Jp Morgan Chase & Co. · NYSE:JPM
Jp Morgan Chase & — Shareholder Meeting (April 2012)
28 slides from Jp Morgan Chase &'s shareholder meeting presentation, Apr 24, 2012
Slide 1: 2012 Proxy Discussion Topics
April 2012 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 2012 Proxy
Slide 2: Agenda
Agenda Page 1 Executive compensation 1 JPMorgan Chase overview 3 CEO compensation 13 Corporate governance and shareholder proposals 16 Appendix 21 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
Slide 3: Executive compensation: Executive summary
Executive compensation Executive summary JPM’s Board of Directors recommends that shareholders approve the Firm’s compensation practices and principles and their implementation for 2011 for the compensation of the Firm’s Named Executive Officers (“NEO”) JPM’s approach The Firm’s compensation s
Slide 4: Agenda: JPMorgan Chase overview
Agenda Page 3 JPMorgan Chase overview 3 Executive compensation 1 CEO compensation 13 Corporate governance and shareholder proposals 16 Appendix 21 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
Slide 5: JPMorgan Chase overview: Financial performance and growth
$mm, excluding EPS 2010 2011 Change Reported net income $17,370 $18,976 9% Reported EPS $3.96 $4.48 13% ROE 10% 11% ROTCE 1 15 15 Basel I Tier 1 common 2 $114,763 $122,916 $8,153 Basel I Tier 1 common ratio 2 9.8% 10.1% Basel III Tier 1 common ratio 2,3 7.0 7.9 JPMorgan Chase overview Financial perf
Slide 6: Uninterrupted record of delivering annual earnings throughout the crisis
Uninterrupted record of delivering annual earnings throughout the crisis Performance of the Firm on a through-the-cycle basis 1 CAGR $14,444 $15,365 $5,605 $11,728 $17,370 $18,976 4.00 4.33 1.35 2.26 3.96 4.48 2006 2007 2008 2009 2010 2011 Net Income ($mm) Diluted EPS Growth YoY 5Y 1 10Y 1 EPS 13% 3
Slide 7: Book value per share: growing our fortress balance sheet
$33.45 $36.59 $36.15 $39.88 $43.04 $46.59 $33.69 $30.18 $27.09 $22.52$21.96 $18.88 2006 2007 2008 2009 2010 2011 Book value per share: growing our fortress balance sheet Multi-year focus on maintaining our fortress balance sheet Shares outstanding (EOP) 3.7B 3.9B 3.9B 3.8B 3.4B 3.5B 1 Actual change
Slide 8: Select key stats
Select key stats ($B, except where noted) 2006 2011 2006-2011 CAGR IB fees ($mm)1 $5,537 $5,859 1.1% Fixed income markets ($mm)1 8,736 15,337 11.9 Equity markets ($mm)1 3,458 4,832 6.9 Average liability balances2 $73.6 $174.7 18.9% Average loans 53.6 104.2 14.2 IB revenue, gross 0.7 1.4 14.7 Overhea
Slide 9: Supporting consumers, businesses and communities
Supporting consumers, businesses and communities Constructive leadership and continued investment – Consumers/businesses/communities In 2011, we Provided $252B of credit to consumers Provided new credit cards to 8.5mm people Originated over 765,000 mortgages Since 2009, we Offered over 1
Slide 10: 2009-11 performance metrics summary
2009-11 performance metrics summary Performance of the Firm on a through-the-cycle basis $B, except EPS Source: SNL Financial, Factset, company filings n.m.: not meaningful 1 Per JPM 2012 Proxy 2 Figures converted to USD using average exchange rates for each year EPS ROE ROTCE 2009 2010 2011 CAGR 20
Slide 11: Total shareholder returns: JPM vs. peers and S&P financials (5-year)
Total shareholder returns: JPM vs. peers and S&P financials Performance of the Firm on a through-the-cycle basis 5-year indexed total shareholder returns Source: Factset and Bloomberg as of 4/19/2012 Note: assumes all dividends are reinvested on pay-date 1AXP, BAC, C, GS, MS, WFC 01/07 04/07 08/07 1
Slide 12: Total shareholder returns: JPM vs. peers and S&P financials (3-year)
Total shareholder returns: JPM vs. peers and S&P financials Performance of the Firm on a through-the-cycle basis 3-year indexed total shareholder returns 01/09 04/09 08/09 11/09 03/10 07/10 10/10 02/11 05/11 09/11 12/11 04/12 20 40 60 80 100 120 140 160 180 JPMorgan Chase & Co. Peer Index (AXP, BAC,
Slide 13: Total shareholder returns: JPM vs. peers and S&P financials (1-year)
Total shareholder returns: JPM vs. peers and S&P financials Performance of the Firm on a through-the-cycle basis Source: Factset and Bloomberg as of 4/19/2012 Note: assumes all dividends are reinvested on pay-date 12 J P M O R G A N C H A S E O V E R V I E W 1-year indexed total shareholder returns
Slide 14: Agenda: CEO compensation
Agenda Page 13 CEO compensation 13 Executive compensation 1 JPMorgan Chase overview 3 Corporate governance and shareholder proposals 16 Appendix 21 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
