DEF 14A of Jpmorgan Chase & Co, Apr 7, 2025

DEF 14A of Jpmorgan Chase & Co

Filed Apr 7, 2025 · FY20240000019617-25-000321

Open on EDGAR

  1. John H. Tribolati

    | | IV. 2024 Option exercises and stock vested table | 68 | | | V. 2024 Pension benefits | 68 | | | VI. 2024 Non-qualified deferred compensation | 69 | | | VII. 2024 Potential payments upon termination or change in control | 70 | | Pay versus performance disclosure | | 72 | | CEO pay ratio disclosure | | 75 | | Security ownership of directors and executive officers | | 76 | | Audit matters | | 78 | | PROPOSAL 3: | | | | | Ratification of independent registered public accounting firm | 79 | | Audit Committee report | | 81 | | Shareholder proposals | | 83 | | Introduction | | 84 | | PROPOSALS 4-5: | | | | | Shareholder-submitted proposals | 85 | | General information | | 91 | | Information about the annual meeting of shareholders | | 91 | | Shareholder proposals and nominations for the 2026 annual meeting | | 98 | | Notes on Non-GAAP financial measures | | 100 | | Glossary of selected terms and acronyms | | 102 |

  2. Our governance practices promote Board effectiveness and shareholder interests

    Our governance practices promote Board effectiveness and shareholder interests •Annual Board and committee assessment •Robust shareholder rights: —proxy access —right to call a special meeting —right to act by written consent •Majority voting for all director elections •Stock ownership requirements for directors •100% principal standing committee independence •Executive sessions of independent directors at each regular Board meeting

  3. Our governance practices promote Board effectiveness and shareholder interests

    | | 2025 Proxy Statement | 3 |

  4. Our governance practices promote Board effectiveness and shareholder interests

    | PROPOSAL 1: | | | Election of directors | page 7 | | The Board of Directors has nominated the 12 individuals listed below. All are independent other than our CEO. If elected at the annual meeting, all nominees are expected to serve until next year’s annual meeting. | |

  5. Our governance practices promote Board effectiveness and shareholder interests

    | Nominee/Director of JPMorganChase since1 | | Age | Principal Occupation | Other U.S.-Listed Public Company Directorships | Committee Membership2 | | | Stephen B. Burke Lead Independent Director Director since 2004 | 66 | Retired Chairman and Chief Executive Officer of NBCUniversal, LLC | 1 | Compensation & Management Development (Chair); Corporate Governance & Nominating | | | Linda B. Bammann Director since 2013 | 69 | Retired Deputy Head of Risk Management of JPMorgan Chase & Co.3 | 0 | Risk (Chair); Compensation & Management Development | | | Michele G. Buck Director since 2025 | 63 | Chairman, President and Chief Executive Officer of The Hershey Company | 1 | Audit | | | Todd A. Combs Director since 2016 | 54 | Chairman, President and Chief Executive Officer of GEICO and Investment Officer at Berkshire Hathaway Inc. | 0 | Corporate Governance & Nominating (Chair); Compensation & Management Development | | | Alicia Boler Davis Director since 2023 | 56 | Chief Executive Officer of Alto Pharmacy, LLC | 0 | Risk | | | James Dimon Director since 2004 | 69 | Chairman and Chief Executive Officer of JPMorgan Chase & Co. | 0 | | | | Alex Gorsky Director since 2022 | 64 | Retired Chairman and Chief Executive Officer of Johnson & Johnson | 2 | Audit; Public Responsibility | | | Mellody Hobson Director since 2018 | 56 | Co-Chief Executive Officer and President of Ariel Investments, LLC | 0 | Public Responsibility (Chair); Risk | | | Phebe N. Novakovic Director since 2020 | 67 | Chairman and Chief Executive Officer of General Dynamics Corporation | 1 | Audit; Public Responsibility | | | Virginia M. Rometty Director since 2020 | 67 | Retired Executive Chairman, President and Chief Executive Officer of International Business Machines Corporation (“IBM”) | 0 | Compensation & Management Development; Corporate Governance & Nominating | | | Brad D. Smith Director since 2025 | 61 | President of Marshall University and Retired Executive Chairman, President and Chief Executive Officer of Intuit Inc. | 2 | Risk | | | Mark A. Weinberger Director since 2024 | 63 | Retired Global Chairman and Chief Executive Officer of Ernst & Young LLP | 2 | Audit (Chair) |

  6. Our governance practices promote Board effectiveness and shareholder interests

    1Director of a heritage company of the Firm as follows: Bank One Corporation: Mr. Burke (2003–2004), Mr. Dimon, Chairman of the Board (2000–2004) 2Principal standing committees 3Retired from JPMorgan Chase & Co. in 2005

  7. Our governance practices promote Board effectiveness and shareholder interests

    | 4 | 2025 Proxy Statement | |

  8. Our governance practices promote Board effectiveness and shareholder interests

    | PROPOSAL 2: | | | Advisory resolution to approve executive compensation | page 38 | | We are submitting an advisory resolution to approve the compensation of our Named Executive Officers (“NEOs”). | |

  9. Our governance practices promote Board effectiveness and shareholder interests

    We believe shareholders should consider three key factors in their evaluation of this year’s proposal:

  10. 3.How performance determined pay in 2024

    3.How performance determined pay in 2024 In determining OC member pay, the CMDC took into account performance across four broad performance dimensions: Business Results; Risk, Controls & Conduct; Client/Customer/Stakeholder; and Teamwork & Leadership. CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 87% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk Performance Share Units (“PSUs”) for both our current CEO and President & COO. Other NEO pay is also strongly aligned to Firm and line of business (“LOB”) performance, with a majority of variable pay deferred into equity, of which 50% is in at-risk PSUs. Disciplined performance assessment process to determine pay The CMDC uses a balanced holistic approach to determine annual compensation, which includes a disciplined assessment of performance against the aforementioned four broad dimensions over a sustained period of time. The table below summarizes the salary and incentive compensation awarded to our NEOs for 2024 performance.

  11. 3.How performance determined pay in 2024

    | | | Incentive Compensation | | | | | Name and principal position1 | Salary | Cash | Restricted Stock Units | Performance Share Units | Total | | James Dimon Chairman and CEO | $1,500,000 | $5,000,000 | $— | $32,500,000 | $39,000,000 | | Daniel Pinto President & Chief Operating Officer | 1,500,000 | 5,000,000 | — | 25,000,000 | 31,500,000 | | Mary Callahan Erdoes CEO, Asset & Wealth Management | 1,000,000 | 11,000,000 | 8,250,000 | 8,250,000 | 28,500,000 | | Troy Rohrbaugh Co-CEO, Commercial & Investment Bank | 1,000,000 | 9,200,000 | 6,900,000 | 6,900,000 | 24,000,000 | | Jeremy Barnum Chief Financial Officer | 1,000,000 | 6,530,000 | 4,897,500 | 4,897,500 | 17,325,000 |

  12. Board composition

    Board composition

  13. Board composition

    | RACE/ETHNICITY | | GENDER | | | 10 - White | | 6 - Male | | | 2 - Black | | 6 - Female | | | MILITARY/VETERAN | | | | | 1 - Military/Veteran | | | |

  14. Board composition

    1The information in the Board qualifications and composition matrix was provided by the nominees. The race and ethnicity information is based on U.S. Equal Employment Opportunity race/ethnicity categories.

  15. Board composition

    | | 2025 Proxy Statement | 11 |

  16. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  17. Board composition

    | | Qualification Highlights •Public Company Governance: As an experienced board member and executive, brings valuable insight on corporate governance best practices and effective engagement with diverse stakeholders •Human Capital Management: Brings a balanced perspective on executive development, succession planning and compensation matters •Leadership of a Large, Complex Organization: Experience managing a complex, global business, including setting and executing long-term strategic direction •Finance and Accounting: Strong financial acumen gained through executive roles Career Highlights Comcast Corporation/NBCUniversal, LLC, leading providers of entertainment, information and communication products and services •Senior Advisor, Comcast Corporation (since 2021) •Chairman of NBCUniversal, LLC and NBCUniversal Media, LLC (2020) •Senior executive officer of Comcast Corporation (2011-2020) •Chief Executive Officer and President of NBCUniversal, LLC and NBCUniversal Media, LLC (2011-2019) | •Chief Operating Officer, Comcast (2004-2011) •President, Comcast Cable Communications Inc. (1998-2010) Education •Graduate of Colgate University •M.B.A., Harvard Business School Other U.S.-Listed Public Company Directorships Within the Past Five Years •Berkshire Hathaway Inc. (since 2009) •Snowflake Inc. (2023-2024) Other Experience •Chairman, Children’s Hospital of Philadelphia | | Stephen B. Burke | | | | Retired Chairman and Chief Executive Officer of NBCUniversal, LLC Lead Independent Director since 2021 Age: 66 Director since: 2004 Committees: Compensation & Management Development Committee (Chair) Corporate Governance & Nominating Committee | | |

  18. Board composition

    | | Qualification Highlights •Risk Management and Controls: Retired risk management executive with deep experience in assessing and managing financial risk •Financial Services: Wide-ranging experience in the financial services sector, including with respect to capital markets and consumer financial products •Regulated Industries: Significant experience navigating the financial services regulatory landscape and engaging with regulators •Human Capital Management: Brings valuable insight on succession planning and senior executive development matters Career Highlights JPMorgan Chase & Co. (merged with Bank One Corporation in 2004) •Deputy Head of Risk Management (2004-2005) •Chief Risk Management Officer and Executive Vice President, Bank One Corporation (2001-2004) •Senior Managing Director, Bank One Capital Markets (2000-2001) | Education •Graduate of Stanford University •M.A., Public Policy, University of Michigan Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Former Board Member, Risk Management Association •Former Chair, Loan Syndications and Trading Association •Board Member, Travis Mills Foundation •Senior Advisor, The Brydon Group | | Linda B. Bammann | | | | Retired Deputy Head of Risk Management of JPMorgan Chase & Co. Age: 69 Director since: 2013 Committees: Risk Committee (Chair) Compensation & Management Development Committee | | |

  19. Board composition

    | 12 | 2025 Proxy Statement | |

  20. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  21. Board composition

    | | Qualification Highlights •Finance and Accounting: Expertise in strategic financial management as CEO of The Hershey Company and board-level financial oversight •Leadership of a Large, Complex Organization: Respected leader of a large, consumer-facing business, setting strategy and direction for long-term sustainable, profitable growth •Public Company Governance: Significant experience in corporate governance leadership and with complex stakeholder structures as Chair of The Hershey Company and through other board service •Human Capital Management: C-suite and board director experience in succession planning, compensation and organizational matters Career Highlights The Hershey Company, an industry-leading snacks company •Chairman of the Board (since 2019) •President and Chief Executive Officer (since 2017) •Executive Vice President, Chief Operating Officer (2016–2017) •President, North America (2013-2016) | •Senior Vice President, Global Chief Growth Officer (2011-2013) •Senior Vice President, Global Chief Marketing Officer (2005-2011) Education •Graduate of Shippensburg University •M.B.A., University of North Carolina at Chapel Hill Other U.S.-Listed Public Company Directorships Within the Past Five Years •The Hershey Company — Chairman (since 2019); member (since 2017) Other Experience •Member, The Business Council •Member, American Society of Corporate Executives •Former Board Member, New York Life Insurance Company •Past Benefit Co-Chair, Children's Brain Tumor Foundation | | Michele G. Buck | | | | Chairman, President and Chief Executive Officer of The Hershey Company Age: 63 Director since: 2025 Committees: Audit Committee | | |

