Jp Morgan Chase & Co. · NYSE:JPM
Jp Morgan Chase & — Shareholder Meeting (April 2017)
25 slides from Jp Morgan Chase &'s shareholder meeting presentation, Apr 27, 2017
Slide 1: 2017 Proxy Supplemental Materials
2 0 1 7 P R O X Y S U P P L E M E N TA L M AT E R I A L S April 2017
Slide 2: Annual meeting overview
Annual meeting overview Logistics Map and directions n Date: Tuesday, May 16, 2017 n Time: 10:00 a.m. Eastern Time n Place: JPMorgan Chase & Co. Delaware Technology Center 880 Powder Mill Road Wilmington, Delaware 19803 n Phone: (866) 541-2724 in the U.S. and Canada (706) 634-7246 international n Au
Slide 3: Matters to be voted on
Matters to be voted on Management proposals The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals: 1 Election of directors 1. 2 Advisory resolution to approve executive compensation 2. 3 Ratification of PricewaterhouseCoopers LLP as the Firm’s indepen
Slide 4: Notable changes since 2016 Annual Meeting and performance highlights
Notable changes since 2016 Annual Meeting and performance highlights Board Refreshment Board Committee Rotation Environmental, Social & Governance ("ESG") n Todd A. Combs elected in September 2016 n In January 2017, Board approved n We published a dedicated ESG Report last year, changes to Audit and
Slide 5: The Firm has generated strong multi-year financial performance
The Firm has generated strong multi-year financial performance Strong ROTCE on increasing capital ROTCE Average TCE ($B) Average TCE Growth of 11%1 $180 $170 $161 $149 $136 $124 $111 $95 $80 15% 15% 15% 13% 13% 13% 10% 11% 6% 2008 2009 2010 2011 2012 2013 2014 2015 2016 Sustained growth in both TBVP
Slide 6: Fortress principles and important shareholder rights
Fortress principles and important shareholder rights Fortress principles – we maintain fortress operating principles with focus on capital, liquidity, risk, controls and culture n We maintained our fortress balance sheet, growing our Basel III Advanced Fully Phased-In common equity Tier 1 (“CET1”) c
Slide 7: Good corporate governance and shareholder engagement
We are committed to good corporate governance and are engaged with our shareholders Shareholder engagement Recent updates n The Board maintains a robust Lead Independent Governance Director role and is committed to sound and commonsense governance principles. n Our engagement process, and the feedba
Slide 8: Agenda
Agenda Page Management proposals 7 Shareholder proposals 17 2017 PROXY SUPPLEMENTAL MATERIALS
Slide 9: Proposal #1: Election of directors
For additional detail, see 2017 Proposal #1: Election of directors The Board recommends you vote FOR each director nominee Proxy Statement pages 7-32 The Board has nominated 12 directors: 11 independent directors and the CEO Other Director of JPMorgan Chase Public Co. Nominee Age Principal Occupat
Slide 10: #2: the executive compensation program
Proposal #2: The Board recommends you vote FOR the executive compensation program Compensation Discussion and Analysis (“CD&A”) Roadmap For additional detail, see 2017 Proxy Statement pages 33-74 Why shareholders should approve our say-on-pay 1 How did we perform in 2016? 3 How did we pay our CEO?
