JPMORGAN CHASE & CO (JPM)
Sector: Financials
2025 Annual Meeting Analysis
JPMORGAN CHASE & CO · Meeting: May 20, 2025
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured director (since 2004) with extensive governance and media/entertainment leadership experience; JPM's 3-year price return of 148.4% outpaces the ^RUT (Russell 2000) benchmark by 103.9 percentage points, well above the 65pp threshold required to trigger an AGAINST vote, so no TSR concern applies; holds one outside public company board seat (Berkshire Hathaway), within the four-seat limit; attendance was confirmed adequate.
Director since 2013 with deep risk management and financial services expertise directly relevant to JPM's business; TSR trigger does not apply given JPM's 103.9pp outperformance of the ^RUT (Russell 2000) benchmark; holds no outside public company board seats; attendance confirmed adequate.
Newly elected director (effective March 17, 2025), well within the 24-month exemption window from the TSR trigger; brings relevant CEO, finance, and governance experience from The Hershey Company; holds one outside public company board seat.
Director since 2016 with strong financial services, investment management, and insurance industry expertise; TSR trigger does not apply given JPM's 103.9pp outperformance of the ^RUT (Russell 2000) benchmark; holds no outside U.S.-listed public company board seats; attendance confirmed adequate.
Director since 2023, within the 24-month exemption window from the TSR trigger; brings technology, risk management, and regulated-industry experience from Amazon and Alto Pharmacy; holds no outside public company board seats.
Chairman and CEO since 2005/2006; as an executive director he is subject to the same TSR trigger as all other directors, but JPM's 148.4% 3-year price return outperforms the ^RUT (Russell 2000) benchmark by 103.9pp, far exceeding the 65pp strong-positive threshold required to trigger an AGAINST vote; his record of exceptional performance provides strong independent support for continued board service.
Director since 2022 with extensive CEO-level experience in healthcare, technology, and global operations; TSR trigger does not apply given JPM's 103.9pp outperformance of the ^RUT (Russell 2000) benchmark; holds two outside public company board seats (Apple, IBM), within the four-seat limit; attendance confirmed adequate.
Director since 2018 with deep asset management, risk, and governance experience; TSR trigger does not apply given JPM's 103.9pp outperformance of the ^RUT (Russell 2000) benchmark; holds no outside U.S.-listed public company board seats; attendance confirmed adequate.
Director since 2020 with extensive CEO-level experience in a large, complex, regulated, international company (General Dynamics); TSR trigger does not apply given JPM's 103.9pp outperformance of the ^RUT (Russell 2000) benchmark; holds one outside public company board seat (General Dynamics); attendance confirmed adequate.
Director since 2020 with deep technology, international operations, and governance experience as former IBM Chairman and CEO; TSR trigger does not apply given JPM's 103.9pp outperformance of the ^RUT (Russell 2000) benchmark; holds no current outside U.S.-listed public company board seats; attendance confirmed adequate.
Newly elected director (effective January 21, 2025), well within the 24-month exemption window from the TSR trigger; brings fintech, technology, and consumer financial services expertise from his tenure as CEO of Intuit; holds two outside public company board seats (Amazon, Humana), within the four-seat limit.
Director since 2024, within the 24-month exemption window from the TSR trigger; brings deep finance, tax, accounting, and regulated-industry expertise as former Global Chairman and CEO of EY, making him well-suited to chair the Audit Committee; holds two outside public company board seats (Johnson & Johnson, MetLife), within the four-seat limit.
All 12 director nominees pass the policy screens: JPM's 3-year stock return of 148.4% outperforms the ^RUT (Russell 2000) benchmark by 103.9 percentage points, far above the 65pp threshold needed to trigger an AGAINST vote for strong-positive TSR, so no performance-based AGAINST votes arise; two new directors (Buck, Smith) are exempt from the TSR trigger as they joined within the past 24 months; no director exceeds the four-seat overboarding limit; no attendance failures are disclosed; all independent directors serving on audit and compensation committees are appropriately classified as independent; the board discloses a skills matrix; and audit committee members have demonstrated financial expertise. Vote FOR all 12 nominees.