  22. Board composition

    | | Qualification Highlights •Public Company Governance: As Investment Officer at Berkshire Hathaway, brings a rigorous investor perspective to public company governance practices and their effect on shareholder interests •Human Capital Management: Deep experience and insight into management succession planning and compensation matters as President and CEO of GEICO and through service on Berkshire Hathaway subsidiary boards •Financial Services: Investment management and financial markets expertise through more than two decades of executive experience •Regulated Industries: Experience managing complex governmental and regulatory matters as the CEO of a business in the highly regulated insurance industry Career Highlights Berkshire Hathaway Inc., a holding company whose subsidiaries engage in a number of diverse business activities including finance, insurance and reinsurance, and utilities and energy •Chairman, President and Chief Executive Officer, GEICO, a subsidiary of Berkshire Hathaway (since 2020) •Investment Officer (since 2010) | Castle Point Capital Management, an investment management firm •Chief Executive Officer and Managing Member (2005-2010) Education •Graduate of Florida State University •M.B.A., Columbia Business School Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Board Member, Precision Castparts Corp. •Board Member, Duracell Inc. •Board Member, Charter Brokerage LLC | | Todd A. Combs | | | | Chairman, President and Chief Executive Officer of GEICO and Investment Officer at Berkshire Hathaway Inc. Age: 54 Director since: 2016 Committees: Corporate Governance & Nominating Committee (Chair) Compensation & Management Development Committee | | |

  23. Board composition

    | | 2025 Proxy Statement | 13 |

  24. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  25. Board composition

    | | Qualification Highlights •Risk Management and Controls: Expertise in risk management and controls matters gained from experience in senior executive roles •Technology: Insight into the development and deployment of innovative technology including through her experience leading Amazon’s worldwide network of customer service operations, and robotics and technology •Regulated Industries: Strong understanding of regulatory processes and the ability to effectively navigate the regulatory landscape as CEO of a business in a highly regulated industry •International Business Operations: Wide-ranging experience in overseeing businesses with global operations, customers and stakeholders Career Highlights Alto Pharmacy, LLC, a digital pharmacy •Chief Executive Officer (since 2022) Amazon.com, Inc., a global e-commerce company •Senior Vice President, Global Customer Fulfillment (2021-2022) •Senior Team Member (2020-2022) | •Vice President, Global Customer Fulfillment (2019-2021) The General Motors Company, a multinational automotive manufacturing company •Executive Vice President, Global Manufacturing and Labor Relations (2016-2019) Education •Graduate of Northwestern University •Master of Science and Honorary Doctor of Engineering, Rensselaer Polytechnic Institute •M.B.A., Indiana University Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Trustee, Northwestern University •Former Board Member, Beaumont Health Systems •Former Board Member, CARE House of Oakland County | | Alicia Boler Davis | | | | Chief Executive Officer of Alto Pharmacy, LLC Age: 56 Director since: 2023 Committees: Risk Committee | | |

  26. Board composition

    | | Qualification Highlights •Financial Services: Experienced leader in the financial services industry with deep knowledge of all aspects of the Firm’s business activities, as well as its financial position and condition, corporate governance practices, technology investments, and risk management and controls, in addition to the items detailed below •Leadership of a Large, Complex Organization: Leadership of JPMorganChase and its predecessors for more than two decades, with a track record of growth, market leadership, focus on the Firm’s clients, advancing economic growth and opportunity, and empowering communities •Human Capital Management: Unique insight into all aspects of recruitment, retention, and development of key talent and succession planning for senior executives •Regulated Industries: In-depth experience in responding to an evolving regulatory landscape and cultivating constructive relationships with regulators and government leaders around the world •International Business Operations: Executive management of business operations that serve customers and clients in 100+ global markets and across diverse geographic, political and regulatory environments | Career Highlights JPMorgan Chase & Co. (merged with Bank One Corporation in 2004) •Chairman of the Board (since 2006) and Director (since 2004); Chief Executive Officer (since 2005) •President (2004-2018) •Chief Operating Officer (2004-2005) •Chairman and Chief Executive Officer at Bank One Corporation (2000-2004) Education •Graduate of Tufts University •M.B.A., Harvard Business School Other U.S.-Listed Public Company Directorships Within the Past Five Years •None Other Experience •Member of Board of Deans, Harvard Business School •Director, Catalyst •Member and former Chairman, Business Roundtable •Member, Business Council •Trustee, New York University School of Medicine | | James Dimon | | | | Chairman and Chief Executive Officer of JPMorgan Chase & Co. Age: 69 Director since: 2004 and Chairman of the Board since 2006 | | |

  27. Board composition

    | 14 | 2025 Proxy Statement | |

  28. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  29. Board composition

    | | Qualification Highlights •Finance and Accounting: Deep understanding of financial reporting standards and oversight of enterprise financial condition from experience as CEO of Johnson & Johnson •Technology: Expertise in overseeing innovative technologies, information security, and privacy issues through executive and board positions •International Business Operations: Seasoned executive experience operating in diverse geographic, political and regulatory environments •Public Company Governance: Broad governance expertise through public company board service and as former Chair of the Business Roundtable’s Corporate Governance Committee Career Highlights Johnson & Johnson, a global healthcare company •Executive Chairman (2022) •Chairman, Chief Executive Officer, Chairman of the Executive Committee (2012-2021) •Worldwide Chairman of the Surgical Care Group and the Medical Devices and Diagnostics Group and member of the Executive Committee (2009) •Company Group Chairman, Ethicon (2008-2009) | Novartis Pharmaceuticals Corporation, a multinational medicines company •Head of North America pharmaceutical business (2004-2008) Education •Graduate of the U.S. Military Academy at West Point •M.B.A., The Wharton School of the University of Pennsylvania Other U.S.-Listed Public Company Directorships Within the Past Five Years •Apple Inc. (since 2021) •IBM (since 2014) •Johnson & Johnson (2012-2022) Other Experience •Managing Director, ICONIQ Capital, LLC •Board Member, Neurotech Pharmaceuticals, Inc. •Board Member, Travis Manion Foundation •Board Member, Wharton Board of Overseers •Board Member, Cleveland Clinic •Former Member and Chair of the Corporate Governance Committee, Business Roundtable | | Alex Gorsky | | | | Retired Chairman and Chief Executive Officer of Johnson & Johnson Age: 64 Director since: 2022 Committees: Audit Committee Public Responsibility Committee | | |

  30. Board composition

    | | Qualification Highlights •Financial Services: Co-CEO and President of Ariel Investments, LLC with over three decades of experience in asset management •Risk Management and Controls: Deep understanding of risk management developed through C-suite positions at Ariel and current and prior service on public company boards •Public Company Governance: Significant corporate governance experience and insights gained from roles at Ariel Investments, LLC and through service on other public company boards •ESG Matters: A recognized leader in civic and industry associations with focus on financial education and inclusive economic growth Career Highlights Ariel Investments, LLC, a private global asset management firm •Co-Chief Executive Officer (since 2019) •President and Director (since 2000) •Chairman of the Board of Trustees of Ariel Investment Trust, a registered investment company (since 2006) | Education •Graduate of the School of Public and International Affairs at Princeton University Other U.S.-Listed Public Company Directorships Within the Past Five Years •Starbucks Corporation (2005-2025) Other Experience •Chair, After School Matters •Board of Governors and Executive Committee, Investment Company Institute •Ex Officio/Former Chair, The Economic Club of Chicago •Former Vice Chair, World Business Chicago •Former regular contributor and analyst on finance, the markets and economic trends for CBS News | | Mellody Hobson | | | | Co-Chief Executive Officer and President of Ariel Investments, LLC Age: 56 Director since: 2018 Committees: Public Responsibility Committee (Chair) Risk Committee | | |

  31. Board composition

    | | 2025 Proxy Statement | 15 |

  32. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  33. Board composition

    | | Qualification Highlights •Technology: In-depth understanding and experience overseeing innovative technology, information security, data management systems and other technology-related matters as Chairman and CEO of General Dynamics and a former director of Abbott Laboratories •Finance and Accounting: Strong background in overseeing strategic objectives from a financial perspective gained through executive leadership roles •Leadership of a Large, Complex Organization: Trusted leader with experience in various senior officer positions at a global public company •ESG Matters: Unique perspective on ESG-related matters gained through leadership roles in the public and private sectors Career Highlights General Dynamics Corporation, a global aerospace and defense company •Chairman and Chief Executive Officer (since 2013) •President and Chief Operating Officer (2012) •Executive Vice President, Marine Systems (2010-2012) •Senior Vice President, Planning and Development (2005-2010) •Vice President (2002-2005) | Education •Graduate of Smith College •M.B.A., The Wharton School of the University of Pennsylvania Other U.S.-Listed Public Company Directorships Within the Past Five Years •General Dynamics Corporation — Chairman (since 2013); member (since 2012) •Abbott Laboratories (2010-2021) Other Experience •Chairman of the Board of Directors, Association of the United States Army •Chairman of the Board of Trustees, Ford’s Theatre •Vice Chair, Aerospace Industries Association •Member, Business Roundtable | | Phebe N. Novakovic | | | | Chairman and Chief Executive Officer of General Dynamics Corporation Age: 67 Director since: 2020 Committees: Audit Committee Public Responsibility Committee | | |

  34. Board composition

    | | Qualification Highlights •Technology: Exceptional leader in the technology sector with deep knowledge of innovative technology, AI, quantum, information security and data management gained through four decades at IBM •Public Company Governance: Extensive public company governance experience as Chairman of IBM •Human Capital Management: C-suite and director positions at both public and private companies provide comprehensive understanding of human capital management matters •International Business Operations: In-depth experience managing international business operations as CEO of IBM and in senior oversight and advisory roles including with respect to international trade and global supply chain matters Career Highlights IBM, a global information technology company •Executive Chairman (2020) •Chairman, President and Chief Executive Officer (2012-2020) | Education •Graduate of Northwestern University Other U.S.-Listed Public Company Directorships Within the Past Five Years •IBM (2012-2020) Other Experience •Member, Board of Directors, Cargill •Member, Mitsubishi UFJ Financial Group Global Advisory Board •Trustee, Brookings Institution •Member, BDT Capital Advisory Board •Co-Chair, OneTen •Member, Council on Foreign Relations •Member and Trustee, Peterson Institute for International Economics •Vice Chairman, Board of Trustees, Northwestern University •Board of Trustees, Memorial Sloan-Kettering Cancer Center •Former Member and Chair of the Education & Workforce Committee, Business Roundtable •Former Member, President’s Export Council | | Virginia M. Rometty | | | | Retired Executive Chairman, President and Chief Executive Officer of IBM Age: 67 Director since: 2020 Committees: Compensation & Management Development Committee Corporate Governance & Nominating Committee | | |

  35. Board composition

    | 16 | 2025 Proxy Statement | |

  36. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  37. Board composition

    | | Qualification Highlights •Technology: As former CEO of Intuit, brings valuable insight on transformational technology, cybersecurity, and data privacy and security •Risk Management and Controls: Expertise in navigating complex business and financial risks in an innovative sector •Financial Services: Executive leadership focused on data-driven growth and innovation in the financial technology and consumer financial services industry •ESG Matters: Demonstrated leadership in creating opportunities for inclusive educational and economic development for underserved communities Career Highlights Marshall University, a public research university •President (since 2022) Intuit Inc., a global financial technology company •Executive Chairman (2019-2021) •Chairman (2016-2018) •President and Chief Executive Officer (2008-2018) | Education •Graduate of Marshall University •Master of Management, Aquinas College Other U.S.-Listed Public Company Directorships Within the Past Five Years •Amazon.com, Inc. (since 2023) •Humana Inc. (since 2022) •SurveyMonkey, formerly Momentive Global Inc. and SVMK Inc. (2017-2022) •Nordstrom, Inc. (2013-2022) •Intuit Inc. (2008-2022) Other Experience •Co-Founder, Wing 2 Wing Foundation | | Brad D. Smith | | | | President of Marshall University and Retired Executive Chairman, President and Chief Executive Officer of Intuit Inc. Age: 61 Director since: 2025 Committees: Risk Committee | | |

