8-KLeadership ChangesExhibits & Filings

JPMORGAN CHASE & CO 8-K Report, Executive Changes (Jul 20, 2021)

Filed July 20, 2021For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. announced a significant equity award to its Chairman and Chief Executive Officer, James Dimon, on July 20, 2021. The Board of Directors granted Mr. Dimon 1,500,000 stock appreciation rights, an award not part of his regular compensation and intended to incentivize his continued leadership for a substantial period. This decision underscores the Board's focus on leadership continuity, succession planning, and retaining key executive talent in a competitive market, acknowledging Mr. Dimon's strong track record and contributions to the firm since 2005. The terms of this special award are notably restrictive, with a ten-year vesting period beginning no earlier than July 20, 2026 (five years from the grant date). Furthermore, shares received from exercising these options must be held until July 20, 2031, and are subject to the firm's stock ownership guidelines and clawback/recapture provisions, including those related to financial restatements or other specified circumstances. This structure emphasizes long-term commitment and aligns Mr. Dimon's incentives with the sustained performance and stability of JPMorgan Chase.

Key Highlights

  • 1JPMorgan Chase & Co. granted CEO James Dimon 1,500,000 stock appreciation rights (SARs) on July 20, 2021.
  • 2This award is a special grant, not part of Mr. Dimon's regular annual compensation, and is intended to encourage his continued leadership for a significant number of years.
  • 3The grant reflects the Board's emphasis on leadership continuity, succession planning, and retaining executive talent.
  • 4The SARs have a ten-year term and are exercisable no earlier than July 20, 2026 (a five-year vesting period).
  • 5Shares received from exercising the SARs must be held until July 20, 2031, aligning with the end of the option term.
  • 6The award is subject to restrictive terms, including clawback and recovery provisions, and the firm's stock ownership and retention requirements for operating committee members.

Frequently Asked Questions

James Dimon, Chairman and CEO of JPMorgan Chase & Co., was awarded 1,500,000 stock appreciation rights (SARs) on July 20, 2021. This is a special, non-recurring award designed to incentivize his long-term leadership and is separate from his regular compensation.

The award is intended to encourage Mr. Dimon to continue leading JPMorgan Chase for a substantial period. The Board cited the importance of his stewardship, leadership continuity, succession planning, and his strong performance and contributions to the firm's success.

The SARs have a ten-year term and will not be exercisable before July 20, 2026 (five years from the grant date). Additionally, shares obtained from exercising the options must be retained until July 20, 2031. The award is also subject to clawback and recovery provisions, as well as the firm's stock ownership guidelines.

No, the filing explicitly states that this award is not part of Mr. Dimon's regular annual compensation and will not be awarded on a regularly recurring basis. The terms are also described as more restrictive than typical equity grants.