in digital and virtual learning provides employees with flexibility to learn anywhere, anytime •We developed health and safety training to help our employees prepare for return to the office when deemed safe •65% of employee learning was elective and not assigned training, a result of the culture of continuous learning we foster •We launched the LifeLong Learning Education Benefit program which provides employees with access to 300 accredited programs, many fully funded



HEALTH			•Our U.S. medical plan covers over 286,000 individuals, including approximately 134,000 employees, 102,000 children and 49,000 spouses/domestic partners, including those individuals who participate in the Simplified Medical Plan launched on January 1, 2020 •We have an integrated wellness program. Approximately 87% of enrolled employees and 80% of enrolled spouses/domestic partners completed a Wellness Assessment; outside of the U.S., 6,000 employees underwent biometric assessments or health screenings •Our onsite Health & Wellness Centers help employees navigate urgent care needs and specialty services by accessing trusted clinicians



BALANCE			•We increased the amount of paid leave provided to non-primary parental caregivers following the birth or adoption placement of a child, to a minimum of six weeks, up from two weeks (primary parental caregivers receive 16 weeks) •We continued to focus on mental health by expanding the “This is Me - A Dialogue on Mental Health” campaign, which features employees sharing their experiences on how they are dealing with and overcoming mental health issues •We offered education, support and awareness on important topics including suicide, substance abuse/addiction, and domestic violence



FINANCES			•Effective January 2021, we raised our minimum wage for U.S.-based overtime-eligible employees to $16 - $20 per hour depending on the local cost of living •We provide comprehensive retirement benefits in the U.S., including a competitive 5% dollar-for-dollar 401(k) match for employees making up to $250,000 in cash compensation annually, plus additional non-matching retirement contributions of 3% - 5% of pay up to $100,000 annually •We made a $750 special award to employees earning less than $60,000 through 401(k) contributions in the U.S. and cash awards outside of the U.S. •We launched a new program for U.S. benefits-eligible employees called "My Finances and Me", offering several ways to help employees with their finances including online financial wellness assessments and free unlimited access to one-on-one telephonic financial coaching with certified financial planners


		Annual Compensation (For Performance Year)
				Incentive Compensation
Name and principal position	Year	Salary		Cash		RSUs		PSUs1		Total
James Dimon Chairman and Chief Executive Officer	2020	$	1,500,000	$	5,000,000	$	-	$	25,000,000	$	31,500,000
	2019		1,500,000		5,000,000		-		25,000,000		31,500,000
	2018		1,500,000		5,000,000		-		24,500,000		31,000,000
Daniel Pinto2 Co-President and Co-Chief Operating Officer; Chief Executive Officer Corporate & Investment Bank	2020		8,240,290		-		8,129,855		8,129,855		24,500,000
	2019		8,239,222		-		7,130,389		7,130,389		22,500,000
	2018		8,276,026		-		6,861,987		6,861,987		22,000,000
Gordon Smith Co-President and Co-Chief Operating Officer; Chief Executive Officer Consumer & Community Banking	2020		750,000		8,700,000		6,525,000		6,525,000		22,500,000
	2019		750,000		8,700,000		6,525,000		6,525,000		22,500,000
	2018		750,000		8,500,000		6,375,000		6,375,000		22,000,000
Mary Callahan Erdoes Chief Executive Officer Asset & Wealth Management	2020		750,000		8,100,000		6,075,000		6,075,000		21,000,000
	2019		750,000		8,100,000		6,075,000		6,075,000		21,000,000
	2018		750,000		7,900,000		5,925,000		5,925,000		20,500,000
Jennifer Piepszak3 Chief Financial Officer	2020		750,000		4,500,000		3,375,000		3,375,000		12,000,000
	2019		666,667		3,733,333		2,800,000		2,800,000		10,000,000



James Dimon CHAIRMAN & CHIEF EXECUTIVE OFFICER In determining Mr. Dimon’s compensation, independent members of the Board took into account Mr. Dimon’s achievements across four broad performance dimensions: Business Results; Risk, Controls & Conduct; Client/Customer/Stakeholder; and Teamwork & Leadership. The Board considered that under Mr. Dimon’s stewardship, the Firm continued to build upon its strong momentum from prior years amid the unprecedented health and economic consequences of COVID-19.




Business Results			•Net income of $29.1B, EPS of $8.88, and ROTCE1 of 14% on average tangible common equity of $191B •Added $12.2B of credit reserves to absorb potential future losses and returned $16.3B of capital2 to shareholders •Maintained a quarterly dividend of $0.90 per share and suspended net share repurchases from March 15, 2020 through the end of the year to retain capital and reinforce our fortress balance sheet •Continued to make large investments in technology, including artificial intelligence, cloud, digital and payments, as well as other investments in innovation, talent, security and risk controls •Gained market share in many businesses, demonstrated strong expense discipline, and continued to achieve high customer satisfaction scores



Risk, Controls & Conduct			•Continued to invest in our future, strengthen our risk and control environment, reinforce the importance of our culture and values, deliver on our long-standing commitment to serve our communities and conduct business in a responsible way to drive inclusive growth