  38. Board composition

    | | Qualification Highlights •Finance and Accounting: Distinctive expertise in finance, tax and accountancy from leadership roles in those fields for over three decades prior to his retirement •Leadership of a Large, Complex Organization: Led over 270,000 people in over 150 countries as the former CEO of EY •Regulated Industries: Comprehensive experience in a highly regulated industry combined with government policy and legislative positions •ESG Matters: Unique perspective gained through leadership roles at JUST Capital, Council for Inclusive Capitalism and World Economic Forum Career Highlights EY, a leading global professional services organization providing assurance, consulting, strategy and transactions, and tax services •Global Chairman and Chief Executive Officer (2013–2019) •Member, Global Executive Board (2008–2019) U.S. Government, appointments by four presidential administrations •Member, President’s Strategic and Policy Forum (2017) •Member, President’s Infrastructure Task Force (2015-2016) •Assistant Secretary, U.S. Department of Treasury (Tax Policy) (2001-2002) | •Member, U.S. Social Security Administration Advisory Board (2000) •Chief Tax and Budget Counsel, U.S. Senate (1991-1994) Education •Graduate of Emory University •M.B.A. and J.D., Case Western Reserve University •Master of Laws in Taxation, Georgetown University Law Center Other U.S.-Listed Public Company Directorships Within the Past Five Years •Johnson & Johnson (since 2019) •MetLife, Inc. (since 2019) •Accelerate Acquisition Corp. (2021-2022) Non-U.S.-Listed Public Company Directorships Within the Past Five Years •Saudi Arabian Oil Co. (Saudi Aramco) (since 2019) Other Experience •Board Member, JUST Capital •Board Member, National Bureau of Economic Research •Advisor and Member, Council for Inclusive Capitalism •Former Member of the International Business Council and Global Agenda Steward for Economic Progress, World Economic Forum | | Mark A. Weinberger | | | | Retired Global Chairman and Chief Executive Officer of Ernst & Young LLP (“EY”) Age: 63 Director since: 2024 Committees: Audit Committee (Chair) | | |

  39. Board composition

    | | 2025 Proxy Statement | 17 |

  40. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  41. Board composition

    Director independence All of the Firm’s non-management Board members are independent, under both the New York Stock Exchange (“NYSE”) corporate governance listing standards and the Firm’s independence standards as set forth in its Governance Principles. To be considered independent, a director must have no disqualifying relationships, as defined by the NYSE, and the Board must have affirmatively determined that he or she has no material relationships with JPMorganChase, either directly or as a partner, shareholder or officer of another organization that has a relationship with the Firm. In assessing the materiality of relationships with the Firm, the Board considers relevant facts and circumstances. Given the nature and broad scope of the products and services provided by the Firm, there are from time to time ordinary course of business transactions between the Firm and a director, his or her immediate family members, or principal business affiliations. These may include, among other relationships: extensions of credit; provision of other financial and financial advisory products and services; business transactions for property or services; and charitable contributions made by the JPMorgan Chase Foundation or the Firm to a nonprofit organization of which a director is an officer. The Board reviews these relationships to assess their materiality and determine if any such relationship would impair the independence and judgment of the relevant director. The Board considered: •Consumer credit: credit cards and other lines of credit and loans for directors Bammann, Buck, Burke, Combs, Gorsky, Hobson, Novakovic, Weinberger and/or their immediate family members •Wholesale/commercial credit: extensions of credit and other financial and financial advisory products and services provided to: The Hershey Company, for which Ms. Buck is Chairman, President and Chief Executive Officer, and its subsidiaries; Berkshire Hathaway Inc., for which Mr. Combs is an Investment Officer, and its subsidiaries; Alto Pharmacy, LLC, for which Ms. Davis is the Chief Executive Officer, and its subsidiaries; ICONIQ Capital, LLC, for which Mr. Gorsky serves as a Managing Director; Ariel Investments, LLC, for which Ms. Hobson is Co-Chief Executive Officer and President, and its subsidiaries, affiliates and funds; certain entities wholly-owned by Ms. Hobson’s spouse and trusts for which such spouse serves as trustee; General Dynamics Corporation, for which Ms. Novakovic is Chairman and Chief Executive Officer, and its subsidiaries; Louis Dreyfus Company B.V., for which a sibling of Mrs. Rometty serves as the Trading Operations Officer and Cotton Platform Head, and its subsidiaries; Hearthside Food Solutions, LLC, for which a sibling of Mrs. Rometty serves as Chief Executive Officer, and its affiliates; and Marshall University, for which Mr. Smith is the President •Goods, services: purchases from Berkshire Hathaway and subsidiaries of private aviation services and professional services related to the Firm’s corporate-owned aircraft; and purchases of corporate aircraft and associated maintenance services and parts provided by General Dynamics subsidiaries •Other relationships: A son-in-law of Mr. Burke is a non-executive employed by the Firm and in 2024 was provided compensation less than $120,000 and benefits in accordance with the Firm’s employment and compensation practices applicable to employees holding comparable positions. He became Mr. Burke’s son-in-law in 2024. He has been employed by the Firm since 2021 and is currently a Business Relationship Manager in Consumer & Community Banking. The Board, having reviewed the relevant relationships between the Firm and each non-management director, determined, in accordance with the NYSE’s listing standards and the Firm’s independence standards, that each non-management director (Linda B. Bammann, Michele G. Buck, Stephen B. Burke, Todd A. Combs, Alicia Boler Davis, Alex Gorsky, Mellody Hobson, Phebe N. Novakovic, Virginia M. Rometty, Brad D. Smith, and Mark A. Weinberger) had only immaterial relationships with JPMorganChase and accordingly is independent. Timothy P. Flynn and Michael A. Neal, each of whom retired in May 2024, had only immaterial relationships with JPMorganChase and accordingly were independent directors. All directors who served on the Audit and Compensation & Management Development Committees of the Board were also determined to meet the additional independence and qualitative criteria of the NYSE listing standards applicable to directors serving on those committees. For more information about the committees of the Board, see pages 23-26.

  42. Board composition

    | 18 | 2025 Proxy Statement | |

  43. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  44. Board composition

    Director recruitment The Governance Committee oversees the ongoing evaluation of candidates for Board membership and the candidate nomination process.

  45. Board composition

    | | BOARD REVIEWS ITS NEEDS | | CANDIDATE RECOMMENDATIONS | | | | ASSESSMENT | | | | The Board considers its composition and needs holistically, determining the diversity of experiences, backgrounds, perspectives and viewpoints required to effectively oversee the Firm, including its present and future strategy. | | The Governance Committee solicits candidate recommendations from shareholders, directors, and management and, from time to time, has been assisted by a third-party advisor in identifying qualified candidates. | | | | The Governance Committee considers the following in evaluating prospective directors, among other items: •The Firm’s Governance Principles •The Firm’s strategy, risk profile and current Board composition •Candidate’s specific skills and experiences based on the needs of the Firm •Candidate’s contribution to Board diversity in experiences, backgrounds, perspectives and viewpoints | | | | | | | | | | | | | | FULL BOARD CONSIDERATION | | | | CANDIDATE MEETINGS | | | | | | The Governance Committee puts the candidate forward for consideration by the full Board. | | | | The potential nominee meets with the Governance Committee, Lead Independent Director, Chair of the Board, other members of the Board and senior management, as appropriate. | | | |

  46. Board composition

    The Governance Committee is engaged in an ongoing recruitment process designed to build a strong pipeline of prospective directors for the near and long-term. This includes candidates who are not available for board membership immediately but may become available in the future, such as candidates whose current professional commitments preclude board service and emerging leaders who require more experience. Often the Board works to develop a relationship with prospective candidates, becoming familiar with their skills and effectiveness, before the candidate is formally considered. The Board looks to recruit those who will contribute individually, and it seeks to balance skills, experience, personal attributes and tenure. All candidates recommended to the Governance Committee are evaluated based on the same standards outlined above. The Firm’s By-laws provide for a right of proxy access. Our By-laws enable shareholders, under specified conditions, to include their nominees for election as directors in the Firm’s proxy statement. Under these provisions, a shareholder group of up to 20 shareholders who have continuously owned at least 3% of the Firm’s outstanding shares for at least three years may nominate up to 20% of the Board (but in any event at least two directors). For further information, see page 98.

  47. Board composition

    | | 2025 Proxy Statement | 19 |

  48. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  49. Board composition

    Recent board refreshment Since our last annual meeting, the Board elected Brad D. Smith and Michele G. Buck to the Board effective January 21, 2025 and March 17, 2025, respectively. The Board used the process described on the previous page and took into account the considerations outlined on pages 9-11 and shareholder interest in board refreshment. Mr. Smith and Ms. Buck have been among a select group of individuals considered as part of the Governance Committee’s evaluation of prospective Board members in recent years. Mr. Smith and Ms. Buck were familiar to a number of directors and executives based on their leadership roles at Intuit Inc. and The Hershey Company, respectively. Members of the Governance Committee suggested that they be considered as prospective candidates. Members of the Governance Committee met with them, as did Mr. Dimon and other Board members. Upon review of their qualifications and independence, the Governance Committee recommended their election by the Board. For more information on Mr. Smith and Ms. Buck's qualifications, see page 17 and page 13, respectively. Director re-nomination The Governance Committee also oversees the re-nomination process. In determining whether to re-nominate a director for election at our annual meeting, the Governance Committee reviews each director, considering: Retirement policy Our Governance Principles require a non-management director to offer not to stand for re-election in each calendar year following a year in which the director will be 75 or older. The Board (other than the affected director) then determines whether to accept the offer. The Board has increased the retirement age from 72 to 75 to better align with peer financial institutions and to potentially expand the pool of director candidates. The Board believes that the appropriate mix of experience and fresh perspectives is an important consideration in assessing Board composition, and the best interests of the Firm are served by taking advantage of all available talent, and evaluations as to director candidacy should not be determined solely on age. None of our director nominees will be 75 or older this year. For a description of the annual Board and committee self-assessment process, see page 26.

  50. Board composition

    | 20 | 2025 Proxy Statement | |

  51. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  52. Board composition

    | 02 | Board governance |

  53. Board composition

    Strong governance practices Our Board is guided by the Firm’s Governance Principles, and we adhere to the Commonsense Corporate Governance Principles and the Investor Stewardship Group’s Corporate Governance Principles for U.S. Listed Companies. Our sound governance practices include:

  54. Board composition

    | | Annual election of all directors by majority vote | | 100% principal standing committee independence | | | Robust shareholder engagement process, including participation by our Lead Independent Director and semi-annual Board review of investor feedback | | Ongoing consideration of Board composition and refreshment and annual review of board leadership structure | | | Lead Independent Director with an independent perspective and judgment as well as clearly-defined responsibilities | | Limits on directors’ board and audit committee memberships | | | Executive sessions of independent directors at each regular Board meeting without the presence of the CEO | | Direct Board access to, and regular interaction with, management | | | Annual Board and committee self-assessment guided by Lead Independent Director and review of progress on key action items throughout the year | | Strong director attendance: each director attended 75% or more of total meetings of the Board and committees on which he or she served during 2024 | | | No poison pill | | Robust anti-hedging and anti-pledging policies | | | Ongoing director education | | Stock ownership requirements for directors |

  55. Board composition

    Our Board’s leadership structure The Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management. Based on consideration of the factors described on page 22, our Board has determined that combining the roles of Chair and CEO is the most effective leadership structure for the Board at this time. The Board believes the present structure provides the Firm and the Board with strong leadership, appropriate independent oversight of management, continuity of experience that complements ongoing Board refreshment, and the ability to communicate the Firm’s business and strategy to shareholders, clients, employees, regulators and the public in a single voice. As required by the Firm’s Governance Principles, when the role of the Chair is combined with that of the CEO, the independent directors appoint a Lead Independent Director. Our Lead Independent Director provides a strong counterbalance to the Chair, including facilitating independent oversight of management, promoting open dialogue among the independent directors during and in between Board meetings, leading executive sessions at each regular Board meeting without the presence of the CEO, and focusing on the Board’s priorities and processes. In March 2025, the independent directors conducted their annual review of the Board’s leadership structure. This review was conducted first by the Governance Committee, which considered the factors on page 22, the Firm’s governance practices, which include executive sessions of independent directors as part of each regularly scheduled Board meeting and the directors’ frequent and open interactions with senior management, and the effectiveness of the Lead Independent Director role. Following its review, the Governance Committee recommended that the Board continue its current leadership structure and that Stephen B. Burke be re-appointed as Lead Independent Director. The independent directors of the Board then conducted their own review, again taking into account the factors on page 22, the Governance Committee’s recommendation and Mr. Burke’s strong performance in the Lead Independent Director role over the course of the prior year, and determined to maintain the current leadership structure with Mr. Burke serving as Lead Independent Director. The Board maintains the ability to change its leadership structure at any time should it elect to do so and is not limited to its annual review of leadership structure. The Board has a general policy, upon the next CEO transition, that the Chair and CEO positions shall be separate, subject to the Board’s determination of the leadership structure that best serves the Firm and its shareholders at that time. This policy is reflected in the Firm’s Governance Principles and reinforces the Board’s longstanding commitment to independent oversight while also maintaining the Board’s ability to fulfill its fiduciary duty to determine the leadership structure that best serves shareholders.

