8-KLeadership Changes

JPMORGAN CHASE & CO 8-K Report, Executive Changes (Jan 17, 2019)

Filed January 17, 2019For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. (JPM) has filed an 8-K report detailing the compensation of its CEO, James Dimon, for 2018. The independent members of the Board of Directors approved a total compensation of $31 million, an increase from the prior year's $29.5 million. This compensation comprises a base salary of $1.5 million and variable incentive compensation of $29.5 million, split between $5 million in cash and $24.5 million in Performance Share Units (PSUs). The compensation decisions were based on the firm's strong 2018 performance across business results, risk management, client focus, and leadership. Notably, JPM reported record net income of $32.5 billion, or $9.00 per share, with a Return on Tangible Common Equity (ROTCE) of 17%. The firm also emphasized its commitment to investing in the future, strengthening controls, serving clients, and supporting communities, including facilitating $2.5 trillion in credit and capital for various entities and expanding its branch network.

Key Highlights

  • 1James Dimon's 2018 total compensation approved at $31 million, up from $29.5 million in 2017.
  • 2Base salary remains $1.5 million; variable incentive compensation totals $29.5 million.
  • 3Variable incentive is split between $5 million cash and $24.5 million in Performance Share Units (PSUs).
  • 4PSU program features, including performance metrics (ROTCE), vesting, and clawback provisions, remain consistent with the prior year.
  • 5Compensation considered JPM's strong 2018 performance, including record net income of $32.5 billion ($9.00/share) and 17% ROTCE.
  • 6Firm facilitated $2.5 trillion in credit and capital for clients and expanded community support initiatives.
  • 7Capital returned to shareholders totaled $28.5 billion through dividends and share repurchases.

Frequently Asked Questions

James Dimon's total compensation for 2018 was $31,000,000, an increase from his total compensation of $29,500,000 in 2017.

His 2018 compensation includes a base salary of $1,500,000 and $29,500,000 in performance-based variable incentive compensation. Of the variable incentive, $5,000,000 is in cash, and $24,500,000 is in the form of Performance Share Units (PSUs).

The independent members of the Board considered the firm's strong performance in 2018 across four key categories: Business Results, Risk/Controls/Conduct, Client/Customer/Stakeholder Focus, and Teamwork/Leadership. Specific mention was made of record net income, ROTCE, market share gains, expense discipline, client satisfaction, a strong balance sheet, and investments in future growth and community support.

Yes, the key features of the PSU program are consistent with the prior year, including performance goals based on ROTCE, payout levels, vesting and hold requirements. Additionally, equity incentives are subject to the JPMorgan Chase Bonus Recoupment Policy in case of financial restatements and include recapture provisions for unvested or distributed awards under specified circumstances.