8-KLeadership ChangesExhibits & Filings

JPMORGAN CHASE & CO 8-K Report, Executive Changes (Dec 15, 2021)

Filed December 15, 2021For Securities:JPMJPM-PCJPM-PDJPM-PKJPM-PLJPM-PMJPM-PJAMJBVYLD

Summary

JPMorgan Chase & Co. (JPM) filed an 8-K on December 14, 2021, to disclose a significant compensatory arrangement for Daniel Pinto, the firm's Co-President, Co-Chief Operating Officer, and CEO of the Corporate & Investment Bank. As Mr. Pinto prepares to assume the role of sole President and Chief Operating Officer effective January 1, 2022, the Compensation & Management Development Committee (CMDC) awarded him 750,000 stock appreciation rights (SARs). This special award is intended for retention and to incentivize Mr. Pinto's continued leadership in his new, expanded role. The SARs are separate from his regular compensation and have specific, more restrictive terms than typical equity grants. Key features include a ten-year term, a five-year vesting period, and a requirement to hold net shares until the end of the term, aligning with the firm's retention and ownership guidelines for executive officers. This move signals confidence in Mr. Pinto's leadership and commitment to retaining key talent during a period of significant executive transition.

Key Highlights

  • 1Special award of 750,000 stock appreciation rights (SARs) granted to Daniel Pinto.
  • 2Award is for prospective purposes related to Mr. Pinto's promotion to sole President and Chief Operating Officer, effective January 1, 2022.
  • 3The award serves as a retention incentive and reflects the CMDC's desire for Mr. Pinto's continued leadership.
  • 4SARs are not part of Mr. Pinto's regular annual compensation and are not recurring.
  • 5The terms are more restrictive than typical equity grants, including a ten-year term and a five-year vesting period.
  • 6Net shares from exercise must be held until December 14, 2031, subject to clawback provisions and firm ownership guidelines.
  • 7The award highlights a significant executive transition and the firm's commitment to retaining key leadership.

Frequently Asked Questions

The award is a special incentive granted in anticipation of Daniel Pinto's promotion to sole President and Chief Operating Officer on January 1, 2022. It is designed to retain his leadership and acknowledge his contributions, separate from his regular compensation.

The SARs will become exercisable no earlier than December 14, 2026, which is five years after the effective date of the grant (December 14, 2021).

Yes, the terms are more restrictive than typical equity grants. They have a ten-year term, require continuous employment for vesting, and the net shares received upon exercise must be held until December 14, 2031. They are also subject to clawback provisions and the firm's stock ownership guidelines.

No, the filing explicitly states that this is a special award and is not part of Mr. Pinto's regular annual compensation, nor will it be awarded on a regularly recurring basis.