  56. Board composition

    | | 2025 Proxy Statement | 21 |

  57. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  58. Board composition

    Factors the Board considers in reviewing its leadership structure The Board reviews its leadership structure not less than annually, and conducted its most recent review in March 2025, considering the following factors: •The respective responsibilities for the positions of Chair and Lead Independent Director (see table below for detailed information) •The people currently in the roles of Chair and Lead Independent Director and their record of strong leadership and performance in their roles •The current composition of the Board •The policies and practices in place to provide independent Board oversight of management (including Board oversight of CEO performance and compensation, regular executive sessions of the independent directors, Board input into agendas and meeting materials, and Board self-assessment) •The Firm’s circumstances, including its financial performance •The views of our stakeholders, including shareholders •Trends in corporate governance, including practices at other public companies, and studies on the impact of leadership structures on shareholder value •Such other factors as the Board determines Respective duties and responsibilities of the chair and lead independent director

  59. Board composition

    | Chair | | Calls Board and shareholder meetings | | | | Presides at Board and shareholder meetings | | | | Approves Board meeting schedules, agendas and materials, subject to the approval of the Lead Independent Director | | Lead Independent Director | | Has the authority to call for a Board meeting or a meeting of independent directors | | | | Presides at Board meetings in the Chair’s absence or when otherwise appropriate | | | | Approves agendas and adds agenda items for Board meetings and meetings of independent directors | | | | Acts as liaison between independent directors and the Chair/CEO | | | | Presides over executive sessions of independent directors | | | | Engages and consults with major shareholders and other constituencies, where appropriate | | | | Provides advice and guidance to the CEO on executing long-term strategy | | | | Guides the annual performance review of the Chair/CEO | | | | Advises the CEO of the Board’s needs and expectations | | | | Guides annual independent director consideration of CEO compensation | | | | Meets one-on-one with the Chair/CEO following executive sessions of independent directors | | | | Guides the Board in its consideration of CEO succession | | | | Guides the annual self-assessment of the Board |

  60. Board composition

    | 22 | 2025 Proxy Statement | |

  61. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  62. Board composition

    Board meetings and attendance

  63. Board composition

    | 8 Regularly scheduled Board meetings Communication between meetings as appropriate | 8 Executive sessions of independent directors Led by Lead Independent Director | 41 Meetings of principal standing committees | 8 Meetings of specific purpose committees | 2 Special Board meetings |

  64. Board composition

    The Board conducts its business as a whole and through a well-developed committee structure in adherence to our Governance Principles. The Board has established practices and processes to actively manage its information flow, set meeting agendas and promote sound, well-informed decisions. Board members have direct access to management and regularly receive information from, and engage with, management during and outside of formal Board meetings. In addition, the Board and each committee has the authority and resources to seek legal or other expert advice from sources independent of management. The full Board met 10 times at eight regularly scheduled Board meetings and two special Board meetings in 2024. For more information on committees, see below. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served in 2024. Committees of the Board A significant portion of our Board’s oversight responsibilities is carried out through its five independent, principal standing committees: Audit Committee, CMDC, Governance Committee, Public Responsibility Committee (“PRC”) and Risk Committee. Allocating responsibilities among committees allows more in-depth attention devoted to the Board’s oversight of the business and affairs of the Firm. Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board. Each principal standing committee operates pursuant to a written charter. These charters are available on our website at jpmorganchase.com/about/governance/board-committees. Each charter is reviewed at least annually as part of the Board’s and each respective committee’s self-assessment. The Board annually reviews the allocation of responsibility among the committees as part of the Board and committee self-assessment. For more information about the self-assessment process, see page 26. Each committee has oversight of specific activities and risk, and engages with the Firm’s senior management responsible for those areas. All committee chairs are appointed at least annually by our Board. Committee chairs are responsible for: •Calling meetings of their committees •Approving agendas for their committee meetings •Presiding at meetings of their committees •Serving as a liaison between committee members and the Board, and between committee members and senior management, including the CEO •Working directly with the senior management responsible for committee mandates The Board has determined each member of the Audit Committee (Michele G. Buck, Alex Gorsky, Phebe N. Novakovic and Mark A. Weinberger) to be an audit committee financial expert in accordance with the definition established by the SEC, and that Ms. Bammann, the chair of the Risk Committee, has experience in identifying, assessing and managing risk exposures of large, complex financial firms in accordance with rules issued by the Board of Governors of the Federal Reserve System (“Federal Reserve”).

  65. Board composition

    | | 2025 Proxy Statement | 23 |

  66. Board composition

    | Director nominees | | Board governance | | Board oversight | | Engagement |

  67. Key oversight responsibilities of the principal standing committees of the Board

    | Corporate governance | Director compensation |

  68. Key oversight responsibilities of the principal standing committees of the Board

    | Director compensation | Corporate governance |

  69. Key oversight responsibilities of the principal standing committees of the Board

    | Director | Fees earned or paid in cash ($)1 | 2024 Stock award ($)2 | Other fees earned or paid in cash ($)3 | Total ($) | | Stephen B. Burke | $165,000 | $265,000 | $70,000 | $500,000 | | Linda B. Bammann | 160,000 | 265,000 | 20,000 | 445,000 | | Todd A. Combs | 130,000 | 265,000 | 40,000 | 435,000 | | Alicia Boler Davis | 130,000 | 265,000 | 20,000 | 415,000 | | Timothy P. Flynn4 | 61,978 | 265,000 | 277,172 | 604,150 | | Alex Gorsky | 130,000 | 265,000 | 20,000 | 415,000 | | Mellody Hobson | 150,000 | 265,000 | 40,000 | 455,000 | | Michael A. Neal5 | 50,357 | 265,000 | 21,033 | 336,390 | | Phebe N. Novakovic | 130,000 | 265,000 | 20,000 | 415,000 | | Virginia M. Rometty | 110,000 | 265,000 | 37,500 | 412,500 | | Mark A. Weinberger | 143,022 | 265,000 | 19,176 | 427,198 |

  70. Key oversight responsibilities of the principal standing committees of the Board

    Determining total compensation After considering OC members’ performance throughout the year and over the long-term, the CMDC first determines their respective total compensation levels and then their pay mix — a combination of fixed pay (salary) and variable pay (cash awards and long-term equity). Pay mix is weighted toward long-term equity, and for PSUs, ROTCE performance drives the ultimate payout. The CMDC also considers competitive market practices, referencing our primary financial services peer group of American Express, Bank of America, Citigroup, Goldman Sachs, Morgan Stanley and Wells Fargo. Pay mix To determine the appropriate pay mix, the CMDC considers the fixed and variable components of each OC member’s pay. The salary portion of total compensation has already been paid, and the variable portion can include a cash award that is paid immediately, plus long-term equity in the form of restricted stock units (“RSUs”) and at-risk PSUs. Mr. Dimon receives all of his equity in at-risk PSUs, comprising ~87% of his variable compensation, which is a higher proportion than any of our peer firms’ CEOs. Mr. Dimon’s total cash compensation is consistently among the lowest, and in 2024, well below the $10 million median of the total cash amounts paid to peer CEOs. The chart below illustrates the components of our OC members’ 2024 pay mix.

  71. Key oversight responsibilities of the principal standing committees of the Board

    | | Approximate % of 2024 Variable Compensation | | | | | CEO | President & COO | Other NEOs | | Salary | Fixed Component of Total Pay | | | | Cash Award | 13% | 17% | 40% | | RSUs | 0% | 0% | 30% | | PSUs at-risk | 87% | 83% | 30% |

  72. Key oversight responsibilities of the principal standing committees of the Board

    | | 2024 | 2025 | | 2026 | | 2027 | | 2028 | | 2029 | | | | Salary | | | | | | | | | | | | | | | | | | | | | | | | | | Cash Award | | | | | | | | | | | | | RSUs | | | 50% Payout | | 50% Payout | | | | | | | | PSUs at-risk | Performance period 0%-150% payout based on average ROTCE | | | | | | 2-Year hold Shares available in 2030 | | | |

  73. Key oversight responsibilities of the principal standing committees of the Board

    | In addition to considering 2024 performance, including the factors on the prior page, the CMDC continues to assess long-term performance as part of its balanced and holistic review. The CMDC considered, in part, the following factors: •Exceptional Performance: the Firm’s sustained strong relative outperformance compared to its peers •Scope: our larger size, scale, complexity and global reach •Pay-for-Performance Alignment: Mr. Dimon’s annual compensation continues to demonstrate strong pay-for-performance alignment Below are examples of the long-term performance factors the CMDC considered as part of its determination of Mr. Dimon’s 2024 annual compensation of $39 million. | James Dimon |

  74. Key oversight responsibilities of the principal standing committees of the Board

    | Exceptional ROTCE1 Performance | | In the past 10 years, achieving reported ROTCE1 of ≥18% has been rare. JPMorganChase achieved it 5 times and our 10 PSU peers combined have only achieved it 7 times2. |

  75. 3-YEAR AVERAGE ANNUAL CEO PAY AS % OF PROFITS (2022-2024)2,4

    | Exceptional Client Franchises | •Customer centric and easy to do business with •Comprehensive set of products and services | •Focus on safety and security •Powerful brands | | Unwavering Principles | •Fortress balance sheet •Risk governance and controls | •Culture and conduct •Operational resilience | | Long-Term Shareholder Value | •Continuously investing in the future while maintaining expense discipline •Focus on customer experience and innovation | •Employer of choice for top talent from all backgrounds | | Sustainable Business Practices | •Investing in and supporting our communities •Integrating environmental sustainability into business and operating decisions | •Serving a diverse customer base •Promoting sound governance |

  76. WE ADOPT SOUND PAY PRACTICES

    | Principles-based compensation philosophy – Guiding principles that drive compensation-related decision-making | Competitive benchmarking – We evaluate pay levels and pay practices against relevant market data | | Robust anti-hedging/anti-pledging provisions – Strict prohibition on unvested awards and shares owned outright | Responsible use of equity – We used less than 1% of weighted average diluted shares in 2024 for employee compensation | | Strong clawback provisions – Enable us to cancel, reduce or require repayment, if appropriate | Risk, controls and conduct factors – We consider material issues as part of performance and pay decisions when appropriate | | Majority of variable pay is in deferred equity – Most of OC annual variable compensation is deferred in PSUs and RSUs | Strong share holding requirements – OC members required to retain significant portion of net shares to increase ownership | | Performance-based pay – OC variable pay is based on performance linked to shareholder value and safety & soundness | Robust shareholder engagement – Each year the Board receives feedback on our compensation programs and practices | | No new special awards for the current CEO and President | Direct performance conditions for any rare future special awards to NEOs |

