Jp Morgan Chase & Co. · NYSE:JPM
Jp Morgan Chase & — Shareholder Meeting (April 2016)
20 slides from Jp Morgan Chase &'s shareholder meeting presentation, Apr 25, 2016
Slide 1: JPMorgan Chase Proxy Discussion Topics 2016
JPMORGAN CHASE PROXY DISCUSSION TOPICS 2016 Proxy April 2016
Slide 2: New compensation and governance measures adopted by the Board
New compensation and governance measures adopted by the Board in response to shareholder feedback 1 Performance Share Unit (“PSU”) program for members of the Operating Committee On January 19, 2016, the Board approved the grant of PSUs to Operating Committee members under the Firm’s variable compe
Slide 3: Matters to be voted on
Matters to be voted on A Management proposals The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals: 1. Election of directors 2. Advisory resolution to approve executive compensation 3. Ratification of PricewaterhouseCoopers LLP as the Firm’s independen
Slide 4: Agenda
Agenda Page Management proposals 3 Shareholder proposals 14 JPMORGAN CHASE PROXY DISCUSSION TOPICS 3
Slide 5: Proposal #1: Election of directors
For additional detail, see 2016 Proxy Statement pages 9-33 Proposal #1: Election of directors The Board of Directors recommends you vote FOR each director nominee Other Public Nominee Age Principal Occupation Director Since Co. Boards (#) Committee Membership1 Linda B. Bammann 60 Retired Deputy Head
Slide 6: Compensation Discussion & Analysis Roadmap
Proposal #2: Advisory resolution to approve executive compensation For additional detail, see 2016 Proxy Statement pages 35-78 Compensation Discussion & Analysis Roadmap The Board of Directors recommends you vote FOR this proposal Business results: Achieved strong multi-year financial performance
Slide 7: Shareholder engagement and what we heard
For additional detail, see 2016 Proposal #2: Advisory resolution to approve executive compensation Proxy Statement pages 27; 35-78 Shareholder engagement and what we heard… The Board of Directors recommends you vote FOR this proposal Shareholder Engagement Summary Shareholder discussions during th
Slide 8: What we did to enhance our compensation program
Proposal #2: Advisory resolution to approve executive compensation For additional detail, see 2016 …what we did to enhance our compensation program Proxy Statement pages 35-78 The Board of Directors recommends you vote FOR this proposal What We Did Shareholder Engagement and Compensation Related Act
Slide 9: PSU program overview
Proposal #2: Advisory resolution to approve executive compensation For additional detail, see 2016 Proxy Statement pages 35-78 PSU program overview The Board of Directors recommends you vote FOR this proposal Plan Feature Description Vehicle Value of units moves with stock price during performance
Slide 10: PSU program time horizon
Proposal #2: Advisory resolution to approve executive compensation For additional detail, see 2016 Proxy Statement pages 35-78 PSU program time horizon The Board of Directors recommends you vote FOR this proposal + + + = MANAGEMENT PROPOSALS 9
Slide 11: Why should shareholders approve our Say on Pay?
Proposal #2: Advisory resolution to approve executive compensation1 For additional detail, see 2016 Proxy Statement pages 35-78 Long-term financial performance and total shareholder return The Board of Directors recommends you vote FOR this proposal Strong ROTCE on Increasing Capital Sustained Growt
Slide 12: Pay-for-performance alignment
Proposal #2: Advisory resolution to approve executive compensation1 For additional detail, see 2016 Proxy Statement pages 35-78 Pay-for-performance alignment The Board of Directors recommends you vote FOR this proposal Net Income Relative to CEO Pay TBVPS Relative to CEO Pay 1. Strong 2015 business
Slide 13: CEO compensation
Proposal #2: Advisory resolution to approve executive compensation For additional detail, see 2016 Proxy Statement pages 35-78 CEO compensation The Board of Directors recommends you vote FOR this proposal Mr. Dimon’s 2015 compensation reflects exceptional multi-year performance 2014 vs 2015 Total Co
Slide 14: Ratification of PricewaterhouseCoopers LLP as independent auditor
Proposal #3: Ratification of PricewaterhouseCoopers LLP For additional detail, see 2016 Proxy Statement pages 79-83 as the Firm’s independent registered public accounting firm The Board of Directors recommends you vote FOR this proposal The members of the Audit Committee of the Board believe that
Slide 15: Agenda
Agenda Page Management proposals 3 Shareholder proposals 14 JPMORGAN CHASE PROXY DISCUSSION TOPICS 14
Slide 16: Proposal #4: Shareholder proposals
For additional detail, see 2016 Proxy Statement pages 85-86 Proposal #4: Shareholder proposals The Board of Directors recommends you vote AGAINST this proposal and here’s why… Proposal #4: Independent board chairman – require an independent chair (Proxy Statement pages 85-86) The Board of Director
Slide 17: Proposals #5-6: Shareholder proposals (cont'd)
For additional detail, see 2016 Proxy Statement pages 87-90 Proposals #5-6: Shareholder proposals (cont’d) The Board of Directors recommends you vote AGAINST these proposals and here’s why… Proposal #5: How votes are counted – count votes using only for and against and ignore abstentions (Proxy Stat
Slide 18: Proposal #7: Shareholder proposals (cont'd)
For additional detail, see 2016 Proxy Statement pages 91-93 Proposal #7: Shareholder proposals (cont’d) The Board of Directors recommends you vote AGAINST this proposal and here’s why… Proposal #7: Appoint a stockholder value committee – address whether divestiture of non-core banking business segme
Slide 19: Proposals #8-9: Shareholder proposals (cont'd)
For additional detail, see 2016 Proxy Statement pages 94-98 Proposals #8-9: Shareholder proposals (cont’d) The Board of Directors recommends you vote AGAINST these proposals and here’s why… Proposal #8: Clawback amendment – defer compensation for 10 years to help satisfy any monetary penalty associa
Slide 20: Notes
Notes Notes on non-GAAP financial measures 1. Tangible common equity (“TCE”), return on tangible common equity (“ROTCE”), and tangible book value per share (“TBVPS”) are each non-GAAP financial measures. TCE represents the Firm’s common stockholders’ equity (i.e., total stockholders’ equity less pre