Client / Customer / Stakeholder			•Guided the Firm’s focus on accelerating investments to help our clients, customers, employees and communities •Continued to provide uninterrupted service to our clients and customers, while supporting and providing a safe work environment for our employees and helping those communities hit hard by the COVID-19 pandemic •Committed $250M to support communities globally through economic and public health challenges, assisted clients and businesses by extending credit or capital, supported customers through payment deferrals or assistance, and waived or refunded fees •As part of our Path Forward initiative, committed $30B to advance racial equity, harnessing our expertise in business, public policy and philanthropy across four core areas to help tackle racial inequities and provide economic opportunity for Black and Latinx communities •Announced a commitment to align our financing activities in three sectors – oil and gas, electric power and automotive manufacturing – with the goals of the Paris Agreement •Launched the Center for Carbon Transition (CCT) to engage clients in CIB and CB on their long-term business strategies and related carbon disclosures, and provide centralized access to sustainability-focused financing, research and advisory solutions •Improved our digital capabilities, made acquisitions that will enhance our product offerings and deepen our engagement with clients and customers, opened branches in new markets and received approval to open branches in 10 additional states which would allow us to be the first bank to operate branches in all of the lower 48 U.S. states



Teamwork & Leadership			•Protected and supported our employees throughout the COVID-19 pandemic, including: alternative work arrangements; enhanced office hygiene measures; over $100M in special payments to employees whose job require them to continue to work onsite; additional paid days off to manage personal needs; additional support for childcare needs; and expanded healthcare and well-being resources •Strengthened a highly effective succession and management development program, with a robust pipeline of leaders across the organization and a diversity, equity and inclusion strategy that attracts, motivates and retains top talent •Expanded the Operating Committee to include the heads of many of our largest businesses as well as the Firm's General Auditor as an ex-officio member. As of December 31, 2020, women represented 42% of our Operating Committee, which also includes representation of LGBT+ and ethnic minorities. Women executives manage many of the Firm’s core businesses and functions •Established an executive accountability framework that strengthens the way we incorporate diversity, equity and inclusion priorities and progress into year-end performance evaluations and compensation decisions for OC members and their direct reports


In addition to assessing Mr. Dimon’s performance, the CMDC and the independent members of our Board also considered the CEO pay of our primary financial services peers and other companies as a reference. After considering these factors, the Board concluded that awarding Mr. Dimon $31.5 million (unchanged from 2019) was appropriate, particularly in light of the Firm’s strong absolute and relative performance over multiple years. The chart alongside compares Mr. Dimon’s compensation to that of the CEOs of our financial services peers based on three-year average total compensation expressed as a percentage of net income.
			Prior 3-Year Average % of Profits Paid to CEOs (2017-2019)1



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




Business Results			•CIB achieved record net income of $17.1B on record revenue2 of $49.3B, with a market leading ROE of 20% •Record IB fees of $9.5B, up 25%; record revenues in Equity Capital Markets of $2.8B and Debt Capital Markets of $4.4B, up 66% and 23% respectively •Record Markets revenue of $29.5B, up 41%; record revenues in Fixed Income of $20.9B and Equity $8.6B, up 45% and 33% respectively •Added $2.4B of credit reserves •Expanded share of industry wallets in IB fees and Markets •Ranked #1 in global IB fees for the 12th consecutive year with wallet share of 9.2%3 (highest since 2009) •Ranked #1 in Total Markets with 12.9%4 wallet share (#1 in Fixed Income; Co-#1 in Equities) •Closed gap in Global Equities to be co-ranked #1 •As Co-President & Co-COO, continued to jointly lead the oversight of Firmwide support functions to drive execution and delivery of functional transformations, work with business leaders across the Firm on execution of strategic priorities, and provide oversight of critical Firmwide initiatives



Risk, Controls & Conduct			•Oversaw the Brexit strategy, which continues to be executed post the U.K. departure from the European Union •Continued to maintain strong risk discipline across all business activities with a focus on addressing issues and enhancing controls in key areas •Continued to make significant progress in addressing regulatory and enforcement matters affecting the business, including addressing obligations under a deferred prosecution agreement with the Department of Justice related to historical trading practices by former employees in the precious metals and U.S. treasuries markets



Client / Customer / Stakeholder			•Expanded client feedback and relationship review programs globally •Continued executing on a multi-year technology transformation program supporting improved business delivery and internal efficiencies •Continued to build out advanced payment products •Launched the Development Finance Institution aimed at financing development activities in Emerging Markets •Continued to progress business in China Securities, including research, underwriting, trading and brokerage businesses •Supported clients through the COVID-19 pandemic by managing higher trading, payment and deposit volumes



Teamwork & Leadership			•At the request of the Board, led the Firm with Mr. Smith during Mr. Dimon's recuperation from emergency surgery •Continued to develop talent at the most senior level; several members of the CIB Management Team were asked to join the Firm's Operating Committee •Continued to advance hiring through the ReEntry Program, and continued focus on diverse representation and talent development •Continued as the OC sponsor of the Adelante BRG and was a speaker at their summer and Hispanic Heritage month virtual events •Jointly launched and chaired the Business Head Forums which included leaders across the Firm's major businesses •Mobilized the workforce to work remotely where feasible to ensure employee safety through the COVID-19 pandemic