  77. WE AVOID POOR PAY PRACTICES

    | No golden parachute agreements – We do not provide additional payments or benefits as a result of a change-in-control event | No guaranteed bonuses – We do not provide guaranteed bonuses, except for select individuals at hire | | No special severance – We do not provide special severance. All employees, including OC members, participate at the same level of severance, based on years of service, capped at 52 weeks with a maximum credited salary | No special executive benefits •No private club dues or excessive tax gross-ups for benefits •No 401(k) Savings Plan matching contribution •No special health or medical benefits •No special pension credits |

  78. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    | | Business Principles | | | | | | | | Strategic Framework | | | | | | | Balanced and holistic assessment of results against long-term strategic priorities and other qualitative considerations, with significant shortcomings in any performance dimension having unlimited downward potential | | | | | | | | | | ~50% weighting on the "what” | | | ~50% weighting on the "how” | | | | Business Results | | Risk, Controls & Conduct | Client/Customer/Stakeholder | | Teamwork & Leadership | | | •Drive high performance, the right way •Fortress balance sheet •Operational resilience •Comprehensive set of products and services •Growing powerful brands •Disciplined investment in the future •Current & multi-year financial performance, including but not limited to: —Managed Revenue —Pre-tax income ex. LLR —Net Income —ROTCE | | •Sound governance and controls •Culture & conduct •Focus on safety & security, including cyber •Active management of control environment •Embedding sustainable business practices | •Focus on customer experience •Serving a diverse customer base •Customer centric and easy to do business with •Open and transparent dialogue •Investing in and supporting our communities •Integrating environmental sustainability into business decisions | | •Creating an open, respectful, inclusive culture •Active attraction, retention, promotion and upskilling of talent •Employer of choice for top talent from all backgrounds •Partnerships with internal stakeholders |

  79. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    Pay determination and pay mix Evaluating market practices In order to effectively attract, properly motivate and retain our senior executives, the CMDC periodically reviews market data relating to pay levels, pay mix and pay practices. In evaluating market data for OC members, the CMDC benchmarks against our primary financial services peer group, which consists of large financial services companies with which the Firm directly competes for both talent and business. The following companies comprise our primary financial services peer group, which remains unchanged from last year:

  80. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    Given the diversity of the Firm’s businesses, the CMDC may also periodically reference the pay plans and practices of other financial services companies as well as leading large, global firms across multiple industries. The CMDC considers the size, presence, brand and reputation of the companies, and the nature and mix of their businesses in using this data. These companies include some or all of the following: 3M, Alphabet, Amazon, Apple, AT&T, Barclays, BlackRock, BNY Mellon, Boeing, Capital One Financial, Chevron, Coca-Cola, Comcast, CVS Health, Deutsche Bank, ExxonMobil, GE Aerospace, HSBC, IBM, Johnson & Johnson, Merck, Meta, Microsoft, Oracle, PayPal, PepsiCo, Pfizer, Procter & Gamble, RTX, UBS, Verizon, Walmart and Walt Disney. Although these reference companies are not part of our primary financial services peer group, we believe that their practices can provide a relevant point of reference for maintaining a competitive talent and compensation program. Disciplined process to determine total compensation Pay level In determining total compensation levels for individual OC members, the CMDC evaluates various pay scenarios in light of the following considerations to inform its judgment: •Performance, based on the four broad assessment dimensions and discussed on pages 53-56 •Value of the position to the organization and shareholders over time (i.e., “value of seat”) •The example they set for others by acting with integrity and strengthening the Firm’s culture, Purpose and Values •External talent market (i.e., market data) While market data provides the CMDC with useful information regarding our competitors, the CMDC does not target specific positioning (e.g., 50th percentile), nor does it use a formulaic approach in determining competitive pay levels. Instead, the CMDC uses a range of data as a reference, which is considered in the context of each executive’s performance over a multi-year period, and the CMDC’s assessment of the value the individual delivers to the Firm. Pay mix Once the CMDC determines OC members’ total incentive compensation, it then establishes the appropriate pay mix between an annual cash award and long-term equity, including PSUs and RSUs. For U.S. OC members other than the current CEO and President, the CMDC continued to apply the Firm’s standard cash/equity incentive mix to each of their 2024 incentive compensation awards. Per the Firm’s mix, the OC members were awarded 60% of their incentive compensation in long-term equity (with 30% in PSUs and 30% in RSUs), and the remaining 40% paid in cash1. The CMDC determined that a 50%/50% mix of time-based RSUs and at-risk PSUs continues to provide an appropriate balance to their equity exposure. The CMDC believes that this significant weighting of pay mix to equity is aligned with the interests of shareholders by encouraging OC members to focus on the long-term success of the Firm while mitigating excessive risk-taking, and provides a competitive annual cash incentive opportunity. Messrs. Dimon and Pinto’s annual cash incentive awards are subject to a cap of 25% of their respective total compensation, with PSUs comprising 100% of the equity portion of their incentive compensation. The CMDC determined to not award the maximum amount allowed by their respective caps in 2024, but to maintain a lower cash award of $5 million each for Messrs. Dimon and Pinto. 1The CMDC has established a different pay mix for OC members in the U.K. due to local regulations for Identified Staff, please refer to the Glossary for additional information.

  81. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    | | % of Variable | | | | | | | Elements | CEO | President & COO | Other NEOs | Description | Vesting period | Subject to clawback1 | | Fixed | | | | | | | | Salary | N/A | N/A | N/A | •Fixed portion of total pay that enables us to attract and retain talent •Only fixed source of cash compensation | •N/A | •N/A | | Variable | | | | | | | | Cash Award | ~13% | ~17% | 40% | •Provides a competitive annual cash award opportunity •Payout determined and awarded in the year following the performance year •Represents less than half of variable compensation | •Immediately vested | | | RSUs | 0% | 0% | 30% | •RSUs serve as a strong retention tool •Dividend equivalents are paid on RSUs at the time actual dividends are paid •RSUs and PSUs do not carry voting rights, and are subject to protection-based vesting and the OC stock ownership/retention policy •RSUs and PSUs provide a competitive mix of time-based and performance-conditioned equity awards that are aligned with long-term shareholder interests as the value of payout fluctuates with stock price performance •PSUs reinforce accountability through objective performance conditions based on absolute and relative ROTCE •PSU goals are the same for the entire award term •PSU payout of 0–150% is settled in shares •Dividend equivalents accrue on PSUs and are subject to the same vesting, performance and clawback provisions as the underlying PSUs | •Generally over three years: —50% after two years, with the remaining 50% after three years | | | PSUs | ~87% | ~83% | 30% | | •Combined period of approximately five years prior to transferability/sale: —Award cliff-vests at the end of the three-year performance period —Subject to a two-year hold after vesting | |

  82. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    Performance Share Unit program The key features of our 2024 PSU program are substantially unchanged and are summarized below:

  83. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    | Plan Feature | Performance Year 2024 PSU Award Description | | Vehicle | •Value of units moves with stock price during performance period; units are settled in shares at vesting. | | Time Horizon | •Three-year cliff-vesting, plus an additional two-year holding period (for a combined five-year holding period). Due to local U.K. regulations, PSUs are subject to an extended seven-year vesting period commencing ratably on the third anniversary of the grant for OC members in the U.K. | | Performance Measure | •The CMDC selected ROTCE, a comprehensive performance metric that measures the Firm’s net income applicable to common equity as a percentage of average tangible common equity. ROTCE is used by the Firm, as well as investors and analysts, in assessing the earnings power of common shareholders’ equity capital and is a useful metric for comparing the profitability of the Firm with that of competitors. | | Payout Scale | •Payout under the PSU plan is calculated at the end of the three-year performance period based on absolute and relative average ROTCE1 , per the payout scale below. The use of both absolute and relative ROTCE helps promote a reasonable outcome for both shareholders and participants. For the 2024 PSU award, the CMDC set the absolute ROTCE thresholds as follows: (1) maximum payout at 18% or greater; and (2) zero payout at less than 6%. | | PSU Peers | •In determining companies to include in the relative ROTCE scale, the CMDC selected competitors with business activities that overlap with at least 30% of the Firm’s revenue mix. These include Bank of America, Barclays, Capital One Financial, Citigroup, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, UBS and Wells Fargo. | | Minimum Risk-based Hurdle | •If the Firm’s CET1 capital ratio2 is less than 8% at any year-end, then up to one-third of unvested PSUs will be subject to downward adjustment by the CMDC for each such year. | | Narrow Adjustment Provision | •The CMDC may make adjustments (up or down) to maintain the intended economics of the award in light of changed circumstances (e.g., change in accounting rules/policies or changes in capital structure). The CMDC may also make additional downward adjustments in relation to PSUs granted to OC members in the U.K., including Mr. Pinto’s historically granted PSUs (refer to Note 1 on page 52). |

  84. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    | | | PSU goal is set at beginning of performance period | | | | | | | Performance Year | 3-Year Post-Grant Performance Period (cliff-vest) | | | | + | 2-Year Additional Hold on Fully Vested Awards | | | 2024 | 2025 | | 2026 | 2027 | | 2028 | 2029 | | Award is determined | Payout is calculated based on average ROTCE over the 3-year performance period | | | | = | Ultimate number of units earned | |

  85. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    Process to determine payout As part of the design of the PSU program, the ultimate number of PSUs paid out at vesting is determined by a pre-established formula set at the time of the award based on the Firm’s absolute and relative ROTCE performance over the subsequent three years, with the value of the payout ranging from 0% to 150% and subject to risk and control features. The value upon vesting of PSUs is also directly tied to the Firm’s performance through its stock price, similar to RSUs. The CMDC believes that the PSU design continues to appropriately incentivize strong performance by our OC members, does not encourage excessive risk-taking and is aligned with long-term shareholder interests. Since PSUs were first introduced in 2015, we have received positive shareholder support for this aspect of our executive compensation program. Determining absolute and relative PSU performance goals •Each year, in determining the absolute ROTCE goal and minimum ROTCE threshold for that year’s PSU awards, the CMDC reviews the Firm’s historical performance and a summary of a reasonable range of possible net income and capital outcomes over the next three years. For the 2024 PSU awards granted in January 2025, these outcomes were considered, evaluated and analyzed in the context of the macroeconomic and geopolitical environment, interest rates, regulatory capital requirements and key business drivers, all of which affect the range of ROTCE outcomes in the medium-term. •The CMDC calibrated the upper ROTCE goal of the 2024 PSUs, representing exceptional financial performance over the three-year performance period, at 18% or more; and the lower ROTCE threshold, representing weak financial performance over the same period, at below 6%. —Of the three-year performance periods for the Firm and our PSU peers in the last 10 years, our PSU peers have achieved ROTCE of >18% only 4 times, demonstrating the rigor of our upper ROTCE goal. —Our PSU peers have collectively reported three-year average ROTCE of <6% for 16% of the time during that period, demonstrating the rigor of our lower absolute ROTCE threshold. •Furthermore, the Firm recognizes that there are substantial uncertainties in the current global economic environment that may have significant implications on financial institutions over the next three years. To this end, the CMDC believes that it has set upper and lower absolute performance thresholds that are sufficiently rigorous in this environment, including consideration of a current range of possible net income and capital outcomes over the next three years. •In setting the relative ROTCE performance goals for the 2024 PSU awards, the CMDC limited above-target payout to instances in which the Firm outperforms the majority of its competitors on a relative basis, with below-target payout occurring in instances of underperformance. Median relative performance results in below target payout, outstanding relative performance results in a payout of 150% and requires a top ranking, and bottom relative performance pays out at 0%. •As reflected by the chart to the right, the Firm’s consistent relative outperformance of our ten PSU peers is demonstrated in particular by the strength of our three-year average ROTCE outperformance over the last 10 years.

  86. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    | 3-YEAR AVERAGE ROTCE OF THE FIRM RELATIVE TO PSU PEERS OVER THE PAST 10 YEARS1,2 |

  87. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    | JPM | PSU Peers |

  88. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    PSUs awarded for performance years 2021, 2022, and 2023 •The Firm reported ROTCE1 of 18%, 21%, and 22% in 2022, 2023, and 2024 respectively, resulting in a three-year average ROTCE of 20%, outperforming the absolute threshold for the 2021 PSU awards granted in January 2022. On March 25, 2025, the 2021 PSU awards vested at 150%. For the 2022 and 2023 PSU awards, the payouts will be calculated once the performance period ends on December 31, 2025 and December 31, 2026 respectively, based on the Firm’s absolute and relative three-year average ROTCE performance. 2Peer ROTCE based on public disclosures (Form 10-K, Annual Report).