Slide 11: Pay elements for the 2016 performance year
Proposal #2: The Board recommends you vote FOR the executive compensation program Pay elements for the 2016 performance year For additional detail, see 2017 Proxy Statement pages 33-74 % of Variable Subject to Elements1 Purpose Description Vesting CEO NEOs Clawback2 Fixed Salary N/A N/A n Fixed po
Slide 12: 2016 CEO compensation
Proposal #2: The Board recommends you vote FOR the executive compensation program 2016 CEO compensation For additional detail, see 2017 Proxy Statement pages 33-74 Mr. Dimon’s 2016 compensation is aligned with his multi-year performance n In assessing Mr. Dimon's performance and determining his pa
Slide 13: Performance Share Unit program overview
Proposal #2: The Board recommends you vote FOR the executive compensation program Performance Share Unit (“PSU”) program overview For additional detail, see 2017 Proxy Statement pages 33-74 Plan Feature Performance Year 2016 PSU Award Description Vehicle n Value of units moves with stock price dur
Slide 14: PSU Program time horizon – Performance year 2016 award
Proposal #2: The Board recommends you vote FOR the executive compensation program PSU Program time horizon – Performance year 2016 award For additional detail, see 2017 Proxy Statement pages 33-74 Performance Share Units – 5-Year Time Horizon PSU goal is set at beginning of performance period and
Slide 15: Pay practices are aligned with compensation philosophy
Proposal #2: The Board recommends you vote FOR the executive compensation program Pay practices are aligned with compensation philosophy For additional detail, see 2017 Proxy Statement pages 33-74 COMPENSATION PHILOSOPHY GUIDES OUR PAY PRACTICES (WHAT WE DO) 1 Our Compensation Philosophy promotes
Slide 16: Ownership guidelines & retention requirements
Proposal #2: The Board recommends you vote FOR the executive compensation program Ownership guidelines & retention requirements For additional detail, see 2017 Proxy Statement pages 33-74 OWNERSHIP GUIDELINES & RETENTION REQUIREMENTS Ownership Guidelines: While on the Operating Illustrative Exampl
Slide 17: #3: Ratification of PricewaterhouseCoopers LLP
Proposal #3: The Board recommends you vote FOR ratification of PricewaterhouseCoopers LLP For additional detail, see 2017 Proxy Statement pages 75-79 3 Ratification of PricewaterhouseCoopers LLP as the Firm’s independent registered public accounting firm n The members of the Audit Committee and th
Slide 18: #4: Vote ONE YEAR on frequency of advisory resolution
Proposal #4: The Board recommends you vote ONE YEAR on frequency of advisory resolution For additional detail, see 2017 Proxy Statement pages 81-82 4 Advisory vote on frequency of advisory resolution to approve executive compensation n We currently include an advisory vote on executive compensatio
Slide 19: Agenda
Agenda Page Management proposals 7 Shareholder proposals 17 2017 PROXY SUPPLEMENTAL MATERIALS
Slide 20: Shareholder proposal: Independent board chairman
For additional detail, see 2017 Proxy Statement pages 84-85 The Board recommends you vote AGAINST this shareholder proposal 5 Independent board chairman – require an independent chair n The Board of Directors has a fiduciary duty to act as it believes to be in the best interests of the Firm and it
Slide 21: Shareholder proposals: Vesting for government service and others
For additional detail, see 2017 Proxy Statement pages 86-89 The Board recommends you vote AGAINST these shareholder proposals Vesting for government service – prohibit vesting of equity-based awards for senior executives due to voluntary resignation to 6 enter government service n The Government O
Slide 22: Shareholder proposal: Gender pay equity
For additional detail, see 2017 Proxy Statement pages 90-96 The Board recommends you vote AGAINST these shareholder proposals 8 Gender pay equity – prepare a report by October 2017 on the Company’s policies and goals to reduce the gender pay gap n Employees are our greatest asset, and we strive to
Slide 23: Notes on non-GAAP financial measures
Notes Notes on non-GAAP financial measures 1. In addition to analyzing the Firm’s results on a reported basis, management reviews the Firm’s results, including the results of the lines of business, on a “managed” basis, which are non-GAAP financial measures. The Firm’s definition of managed basis st
Slide 24: Footnotes
Footnotes Notes on Slide 7: “Proposal #1: Election of directors” 1. Director 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), and Mr. Jackson (1993-2004); First Chicago Corp.: Mr. Crown (19
Slide 25: Forward-looking statements
Forward-looking statements This proxy statement contains forward-looking statements with respect to JPMorgan Chase & Co.’s culture and controls, environmental, social and governance efforts and The Supplier Code of Conduct. These statements can be identified by the fact that they do not relate stric