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




Business Results			•CCB achieved net income of $8.2B on revenue1 of $51.3B, with ROE of 15% •Average deposits of $851.4B (up 22%); average loans of $448.3B (down 6%) •Added $7.8B of credit reserves •Largest active digital and mobile customer base among U.S. banks2; active digital and mobile customers3 increased by 5% and 10% from 2019, respectively •Digital mortgage applications represented over 60% of all consumer applications in the fourth quarter of 2020, and the rate of end-to-end digital engagement in Chase MyHome has more than tripled since the first quarter of 2020 •Home Lending originations of $113.8B, the highest since 2013; record Auto loan and lease originations of $38.4B •#1 in national retail deposit market share at 9.8%4; #1 primary bank within Chase footprint5; tied for #2 in the J.D. Power 2020 U.S. Primary Mortgage Origination Satisfaction Study •As Co-President & Co-COO, continued to jointly lead the oversight of Firmwide support functions to drive execution and delivery of functional transformation, work with business leaders across the Firm on execution of strategic priorities, and provide oversight of critical Firmwide initiatives



Risk, Controls & Conduct			•Continued proactive cybersecurity and controls monitoring through business innovation, new technologies (e.g., machine learning), and addressing elevated and emerging risks •Continued to make significant progress in addressing regulatory matters affecting the business, as well as addressing issues and enhancing controls •Developed automated solutions to enhance efficiency and effectiveness to identify issues, and support enhanced operational risk and control review monitoring •Established framework to capture inventory, report and govern business changes resulting from the COVID-19 pandemic



Client / Customer / Stakeholder			•Opened 158 branches, including 87 branches in new markets in 2020 for a total of approximately 170 branches opened in new markets since expansion began •Throughout the COVID-19 pandemic, gradually re-opened branches in April, with nearly 90% of branches returning to full services by the end of the year; helped small businesses secure funding through the SBA's PPP; offered small businesses deferred payments and waived late fees on loans, lines of credit and business credit cards; supported customers by providing payment delay assistance on credit cards, auto loans and leases, and mortgages •Focused on the Firm's Path Forward commitment of $30B to advance racial equity over five years, including promoting and expanding affordable housing and homeownership, growing Black and Latinx owned businesses, promoting and expanding to improve financial health and access to banking through new branch openings in select communities, and opened two Community & Innovative Branches in Baltimore and Minneapolis •Launched Chase First Banking focused on helping parents teach their children good money habits sooner •Continued to introduce new and refreshed card products and partnerships



Teamwork & Leadership			•At the request of the Board, led the Firm with Mr. Pinto during Mr. Dimon's recuperation from emergency surgery •Continued to make progress against CCB’s diversity and inclusion strategy to improve diverse representation and drive an inclusive culture and experience •OC co-sponsor of the Access Ability BRG and supported additional BRG-sponsored events throughout the year •Continued focus on development of key talent, succession planning and training opportunities •Jointly launched and chaired the Business Head Forums which included leaders across the Firm's major businesses



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




Business Results			•AWM1 achieved record net income of $3.0B on record revenue2 of $14.2B; ROE of 28%; and pre-tax margin of 28% •AUM1 of $2.7T and client assets1 of $3.7T, up 17% and 18% respectively •Positive long-term AUM1 flows across all asset classes and channels •Record average deposits1 of $162.0B (up 20%); record average loans1 of $166.3B (up 13%) •Best Private Bank in the World (Global Finance); Best Private Bank for Mega High Net Worth Clients (Euromoney); Best Product Knowledge, Best Additional Research, Best Market Crisis Communications (Citywire); ETF Provider of the Year (Money Age); Asset Manager of the Year (Asian Investor)



Risk, Controls & Conduct			•Continued accountability for deepening the Firm’s fiduciary culture, including leading efforts to strengthen governance, oversight, and training with consistent expectations •Advanced modeling for qualitative investment risk framework •Continued regular and constructive engagement with regulators



Client / Customer / Stakeholder			•80% of 10-year long-term mutual fund AUM1 performing in top two quartiles •Launched EveryDay 401(k), a new retirement solution built for small U.S. businesses, in partnership with Chase Business Banking •Enhanced authentication and new detection tools for fraud, preventing millions of losses for clients •Delivered insights to clients by hosting over 1,600 virtual events with more than 670,000 external attendees •Approved for first foreign asset management joint venture with 100% ownership of China International Fund Management (CIFM)



Teamwork & Leadership			•Retained 96% of top talent and focused on development of high-performing and diverse talent •Continued to drive programs like ReEntry and the Firmwide diversity agenda; executive sponsor of the NextGen BRG •39% of Asset Management AUM managed by female portfolio managers, above the industry •Quickly mobilized workforce to work remotely; at the peak and through most of the COVID-19 pandemic, 97% of employees worked remotely •Drove training agenda forward, including a hands-on coding training for employees