  89. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    Strong ownership & accountability provisions Stock ownership guideline and retention requirements The CMDC believes it is important to align the interests of our OC members with those of our shareholders. To meet this objective, OC members are subject to a stock ownership guideline and retention policy. While on the Operating Committee, each member is required to accumulate either: •A minimum of between 200,000 and 400,000 shares (1 million shares for the CEO); or •A minimum fixed dollar value of shares of between $10 million and $30 million ($75 million for the CEO). —In 2024, this represented 10x to 30x of OC member base salary, or 50x for the CEO. Shares credited for purposes of satisfying the above ownership levels include shares owned outright, as well as 50% of unvested RSUs and PSUs, but do not include SARs or stock options (whether exercisable or unexercisable). The stock ownership guideline must be met within 6 years of the later of the effective date of the policy or appointment to the Operating Committee. If the stock ownership guidelines are subsequently increased, the higher ownership guideline must be satisfied within 6 years of such revision, unless otherwise determined by the CEO and CMDC. Prior to reaching their designated share ownership guideline, OC members are required to retain 75% of all net shares received from equity awards granted after they join the Operating Committee. Once they have met their ownership guideline, the policy requires OC members to retain 50% of all net shares received from awards (75% for the CEO) as summarized below:

  90. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    Because OC members are required to continue accumulating shares even after having met their share ownership guideline, the resulting increase of share ownership over time further strengthens the alignment of their interests with those of our shareholders. Notably, since he became CEO, Mr. Dimon has acquired a substantial amount of stock through compensation and purchases on the open market. Anti-hedging/anti-pledging provisions All employees are prohibited from hedging or pledging unvested RSUs and PSUs, and unexercised SARs or stock options. In addition: •Shares owned outright or through deferred compensation by an OC member may not be hedged. •Shares held directly by an OC or Board member1 may not be held in margin accounts or otherwise pledged. Integrating risk with compensation The CMDC holds an annual joint session with the Risk Committee to review our HR and compensation practices, including: •How we integrate risk, controls and conduct considerations into key HR practices including performance development, compensation and promotion. •Compensation features and elements designed to discourage imprudent risk-taking (e.g., multi-year vesting, clawbacks, prohibition on hedging, etc.). •Annual incentive pool processes for LOBs and Corporate functions. •Regulatory updates which have impacted or may impact HR practices in the future. The committees are also provided with information on our performance development process, a summary of risk, controls and conduct framework and impacts, and updates regarding HR Control Forum issues. 1For information on the hedging/pledging restrictions applicable to our directors, please see “Director compensation” on pages 32 and 33.

  91. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    Holding individuals accountable To hold individuals responsible for taking risks inconsistent with the Firm’s risk appetite and to discourage future imprudent behavior, the Firm has policies and procedures that enable it to take timely and proportionate actions, including: I.Reduce or altogether eliminate annual incentive compensation; II.Cancel unvested awards (in full or in part); III.Clawback/Recover previously paid incentive compensation, which includes cash and/or equity (i.e., RSUs and PSUs); IV.Demotion, negative performance rating or other appropriate employment actions; and V.Termination of employment. The Firm has a framework in place that provides for recommended impacts to drive consistency. However, the precise actions we take with respect to accountable individuals, which may also include coaching and training, are based on the relevant circumstances, including the nature of their involvement, the magnitude of the event and the impact on the Firm.

  92. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    | | | Award Type | | | Category | Trigger | Vested | Unvested | | Restatement | •In the event of a material restatement of the Firm’s financial results for the relevant period | | | | | •This provision also applies to cash incentives | | | | Misconduct | •If the employee engaged in conduct detrimental to the Firm that causes material financial or reputational harm to the Firm, or engaged in knowing and willful misconduct related to employment | | | | | •If the award was based on material misrepresentation by the employee | | | | | •If the employee is terminated for cause | | | | Risk-related and Other | •If the employee improperly or with gross negligence failed to identify, raise or assess, in a timely manner and as reasonably expected, issues and/or concerns with respect to risks material to the Firm | | | | | •If the award was based on materially inaccurate performance metrics, whether or not the employee was responsible for the inaccuracy | | | | Protection-Based Vesting2 | •If performance in relation to the priorities for their position, or the Firm’s performance in relation to the priorities for which they share responsibility as a member of the Operating Committee, has been unsatisfactory for a sustained period of time | | | | | •If awards granted to participants in a LOB for which the Operating Committee member exercised responsibility were in whole or in part cancelled because the LOB did not meet its annual LOB financial threshold | | | | | •If, for any one calendar year during the vesting period, pre-tax pre-provision income is negative, as reported by the Firm | | | | | •If, for the three calendar years preceding the third year vesting date, the Firm does not meet a 15% cumulative ROTCE | | |

  93. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    1Since 2015, the Firm has maintained a local Malus and Clawback Policy in accordance with E.U. and U.K. regulations which operates in addition to the recovery provisions in the table above. Under the policy, the Firm is able to cancel and/or recover incentive compensation for relevant Identified Staff (including Mr. Pinto’s prior awards granted when he was in the U.K.) in certain circumstances for a minimum period of seven years following the date of the award. 2Provisions apply to PSUs, RSUs and SARs granted to the Operating Committee and may result in cancellation of up to a total of 50% of the award. For SARs granted to Messrs. Dimon and Pinto in 2021, the cumulative ROTCE threshold is 20% for the four calendar years preceding the fifth-year exercisable dates.

  94. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 87% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk PSUs for both our current CEO and President & COO. Other NEO pay is also strongly aligned to Firm and LOB performance, with a majority of variable pay deferred into equity, of which 50% is in at-risk PSUs. The table below sets forth salary and incentive compensation awarded to our NEOs for 2024 performance. The pages that follow summarize the performance of individual NEOs that drove the CMDC’s 2024 pay decisions. Officer position titles within this Proxy Statement reflect current roles and responsibilities as of the record date. NEO annual compensation table

  95. GOVERNANCE RESPONSIBILITIES OF THE CMDC

    1Reflects the grant date fair value. Actual amounts of PSUs received by NEOs upon vesting may range from 0% to 150% of the target shares (excluding accrued dividends), depending upon the Firm’s performance. 2Mr. Pinto’s 2022 and 2023 salary of $1,500,000 includes a fee of £100,000 and £96,164 respectively for his service on the J.P. Morgan Securities plc Board. 3Mr. Rohrbaugh was not a NEO in 2022 or 2023. Mr. Rohrbaugh's 2024 salary of $1,000,000 includes a fee of £150,000 for his service on the J.P. Morgan Securities plc Board. Interpreting 2024 NEO compensation The table above is presented to show how the CMDC and Board viewed compensation awarded for 2024 performance. It differs from how compensation is reported in the “Summary compensation table” (“SCT”) on page 64, which is required by the SEC, and is not intended as a substitute for the SCT. There are two principal differences between the SCT and the table above: 1.The Firm grants both cash and equity incentive compensation after a performance year is completed. In both the table above and the SCT, cash incentive compensation paid in 2025 for 2024 performance is shown as 2024 compensation. In the table above, the equity awards (RSUs and PSUs) granted in 2025 for 2024 performance are shown as 2024 compensation. In contrast, the SCT reports the value of equity awards in the year in which they are granted. As a result, awards granted in 2024 for 2023 performance are shown in the SCT as 2024 compensation. 2.The table above does not show the change in pension value and nonqualified deferred compensation and all other compensation, which are reported in the SCT. In addition to showing the 2024 amounts, the SCT shows revised all other compensation amounts for 2023 and 2022.

  96. Virginia M. Rometty

    | Name and principal position | Year | Salary ($)1 | Bonus ($)2 | Stock awards ($)3 | Change in pension value and non-qualified deferred compensation earnings ($)4 | All other compensation ($)5 | | | | Total ($) | | James Dimon Chairman and CEO | 2024 | $1,500,000 | $5,000,000 | $29,500,000 | $50,826 | | | 1,632,636 | 6 | $37,683,462 | | | 2023 | 1,500,000 | 5,000,000 | 28,000,000 | 40,185 | | 1,420,074 | | 6 | 35,960,259 | | | 2022 | 1,500,000 | 5,000,000 | 28,000,000 | 29,877 | | 1,080,136 | | 6 | 35,610,013 | | Daniel Pinto7 President and COO | 2024 | 1,500,000 | 5,000,000 | 23,500,000 | — | | 72,089 | | 8 | 30,072,089 | | | 2023 | 1,500,000 | 5,000,000 | 22,000,000 | — | | 97,037 | | | 28,597,037 | | | 2022 | 1,500,000 | 5,000,000 | 19,444,052 | — | | 662,401 | | | 26,606,453 | | Mary Callahan Erdoes CEO, AWM | 2024 | 1,000,000 | 11,000,000 | 15,750,000 | 19,779 | | 37,181 | | 9 | 27,806,960 | | | 2023 | 750,000 | 10,500,000 | 14,850,000 | 29,183 | | 5,000 | | | 26,134,183 | | | 2022 | 750,000 | 9,900,000 | 11,850,000 | — | | 5,000 | | | 22,505,000 | | Troy Rohrbaugh10 Co-CEO, CIB | 2024 | 1,000,000 | 9,200,000 | 13,350,000 | 4,530 | | 5,373 | | 11 | 23,559,903 | | Jeremy Barnum Chief Financial Officer | 2024 | 1,000,000 | 6,530,000 | 8,550,000 | 10,582 | | 5,000 | | 12 | 16,095,582 | | | 2023 | 750,000 | 5,700,000 | 6,750,000 | 16,257 | | 5,000 | | | 13,221,257 | | | 2022 | 750,000 | 4,500,000 | 5,583,750 | — | | 5,000 | | | 10,838,750 |

  97. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  98. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | Termination reason1 | | | | | | | Name | | Involuntary without cause ($)2 | Resignation per Full-Career Eligibility provision ($)3 | Disability4 | Death ($)5 | Resignation per Government Office provision ($)6 | Change in control ($) | | James Dimon | Severance and other | $400,000 | $— | $— | $— | $— | $— | | | SARs | — | — | 136,470,000 | 136,470,000 | 136,470,000 | — | | | RSUs | — | — | — | — | — | — | | | PSUs7 | 163,227,337 | 163,227,337 | 163,227,337 | 186,959,516 | — | — | | Daniel Pinto | Severance and other | 400,000 | — | — | — | — | — | | | SARs | — | — | 60,461,250 | 60,461,250 | 60,461,250 | — | | | RSUs | 99,923,833 | 99,923,833 | 99,923,833 | 99,923,833 | — | — | | | PSUs7 | 100,507,868 | 100,507,868 | 100,507,868 | 119,232,702 | — | — | | Mary Callahan Erdoes | Severance and other | 400,000 | — | — | — | — | — | | | RSUs | 28,674,110 | 28,674,110 | 28,674,110 | 28,674,110 | — | — | | | PSUs7 | 39,583,630 | 39,583,630 | 39,583,630 | 45,889,668 | — | — | | Troy Rohrbaugh | Severance and other | 392,308 | | | | — | — | | | RSUs | 25,502,267 | 25,502,267 | 25,502,267 | 25,502,267 | — | — | | | PSUs7 | 37,103,161 | 37,103,161 | 37,103,161 | 42,496,395 | — | — | | Jeremy Barnum | Severance and other | 376,923 | — | — | — | — | — | | | RSUs | 14,114,125 | 14,114,125 | 14,114,125 | 14,114,125 | — | — | | | PSUs7 | 19,255,590 | 19,255,590 | 19,255,590 | 22,291,054 | — | — |

