JP Morgan Chase & Co. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$JPM
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 21, 2025
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Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
JPMorgan Chase & Co. (the “Firm”) announced that the independent members of the Board of Directors (the “Board”) approved the annual compensation for 2024 for Mr. James Dimon, CEO, in the amount of $39,000,000, compared to last year’s annual compensation of $36,000,000. The annual compensation for 2024 reflects Mr. Dimon’s stewardship of the Firm, with growth across all of its market-leading lines of business, record financial results and a fortress balance sheet, and continues to demonstrate strong pay-for-performance alignment.
Mr. Dimon’s total compensation includes an annual base salary of $1,500,000 and performance-based variable incentive compensation of $37,500,000. $5,000,000 of the variable incentive compensation will be delivered in cash and the remaining $32,500,000 will be delivered in the form of at-risk Performance Share Units ("PSUs"). PSUs tie 100% of Mr. Dimon’s annual equity-based compensation to ongoing performance metrics, representing 87% of his total variable incentive compensation. This significant weighting of pay mix to equity is designed to align with shareholders’ interests by encouraging continued focus on the long-term success of the Firm. The key features of the PSU program are consistent with last year, including the financial metric (return on tangible common equity1 - "ROTCE") with absolute and relative performance goals, payout levels, vesting and hold requirements, as well as clawback and recovery provisions2.
During the year, under Mr. Dimon's stewardship, the Firm continued to serve clients and customers against a dynamic global macro backdrop characterized by ongoing geopolitical tensions and economic uncertainty. The Firm generated strong current returns while investing in and executing on long-term strategic initiatives, consistent with its fortress principles. In 2024, the Firm reported record revenue for the seventh consecutive year of $180.6 billion1 and record net income of $58.5 billion, or $19.75 per share, with ROTCE of 22% representing sustained strong relative outperformance compared to peers. The Firm increased its quarterly common dividend from $1.05 to $1.25 per share.
The Firm ended 2024 with a common equity Tier 1 (“CET1”) ratio of 15.7%, CET1 capital3 of $275.5 billion and $1.4 trillion of cash and marketable securities4, providing it with meaningful capacity to support clients and further invest in its business and communities. During 2024, the Firm raised approximately $2.8 trillion of credit and capital5 for its consumer and institutional clients around the world, which include individuals, homeowners, small businesses, larger corporations, schools, hospitals, cities and countries. The Firm continued its investments in technology, people and products, as well as its steadfast commitment to corporate responsibility, including helping to create a stronger, more inclusive economy and advance cities and neighborhoods, positioning the Firm for future success.
The Board evaluated Mr. Dimon’s holistic performance across financial and non-financial performance dimensions, as well as the competitive environment, in determining his compensation. As part of their evaluation and determination, the Board considered Mr. Dimon’s continued development of top executives to lead for today and the future, his continued commitment to shareholders and his longstanding exemplary leadership of a premier financial services firm. Under the J.P. Morgan and Chase brands, which include investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing and asset management, the Firm serves millions of customers, predominantly in the United States, and many of the world’s most prominent corporate, institutional and government clients globally.
Separately, Mr. Dimon and his family plan to sell approximately 1 million shares of their JPMorgan stock holdings for financial diversification and tax-planning purposes. While there is no intention to execute further sales at this time, they retain the option to do so in the future. After the contemplated sales, Mr. Dimon will continue to have a significant stake in the company, with he and his family currently holding approximately 7.5 million shares. He also continues to have unvested Performance
1 Revenue is on a managed basis. Managed revenue and ROTCE are non-GAAP financial measures. For further discussion, see notes (a) and (b) on page 6 of Exhibit 99.1 to the Firm’s Current Report on Form 8-K dated January 15, 2025, which has been filed with the U.S. Securities and Exchange Commission, containing the Firm's earnings press release for the quarter ended December 31, 2024.
2 Equity incentives are subject to the JPMorgan Chase Bonus Recoupment Policy which applies in the event of a material restatement of the Firm's financial results as well as the Recovery of Erroneously Awarded Incentive-Based Compensation Policy. In addition, all equity awards granted in 2025 contain recapture provisions that enable the Firm to cancel outstanding awards and/or recover the value of certain stock distributed under the award in specified circumstances. In addition to recapture provisions, portions of equity awards granted to the CEO are also subject to additional Protection-based Vesting provisions under which awards may be cancelled as determined by the Compensation & Management Development Committee of the Board of Directors and ratified by the Board of Directors.
3 Estimated. For further discussion, see note (3) on page 7 of Exhibit 99.1 to the Firm’s Current Report on Form 8-K dated January 15, 2025, which has been filed with the U.S. Securities and Exchange Commission, containing the Firm's earnings press release for the quarter ended December 31, 2024.
4 Estimated. For further discussion, see note (4) on page 7 of Exhibit 99.1 to the Firm’s Current Report on Form 8-K dated January 15, 2025, which has been filed with the U.S. Securities and Exchange Commission, containing the Firm's earnings press release for the quarter ended December 31, 2024.
5 For further discussion, see note (12) on page 7 of Exhibit 99.1 to the Firm’s Current Report on Form 8-K dated January 15, 2025, which has been filed with the U.S. Securities and Exchange Commission, containing the Firm's earnings press release for the quarter ended December 31, 2024.
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Share Units relating to 683,880 shares6 and Stock Appreciation Rights relating to 1,500,000 shares, subject to the terms and conditions of each grant. Mr. Dimon will use stock trading plans to sell his shares, in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934.
6 Reflects the target number of PSUs granted. Each PSU represents the right to receive one share of common stock on the vesting date. The ultimate number of PSUs that will vest will be determined by the Firm’s performance over the three-year performance period and will include any accumulated reinvested dividend equivalent shares.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibit
| Exhibit No. | Description of Exhibit | |||||||
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | |||||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JPMorgan Chase & Co. | ||
| (Registrant) | ||
| By: | /s/ John H. Tribolati | ||||
| John H. Tribolati | |||||
| Corporate Secretary | |||||
| Dated: | January 23, 2025 | ||||
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