Jp Morgan Chase & Co. · NYSE:JPM
Jp Morgan Chase & — Shareholder Meeting (April 2014)
20 slides from Jp Morgan Chase &'s shareholder meeting presentation, Apr 22, 2014
Slide 1: 2014 Proxy Discussion Topics
April 2014 J P M O R G A N C H A S E P R O X Y D I S C U S S I O N T O P I C S 2014 Proxy
Slide 2: Agenda
Agenda Page J P M O R G A N C H A S E P R O X Y D I S C U S S I O N T O P I C S 1 Executive summary 1 Corporate governance, election of directors and shareholder engagement 3 Executive compensation 7 Shareholder proposals 14
Slide 3: Executive summary
E X E C U T I V E S U M M A R Y Executive summary Strong multi-year performance continued in 2013 Our compensation program is rigorous and long-term focused Despite legal settlements, we continued our track record of strong multi-year performance and shareholder value creation We delivered 37% T
Slide 4: Agenda: Corporate governance, election of directors and shareholder engagement
Agenda Page J P M O R G A N C H A S E P R O X Y D I S C U S S I O N T O P I C S 3 Corporate governance, election of directors and shareholder engagement 3 Executive summary 1 Executive compensation 7 Shareholder proposals 14
Slide 5: Governance enhancements that reflect feedback from shareholders
C O R P O R A T E G O V E R N A N C E , E L E C T I O N O F D I R E C T O R S A N D S H A R E H O L D E R E N G A G E M E N T Governance enhancements that reflect feedback from shareholders Risk Policy Committee membership changed, with two new members in the last year and three new members since
Slide 6: Commitment to governance best practices
C O R P O R A T E G O V E R N A N C E , E L E C T I O N O F D I R E C T O R S A N D S H A R E H O L D E R E N G A G E M E N T Commitment to governance best practices We have established a best-in-class governance structure that provides strong shareholder rights Independence and Board succession –
Slide 7: 2014 director nominees
C O R P O R A T E G O V E R N A N C E , E L E C T I O N O F D I R E C T O R S A N D S H A R E H O L D E R E N G A G E M E N T 2014 director nominees Nominee Age Principal Occupation Director Since Committee Membership1 Linda B. Bammann 58 Retired Deputy Head of Risk Management of JPMorgan Chase & Co
Slide 8: Agenda: Executive compensation
Agenda Page J P M O R G A N C H A S E P R O X Y D I S C U S S I O N T O P I C S 7 Executive compensation 7 Executive summary 1 Corporate governance, election of directors and shareholder engagement 3 Shareholder proposals 14
Slide 9: In 2013 we continued our track record of long-term performance
E X E C U T I V E C O M P E N S A T I O N In 2013 we continued our track record of long-term performance1 Delivered 37% return to shareholders in 2013, and we continue our track record of sustained financial performance Drove strong, sustained performance across all businesses Consumer & Communi
Slide 10: Resolutions reached in 2013
E X E C U T I V E C O M P E N S A T I O N Resolutions reached in 2013 Major settlements in 2013 Mortgage-related Other matters More than $18 billion of settlements announced in 2013 were mortgage-related, predominantly MBS Over 80% of MBS deal losses were related to conduct at Washington Mutual
Slide 11: Mr. Dimon's compensation remains commensurate with Firm performance
E X E C U T I V E C O M P E N S A T I O N Mr. Dimon’s compensation remains commensurate with Firm performance 2013 compensation in context1 100% of annual incentives awarded in long-term equity CEO pay is aligned with performance 93% Performance Based Total Compensation: $20M $1.5M Base Salary $18.5
Slide 12: Effective compensation governance practices
E X E C U T I V E C O M P E N S A T I O N Effective compensation governance practices Our pay program is designed to drive shareholder value creation Significant equity ownership guidelines and retention requirements Focus on linking pay with performance & delivering sustained long-term value Stock
Slide 13: Compensation practices were further strengthened in 2013
E X E C U T I V E C O M P E N S A T I O N Compensation practices were further strengthened in 2013 Compensation program changes Impact on our compensation program Enhanced risk review process Enhanced process identifies and evaluates relevant risk and control issues and, when appropriate, initiate
Slide 14: Equity incentive program – long-term alignment with shareholders
E X E C U T I V E C O M P E N S A T I O N 2013 2014 2015 2016 2017 and beyond Performance Period 3-Year Vesting Period Vested Awards Subject to Significant Ownership Requirements Equity award level based on 2013 and historical performance Payout value fluctuates up or down based on stock price perfo
Slide 15: Agenda: Shareholder proposals
Agenda Page J P M O R G A N C H A S E P R O X Y D I S C U S S I O N T O P I C S 14 Shareholder proposals 14 Executive summary 1 Corporate governance, election of directors and shareholder engagement 3 Executive compensation 7
Slide 16: Shareholder proposals – Lobbying report
S H A R E H O L D E R P R O P O S A L S Shareholder proposals – Lobbying report We believe it is in the shareholders’ best interests for the Firm to be an effective participant in the policymaking process The Firm supports its interests in the public arena in a variety of ways, and our lobbying
Slide 17: Shareholder proposals – Special shareowner meetings
S H A R E H O L D E R P R O P O S A L S Shareholder proposals – Special shareowner meetings JPMorgan Chase permits shareholders to call special meetings, with procedural safeguards designed to protect the best interests of the Firm and all of our shareholders. Shareholders of 20% or more of our ou
Slide 18: Shareholder proposals – Cumulative voting
S H A R E H O L D E R P R O P O S A L S Shareholder proposals – Cumulative voting One share, one vote best serves shareholder interests Cumulative voting is inconsistent with majority voting for directors Cumulative voting can increase the risk of special interests and partisanship. It has the
Slide 19: Notes on non-GAAP financial measures
J P M O R G A N C H A S E P R O X Y D I S C U S S I O N T O P I C S Notes Notes on non-GAAP financial measures 1. Tangible book value per share (“TBVPS”) and the Basel III Tier 1 common ratio (as of December 31, 2013) are each non-GAAP financial measures. TBVPS represents the Firm’s tangible common
Slide 20: Forward-looking statements
J P M O R G A N C H A S E P R O X Y D I S C U S S I O N T O P I C S Forward-looking statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of JPMor