  99. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    1"SARs," “RSUs” and “PSUs” refer to previously granted, outstanding equity awards. NEOs are not entitled to any additional equity awards in connection with a potential termination. Potential payments upon termination would be subject to compliance with applicable terms and conditions of each outstanding equity award, including confidentiality and non-solicitation obligations. 2Involuntary terminations without cause include involuntary terminations due to redundancies and involuntary terminations without alternative employment. For “Severance and other,” amounts shown represent severance under the Firm’s broad-based U.S. Severance Pay Plan. Base salary greater than $400,000 per year is disregarded for purposes of determining severance amounts. 3For employees in good standing who have resigned and have met full-career eligibility or other acceptable criteria, awards continue to vest over time on their original schedule, provided that the employees, for the remainder of the vesting period, do not perform services for a financial services company or work in their profession (whether or not for a financial services company); provided that employees may work for a government, education or not-for-profit organization. The awards shown represent RSUs and PSUs that would continue to vest because the NEOs have met the full-career eligibility criteria. The awards are subject to continuing post-employment obligations to the Firm during this period. 4In the case of disability, stock awards continue to vest pursuant to their original vesting schedule. 5Vesting restrictions on stock awards and restrictions upon exercise of SARs lapse immediately upon death. 6The Government Office provision of an award does not provide any benefit to employees who have met the full-career eligibility provision of that same award. Therefore, under the terms of the Government Office provision, NEOs would generally not receive any benefit upon termination since they meet the full-career eligibility provision entitling them to continued vesting of their equity awards (see preceding Note 3). For awards that do not have the full career eligibility provision, the amount reported is based on the December 31, 2024 value of the award in which the NEO is eligible to continue to vest. 7For death, represents the value of PSUs granted on January 18, 2022, January 17, 2023, and January 16, 2024 assuming: (a) maximum payout related to 2022, 2023, and 2024 performance years; (b) target payout related to 2025 and 2026 performance years; and (c) accumulated reinvested dividend equivalent shares as of December 31, 2024. For involuntary without cause, full career eligibility provision and disability, represents the value of PSUs granted on January 18, 2022, January 17, 2023, and January 16, 2024 assuming: (a) maximum payout related to PSUs granted in 2022; (b) target payout related to PSUs granted in 2023 and 2024; and (c) accumulated reinvested dividend equivalent shares as of December 31, 2024.

  100. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2025 Proxy Statement | 71 |

  101. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Pay versus performance disclosure Pay Versus Performance table The following table presents the executive Compensation Actually Paid (“CAP”) for our Principal Executive Officer (“PEO”) and non-PEO NEOs relative to the Firm’s financial performance in the format specified by the SEC pursuant to Item 402(v) of Regulation S-K. The CMDC does not utilize CAP for compensation considerations and determinations; for more information on our compensation philosophy and pay decisions for our Named Executive Officers, see our “Compensation discussion and analysis” which starts on page 39. The Firm continues to consider ROTCE its most important company-selected financial performance measure for compensation. ROTCE is a comprehensive performance metric that measures the Firm’s net income applicable to common equity as a percentage of average tangible common equity, and reflects how well management is using shareholders’ equity to generate profit. It is a fundamental performance metric that is widely used by the Firm, investors and analysts in assessing the earnings power of common shareholders’ equity capital, and is useful for comparing the profitability of the Firm with that of our competitors.

  102. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Year1 | Summary Compensation Table Total for PEO ($)2 | Compensation Actually Paid to PEO ($)3 | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs ($)3 | Value of Initial Fixed $100 Investment Based On: | | Net Income ($B) | ROTCE5 (%) | | | | | | | Company TSR4 ($) | Peer Group TSR4 ($) | | | | 2024 | $37,683,462 | $226,833,211 | $24,383,634 | $80,891,387 | $198.96 | $173.57 | $58.5 | 22% | | 2023 | 35,960,259 | 104,594,286 | 21,481,873 | 41,047,384 | 137.91 | 132.94 | 49.6 | 21% | | 2022 | 35,610,013 | 38,222,111 | 19,230,223 | 17,207,207 | 105.48 | 118.54 | 37.7 | 18% | | 2021 | 85,159,860 | 131,255,455 | 23,472,201 | 35,685,622 | 120.68 | 132.50 | 48.3 | 23% | | 2020 | 32,249,183 | 11,276,008 | 19,253,451 | 14,705,061 | 94.48 | 98.24 | 29.1 | 14% |

  103. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    1NEOs included in the above table are comprised of the following individuals. In accordance with SEC rules, only the Firm’s CEO, CFO and three highest-paid NEOs from each year's SCT have been included.

  104. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Year | PEO | Non-PEO NEOs | | 2024 | James Dimon | Daniel Pinto, Mary Callahan Erdoes, Troy Rohrbaugh, Jeremy Barnum | | 2023 | James Dimon | Daniel Pinto, Mary Callahan Erdoes, Marianne Lake, Jeremy Barnum | | 2022 | James Dimon | Daniel Pinto, Mary Callahan Erdoes, Marianne Lake, Jeremy Barnum | | 2021 | James Dimon | Daniel Pinto, Gordon Smith, Mary Callahan Erdoes, Jennifer Piepszak, Jeremy Barnum | | 2020 | James Dimon | Daniel Pinto, Gordon Smith, Mary Callahan Erdoes, Jennifer Piepszak |

  105. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    22023, 2022, 2021 and 2020 “Summary Compensation Table Total for PEO ($)” include previously unreported all other compensation amounts primarily related to security (totaling $866,479, $761,407, $731,715 and $584,629, respectively) when enhancements were made to prescribed security measures for Mr. Dimon. These amounts were identified before the filing of this proxy statement. 3The following table details the adjustments that were made to SCT values to determine CAP, as presented in the above table. For the CAP portions that are calculated based on the average of the high and low JPM stock price at the end of the reporting year, the following prices were used: 2024 $240.24; 2023 $170.16; 2022 $133.39; 2021 $158.63; 2020 $126.08. There are no U.S. GAAP pension service costs as pension plans are frozen, and there are no changes in defined benefit plan projected benefit obligations attributable to a plan amendment. Fair value amounts were computed in a manner consistent with the fair value methodology used to account for share-based payments in the Firm’s financial statements. All amounts shown for non-PEO NEOs are averages.

  106. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 72 | 2025 Proxy Statement | |

  107. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Pay versus performance disclosure | Executive compensation |

  108. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Year | Executive | SCT Total | Less: value of stock awards at grant date fair value | Less: value of option awards at grant date fair value | Less: actuarial present value of defined benefit plan benefits | Plus: year-end fair value of unvested equity awards granted in reporting year6,7 | Change in fair value of unvested equity awards granted in prior years6,7 | Change in fair value of equity awards granted in prior years that vested in reporting year6,7 | Plus: total fair value of dividends paid or reinvested | Total Adjustments8 | Executive CAP | | 2024 | PEO | $37,683,462 | $(29,500,000) | $— | $(50,826) | $63,963,650 | $140,746,282 | $6,863,985 | $7,126,657 | $189,149,749 | $226,833,211 | | | Non-PEO NEOs | $24,383,634 | $(15,287,500) | $— | $(8,723) | $29,745,988 | $38,405,558 | $1,579,866 | $2,072,565 | $56,507,754 | $80,891,387 | | 2023 | PEO | $35,960,259 | $(28,000,000) | $— | $(40,185) | $33,939,433 | $60,604,871 | $(2,453,960) | $4,583,868 | $68,634,027 | $104,594,286 | | | Non-PEO NEOs | $21,481,873 | $(13,412,500) | $— | $(11,360) | $16,257,725 | $15,976,583 | $(222,653) | $977,716 | $19,565,511 | $41,047,384 | | 2022 | PEO | $35,610,013 | $(28,000,000) | $— | $(29,877) | $24,384,912 | $8,917,510 | $(6,080,841) | $3,420,395 | $2,612,098 | $38,222,111 | | | Non-PEO NEOs | $19,230,223 | $(11,581,951) | $— | $— | $10,868,710 | $(1,458,095) | $(503,796) | $652,116 | $(2,023,015) | $17,207,207 | | 2021 | PEO | $85,159,860 | $(25,000,000) | $(52,620,000) | $(25,486) | $88,199,019 | $22,942,541 | $7,706,801 | $4,892,720 | $46,095,595 | $131,255,455 | | | Non-PEO NEOs | $23,472,201 | $(10,131,942) | $(5,572,500) | $(206) | $17,813,787 | $7,748,310 | $1,451,083 | $904,889 | $12,213,421 | $35,685,622 | | 2020 | PEO | $32,249,183 | $(25,000,000) | $— | $(21,845) | $22,942,750 | $(2,460,001) | $(18,772,954) | $2,338,875 | $(20,973,175) | $11,276,008 | | | Non-PEO NEOs | $19,253,451 | $(11,265,195) | $— | $(25,655) | $10,881,250 | $(2,075,052) | $(2,767,310) | $703,571 | $(4,548,390) | $14,705,061 |

  109. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    4The TSR value listed in each year reflects what the cumulative value of $100 would be, including dividend reinvestment, if invested on December 31, 2019. For the purposes of this disclosure, “peer group” is defined as the S&P Financials Index, as reflected in our Annual Report on Form 10-K for the year ended December 31, 2024. 5ROTCE is a non-GAAP financial measure; refer to Note 1 on page 100 for a further discussion of this measure. 6Values of PSUs include an estimated payout percentage at the vesting date which is assessed at each reporting period, consistent with the Firm’s financial statements. 7In 2021, Messrs. Dimon and Pinto were granted special option awards in the form of SARs that were not part of their regular annual compensation and will not be awarded on a recurring basis. The special options were awarded at the fair value on the respective grant dates of each award. The respective fair values were determined using the Black-Scholes valuation model. The following table details the assumptions at the time of grant, and the equivalent values as of December 31, 2021, 2022, 2023, and 2024 for the valuation of outstanding SARs awarded to Messrs. Dimon and Pinto:

  110. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | | | Assumptions | | | | | Name | As of date | Award strike price | JPM stock price | Risk free interest rate | Expected annual dividend yield | Expected common stock price volatility | Remaining expected life in years | | James Dimon | 7/20/2021 | $148.73 | $148.73 | 1.23% | 2.69% | 27.49% | 10 | | | 12/31/2021 | $148.73 | $158.63 | 1.52% | 2.58% | 26.23% | 10 | | | 12/31/2022 | $148.73 | $133.39 | 3.88% | 3.07% | 29.02% | 9 | | | 12/31/2023 | $148.73 | $170.16 | 3.88% | 2.53% | 24.51% | 8 | | | 12/31/2024 | $148.73 | $240.24 | 4.48% | 2.44% | 29.35% | 7 | | Daniel Pinto | 12/14/2021 | $159.10 | $159.10 | 1.44% | 2.51% | 25.76% | 10 | | | 12/31/2021 | $159.10 | $158.63 | 1.52% | 2.54% | 25.88% | 10 | | | 12/31/2022 | $159.10 | $133.39 | 3.88% | 3.01% | 28.53% | 9 | | | 12/31/2023 | $159.10 | $170.16 | 3.88% | 2.48% | 24.09% | 8 | | | 12/31/2024 | $159.10 | $240.24 | 4.48% | 2.30% | 28.77% | 7 |

  111. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The Firm’s accounting for employee stock-based incentives is described in Note 9 to the Firm’s Consolidated Financial Statements in the 2024 Annual Report on pages 233-234. 8There were no stock or option awards granted and vested in the same reporting year, and no stock or option awards granted in prior years failed to meet the applicable vesting conditions during any of the reporting years. No exercise prices of option awards have been amended or adjusted.

