JPMorgan Chase & Co. · NYSE:JPM
JPMorgan Chase & — Proxy Contest (April 2007)
6 slides from JPMorgan Chase &'s proxy contest presentation, Apr 20, 2007
Slide 1: 2007 Proxy Statement – Compensation-related Shareholder Proposal Discussion
Exhibit 99.1 April 2007 JPMORGAN CHASE 2007 Proxy Statement – Compensation-related Shareholder Proposal Discussion
Slide 2: Compensation-related Shareholder Proposal Overview
Compensation-related Shareholder Proposal Overview Proxy statement includes two important compensation-related shareholder proposals. The Board has recommended a vote against each of these proposals. Proposal #4: performance-based restricted stock Proposal #5: executive compensation approval Board o
Slide 3: Shareholder Proposal #4
Shareholder Proposal #4 Proposal #4 specifies that a significant portion of restricted stock awards to senior executives requires achievement of performance goals as a prerequisite to vesting Board believes that current compensation policies and practices align Management and shareholder interests a
Slide 4: Shareholder Proposal #4 (cont.)
Shareholder Proposal #4 (cont.) Incentive compensation is variable (as it should be) from year-to-year; for Operating Committee as a group, 2006 incentive compensation averaged 95% of total annual compensation Portion of incentive compensation must be equity-based¹: 35% for highly-compensated indivi
Slide 5: Shareholder Proposal #4 (cont.)
Shareholder Proposal #4 (cont.) The Board and Management believe we already have in place appropriate quantitative and qualitative performance thresholds. Additional thresholds could lead to reliance on a simplistic formulaic approach to compensation. Potential unintended consequences: Reduce needed
Slide 6: Shareholder Proposal #5
Shareholder Proposal #5 Proposal #5 requires a shareholder advisory vote to ratify the compensation of named executive officers The Board and Management believe that the compensation policies and practices currently in place provide a thoughtful, disciplined and transparent approach to setting execu