Slide 15: CEO compensation: Elements of CEO performance and compensation awarded
CEO compensation Elements of CEO performance and compensation awarded Mr. Dimon’s leadership and management are reflected in the Firm’s progress toward achieving its multi-year priorities. Of note are the following Strength of the Firm’s 2011 operating results and financial performance – Record
Slide 16: CEO compensation: Limits on perquisites and no golden parachutes
CEO compensation Strict limits or prohibition on executive perquisites and special benefits No golden parachutes or special severance plans No golden parachutes for any executives No employment contracts other than occasional exceptions upon hire No change in control agreements No special
Slide 17: Agenda: Corporate governance and shareholder proposals
Agenda Page 16 Corporate governance and shareholder proposals 16 Executive compensation 1 JPMorgan Chase overview 3 CEO compensation 13 Appendix 21 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
Slide 18: Independent director as chairman
Corporate governance and shareholder proposals Independent director as chairman The Board believes it is functioning effectively under its current structure with Mr. Dimon serving as both Chairman and CEO, and that the current structure provides appropriate independent leadership and oversight of
Slide 19: Shareholder action by written consent
Corporate governance and shareholder proposals Shareholder action by written consent Shareholders can call special meetings and have other channels to raise important matters outside annual meetings Shareholders holding at least 20% of outstanding shares (net of hedges) may call a special meetin
Slide 20: Stock retention
Corporate governance and shareholder proposals Stock retention A significant portion of executive compensation is paid in equity-based long-term incentives, and shares received are subject to a robust retention policy Operating Committee members are subject to a 75% retention requirement during
Slide 21: Corporate political contributions report
Corporate governance and shareholder proposals Corporate political contributions report Our philosophy, policies and disclosures, as well as the compliance procedures and oversight we have in place, reflect our commitment to civic participation and transparency These are described in our Politic
Slide 22: Agenda: Appendix
Agenda Page 21 Appendix 21 Executive compensation 1 JPMorgan Chase overview 3 CEO compensation 13 Corporate governance and shareholder proposals 16 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
Slide 23: Required share retention for Operating Committee members
Required share retention for Operating Committee members Operating Committee members are expected to establish and maintain a significant level of direct ownership After-tax shares from equity-based awards, including options, are subject to a 75% retention requirement during the first 10 years f
Slide 24: Long-standing recovery provisions
Long-standing recovery provisions Incentive awards are intended and expected to vest in accordance with their terms but we have long had strong recovery provisions that would permit recovery of incentive compensation awards in appropriate circumstances. We retain the right to reduce current year i
Slide 25: Protection-based vesting
Protection-based vesting In 2012, we added provisions to our equity awards for the Operating Committee and certain other employees we refer to as Tier 1 employees that we call protection-based vesting. These provisions add specific financial thresholds that will result in formal compensation revie
Slide 26: Engagement with shareholders
Engagement with shareholders We recognize the importance of communications with a wide range of stakeholders, including shareholders, employees, community groups and others – both so they understand our performance and strategy and so we can hear their feedback and ideas We reach out to sharehol
Slide 27: Notes on non-GAAP financial measures
Notes on non-GAAP financial measures 1. The Basel I Tier 1 common ratio is Tier 1 common divided by risk-weighted assets. Tier 1 common is defined as Tier 1 capital less elements of Tier 1 capital not in the form of common equity, such as perpetual preferred stock, noncontrolling interests in subsid
Slide 28: Forward-looking statements
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 JPMorgan Chase & Co.’s management and are subject to significant risks an