Say on Pay
✓ FORCEO
James Dimon
Total Comp
$37,683,462
Prior Support
91%%
CEO James Dimon received total compensation of approximately $37.7 million (as reported in the pre-extracted database; the proxy discloses $39 million including the cash award determined by the board), which is elevated in absolute terms but reflects JPM's position as the largest and most profitable U.S. bank, with record net income of $58.5 billion and a return on tangible common equity of 22% in 2024 — performance that substantially outpaces peers. The pay structure is strongly aligned with shareholder interests: approximately 87% of Dimon's variable pay is deferred into at-risk performance stock awards tied to a rigorous 3-year average ROTCE target (0%-150% payout) plus a 2-year holding period, making total equity exposure roughly 84% of total compensation, well above the 50-60% variable pay threshold required by policy. Prior-year Say on Pay support was 91%, the company has a robust clawback policy, equity dilution from executive awards was confirmed below 1% of shares outstanding, and JPM's 3-year stock return of 148.4% substantially outperforms the ^RUT (Russell 2000) benchmark by 103.9 percentage points, confirming strong pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$78,500,000
Non-Audit Fees
$40,500,000
The non-audit fees (audit-related fees of $36.0M plus tax fees of $4.5M, totaling $40.5M) represent approximately 52% of the core audit fee of $78.5M, which marginally exceeds the 50% threshold in the policy; however, the audit-related fees described in the proxy are closely tied to the recurring audit engagement (attestation, agreed-upon procedures, due diligence on acquisitions) and the increase is driven by business growth and new control reporting requirements, providing meaningful context that this is not an independence-compromising advisory relationship; PwC is a Big 4 firm fully adequate for a company of JPM's size and complexity, no material financial restatements are disclosed, and tenure is not disclosed so the tenure trigger cannot fire under policy — on balance, a FOR vote is appropriate with the non-audit ratio noted as a minor flag to monitor.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Proposal 4: Support for an Independent Board Chairman
This proposal asks shareholders to require that an independent director serve as board chairman rather than allowing the CEO to hold both roles. While independent board chair structures are a legitimate governance preference, JPM has meaningfully addressed the underlying concern: the Lead Independent Director (Stephen Burke) has robust, clearly defined powers — including approving board agendas, calling independent sessions, guiding CEO performance review and succession, and engaging with major shareholders — that provide genuine independent oversight of management. Critically, the board has already adopted a formal policy that the Chair and CEO roles will be separated upon the next CEO transition, which is expected in the medium term, making this proposal redundant rather than necessary. JPM's exceptional stock performance (148.4% over three years versus 44.5% for the ^RUT (Russell 2000) benchmark) further indicates that the current leadership structure is not harming shareholders, and a FOR vote is not warranted.
Proposal 5
Proposal 5: Report on Social Impacts of Transition Finance
Based on the filing context, this proposal requests a report on the social impacts of the firm's transition finance activities, a topic closely associated with progressive ESG advocacy filers whose proposals are designed to advance social and environmental policy goals rather than to address a material, unaddressed financial risk identified by neutral fiduciary investors. Under the voting policy, proposals from ideological filers — whether conservative or progressive — are voted AGAINST regardless of how the proposal is framed, because they serve advocacy goals rather than shareholder interests. Even setting aside filer identity, JPM already discloses extensively on climate and ESG matters (annual ESG Report, Climate Report, Energy Supply Financing Ratio), and the company has committed to releasing a new consolidated ESG and climate report in the second half of 2025, further reducing the incremental value of the requested report.
Actual Vote Results
Meeting held May 20, 2025
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Brad D. Smith | 99.7% | 2.0B | 5.9M | ✓ Elected |
| Alicia Boler Davis | 99.6% | 2.0B | 7.4M | ✓ Elected |
| Mellody Hobson | 99.5% | 2.0B | 9.5M | ✓ Elected |
| Alex Gorsky | 99.5% | 2.0B | 10.5M | ✓ Elected |
| Michele G. Buck | 99.4% | 2.0B | 12.4M | ✓ Elected |
| Phebe N. Novakovic | 99.2% | 2.0B | 16.1M | ✓ Elected |
| Virginia M. Rometty | 98.7% | 2.0B | 25.9M | ✓ Elected |
| Mark A. Weinberger | 98.5% | 2.0B | 29.5M | ✓ Elected |
| Linda B. Bammann | 97.3% | 2.0B | 53.5M | ✓ Elected |
| Todd A. Combs | 96.7% | 1.9B | 66.7M | ✓ Elected |
| James Dimon | 93.8% | 1.9B | 124.4M | ✓ Elected |
| Stephen B. Burke | 93.0% | 1.9B | 141.2M | ✓ Elected |
Broker non-votes: 357.9M
Say on Pay
For 1.8B · Against 163.9M · Abstain 8.4M
Auditor Ratification
For 2.2B · Against 151.8M · Abstain 5.1M
Other Proposals
Proposal 4
Proposal on support for an independent board chairman
Proposal 5
Proposal on report on social impacts of transition finance
Overall Assessment
The 2025 JPMorgan Chase annual meeting features a clean ballot for standard management proposals: all 12 director nominees pass every policy screen given JPM's exceptional 3-year stock return of 148.4% (outperforming the ^RUT (Russell 2000) benchmark by 103.9 percentage points), Say on Pay earns a FOR on the strength of a rigorous performance-based pay structure and record financial results, and PwC's ratification passes despite a marginally elevated non-audit fee ratio that warrants monitoring. Both shareholder proposals — an independent board chairman request and a transition finance social impact report — are voted AGAINST, the first because JPM's strong Lead Independent Director structure and committed CEO-transition separation policy address the governance concern without mandating a structural change, and the second because it originates from an ideological ESG advocacy filer and the company already provides substantial climate and ESG disclosure.
Compensation Peer Group
1 companies disclosed in 2025 proxy filing