  112. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2025 Proxy Statement | 73 |

  113. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Relationships between executive CAP and the Firm’s financial performance measures The charts and narrative below are based on the information presented in the Pay versus Performance table, to illustrate and describe the relationships between the Firm’s PEO CAP and the average of the Firm’s non-PEO NEO CAPs with the following three measures of financial performance, against the five covered fiscal years: •The cumulative TSR of the Firm •The net income of the Firm •The Firm’s company-selected measure (ROTCE) The first chart also illustrates the relationship between the Firm’s TSR and our selected peer group’s TSR, as presented in the Pay versus Performance table.

  114. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | |

  115. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    In 2021, PEO CAP and non-PEO NEO average CAP were sharply higher than in 2020 as they included one-time special awards in the form of SARs granted to Mr. Dimon in July 2021 and Mr. Pinto in December 2021. In 2022, both PEO CAP and non-PEO NEO average CAP decreased significantly from 2021, due to a decrease in the Firm’s stock price as of year-end 2022, consistent with the broader market decline. The largest impact of the change in the stock price was on Messrs. Dimon and Pinto’s outstanding SARs awards, both of which were out of the money as of the end of 2022. In 2023 and 2024, the increases in both PEO CAP and non-PEO NEO average CAP were attributable to an increase in the Firm’s stock price as of year-end, which outperformed the S&P Financials Index as well as the broader market in general. Additionally, the PEO and non-PEO NEO average CAP were impacted by Messrs. Dimon and Pinto’s outstanding SARs awards, both of which were in the money as of the end of 2023 and 2024. In summary, the Firm’s PEO CAP and non-PEO NEO average CAP reflect a general correlation with: •The Firm’s stock price and TSR, primarily due to a significant majority of our NEOs’ compensation being in the form of long-term equity •The Firm’s net income, which reflects our pay-for-performance compensation philosophy and practices •The Firm’s ROTCE, which reflects the Firm's strong returns and fortress balance sheet In addition, the Firm’s change in TSR over the past five years reflects a general correlation with that of the broader S&P Financials Index. Unranked tabular list of the Firm’s most important financial performance measures As required by SEC rules, the most important financial performance measures that the Firm used to link executive compensation during the last fiscal year to company performance are listed below.

  116. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Performance Measures | | Managed revenue for the Firm and the lines of business | | Pre-tax income (ex. LLR) for the Firm and some lines of business, and Pre-tax income for other lines of business | | Net income for the Firm and the lines of business | | ROTCE for the Firm and ROE for the lines of business |

  117. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 74 | 2025 Proxy Statement | |

  118. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | CEO pay ratio disclosure | Executive compensation |

  119. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    CEO pay ratio disclosure We are providing the following information about the relationship of the annual total compensation of our estimated median employee and the annual total compensation of Mr. Dimon, our Chairman and CEO. CEO pay ratio For the year ended December 31, 2024: •The annual total compensation of Mr. Dimon was $37,694,3341, including Firm-paid employee benefits •The annual total compensation of our estimated median employee was $108,2182, including Firm-paid employee benefits •This represents a ratio of 348 to 1 Identifying our median employee We believe there were no material changes in our employee population or employee compensation arrangements in 2024 that would have necessitated a change to our CEO pay ratio calculation methodology. Therefore, as permitted under SEC rules, for this year’s disclosure we have used the 2024 annual total compensation of the same estimated median employee that we identified for disclosure in our 2024 and 2023 Proxy Statements. Consistent with the disclosure in our 2024 and 2023 Proxy Statements, annual total compensation included salary as of December 31, 2022, as well as overtime pay, fixed allowance and incentive compensation, if applicable. We annualized the salary portion of the compensation for employees who were hired during 2022; however, we did not make any full-time equivalent adjustments to part-time, temporary and seasonal employees. We did not apply any cost-of-living adjustments as part of the calculation. In determining the scope of our employees (other than our CEO), we included our global workforce of full-time, part-time, temporary and seasonal employees who were employed as of December 31, 2022. Comparability We believe the ratio above is a reasonable estimate, based on the methodology we have described. Given the different methodologies, exclusions, estimates and assumptions other companies may use to calculate their respective CEO pay ratios, as well as differences in employment and compensation practices between companies, the estimated ratio reported above may not be comparable to that reported by other companies. 1For purposes of the CEO pay ratio disclosure, Mr. Dimon’s annual total compensation includes the amount reported in the “Total” column of the 2024 Summary compensation table on page 64 which includes change in pension value, plus the value of Firm contributions to broad-based employee benefits applicable to Mr. Dimon. 2The estimated median employee’s annual total compensation includes change in pension value, plus the value of Firm contributions to broad-based employee benefits and 401(k) plan contributions.

  120. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2025 Proxy Statement | 75 |

  121. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Executive compensation | Security ownership of directors and executive officers |

  122. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Security ownership of directors and executive officers Our share retention policies require share ownership for directors and executive officers, as described on pages 33 and 50, respectively. The following table shows the number of shares of common stock and common stock equivalents beneficially owned by each director, nominee and the current executive officers named in the SCT, and all directors, nominees and executive officers as a group as of February 28, 2025. Shares beneficially owned include shares that could have been acquired within 60 days after that date through the exercise of stock options or SARs, and additional underlying stock units as described in Note 2 to the table. Unless otherwise indicated, each individual and member of the group has sole voting power and sole investment power with respect to shares owned. The number of shares beneficially owned, as defined by Rule 13d-3 under the Securities Exchange Act of 1934—as of February 28, 2025, by all directors, nominees and executive officers as a group and by each director, nominee and NEO individually—is less than 1% of our outstanding common stock. Security ownership

  123. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | Beneficial ownership | | | | | | Name | Common Stock (#)1 | SARs/Options exercisable within 60 days (#) | Total beneficial ownership (#) | Additional underlying stock units (#)2 | Total (#) | | Stephen B. Burke | 107,334 | — | 107,334 | 150,226 | 257,560 | | Linda B. Bammann | 65,986 | — | 65,986 | 35,318 | 101,304 | | Jeremy Barnum | 44,786 | — | 44,786 | 146,423 | 191,209 | | Michele G. Buck | 5 | — | 5 | — | 5 | | Todd A. Combs | 13,016 | — | 13,016 | 19,743 | 32,759 | | Alicia Boler Davis | 285 | — | 285 | 2,643 | 2,928 | | James Dimon3 | 6,464,764 | — | 6,464,764 | 721,800 | 7,186,564 | | Mary Callahan Erdoes | 594,354 | — | 594,354 | 282,702 | 877,056 | | Alex Gorsky | 88 | — | 88 | 6,164 | 6,251 | | Mellody Hobson | 129,574 | — | 129,574 | 22,136 | 151,710 | | Phebe N. Novakovic | 545 | — | 545 | 11,090 | 11,635 | | Daniel Pinto | 669,771 | — | 669,771 | 826,343 | 1,496,114 | | Troy Rohrbaugh | 158,381 | — | 158,381 | 249,476 | 407,857 | | Virginia M. Rometty | 280 | — | 280 | 12,747 | 13,027 | | Brad D. Smith | 9,898 | — | 9,898 | 1,012 | 10,910 | | Mark A. Weinberger | 500 | — | 500 | 2,643 | 3,143 | | All directors, nominees and current executive officers as a group (23 persons)3 | 9,415,420 | — | 9,415,420 | 3,599,147 | 13,014,567 |

  124. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    1Shares owned outright, except as otherwise noted. Directors agree to retain all shares of common stock of JPMorganChase purchased on the open market or received pursuant to their service as a Board member for as long as they serve on the Board. 2Amounts include for directors, nominees and executive officers, shares or deferred stock units, receipt of which has been deferred under deferred compensation plan arrangements. For executive officers, amounts also include unvested RSUs and unvested PSUs (including accumulated reinvested dividend equivalent shares), as well as share equivalents attributable under the JPMorgan Chase 401(k) Savings Plan. The ultimate number of PSUs earned at vesting is determined by a pre-established formula set at the time of the award based on the Firm’s absolute and relative ROTCE performance over the subsequent three years, with potential payout value ranging from 0% to 150%. Additional details on the PSU program are provided on pages 48-49. 3Includes 116,466 shares owned by entities as to which Mr. Dimon disclaims beneficial ownership, except to the extent of his pecuniary interest therein.

  125. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 76 | 2025 Proxy Statement | |

  126. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Security ownership of directors and executive officers | Executive compensation |

  127. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Pursuant to SEC filings, the companies included in the table below were the beneficial owners of more than 5% of our outstanding common stock as of December 31, 2024.

  128. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name of beneficial owner | Address of beneficial owner | Common stock owned (#) | Percent owned (%) | | The Vanguard Group1 | 100 Vanguard Blvd, Malvern, PA 19355 | 272,410,990 | 9.74 | | BlackRock, Inc.2 | 50 Hudson Yards New York, NY 10001 | 192,831,104 | 6.89 |

  129. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    1The Vanguard Group owns the above holdings in its capacity as an investment advisor in accordance with SEC Rule 13d-1(b)(1)(ii)(E). According to the Schedule 13G dated February 13, 2024, filed with the SEC, in the aggregate, Vanguard (including the affiliated entities identified in the Schedule 13G) has sole dispositive power over 259,678,951 shares, shared dispositive power over 12,732,039 shares, sole voting power over 0 shares and shared voting power over 3,623,542 shares of our common stock. 2BlackRock, Inc. owns the above holdings in its capacity as a parent holding company or control person in accordance with SEC Rule 13d-1(b)(1)(ii)(G). According to the Schedule 13G dated February 7, 2024, filed with the SEC, in the aggregate, BlackRock (including the affiliated entities identified in the Schedule 13G) has sole dispositive power over 192,831,104 shares and sole voting power over 173,083,182 shares of our common stock.

  130. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2025 Proxy Statement | 77 |

  131. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Audit matters

  132. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | PROPOSAL 3: | | Ratification of independent registered public accounting firm | | The Audit Committee has appointed PwC as the Firm’s independent registered public accounting firm for the year ending December 31, 2025. | | RECOMMENDATION: Vote FOR ratification of PwC |

  133. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Overview The Audit Committee is responsible for the appointment, retention, compensation, evaluation and oversight of the Firm’s independent registered public accounting firm. It is also responsible for assisting the Board in its oversight of the Firm’s Internal Audit function and of management’s responsibilities to ensure that there is an effective system of controls in place reasonably designed to safeguard the assets and income of the Firm, ensure the integrity of the Firm’s financial statements and maintain compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations. The Report of the Audit Committee on these matters can be found on pages 81-82. The Audit Committee has appointed PwC as the Firm’s independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorganChase and its subsidiaries for the year ending December 31, 2025. A resolution will be presented to our shareholders at the annual meeting requesting them to ratify PwC’s appointment. For more information on this resolution, see page 79. If the shareholders do not ratify the appointment of PwC, the Audit Committee will consider the appointment of another independent registered public accounting firm.

  134. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 78 | 2025 Proxy Statement | |

  135. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Proposal 3: Ratification of independent registered public accounting firm | Audit matters |

  136. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Proposal 3: Ratification of independent registered public accounting firm Engagement of independent registered public accounting firm The Audit Committee is responsible for the appointment, retention, compensation, evaluation and oversight of the Firm’s independent registered public accounting firm. The Audit Committee has appointed PwC as the Firm’s independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorganChase and its subsidiaries for the year ending December 31, 2025. The Audit Committee annually evaluates PwC’s qualifications, performance and independence in connection with its determination as to whether to retain PwC. For information on the factors evaluated by the Audit Committee, see the Audit Committee Report on pages 81-82. The members of the Audit Committee and the Board believe that continued retention of PwC as the Firm’s independent external auditor is in the best interests of JPMorganChase and its shareholders. PwC and its predecessors have acted as our independent registered public accounting firm since 1965. The Board believes the Firm receives significant benefits from the extensive history PwC has with the Firm. These benefits include: •the high quality of its audit work and accounting advice, as a result of their institutional knowledge of our businesses, global operations, key risks, accounting policies, financial systems and internal control framework; •its audit efficiency and effectiveness, which results in a lower fee structure due to their history and familiarity with our businesses; •the time and expense that would be avoided by management and staff in order to onboard a new auditor; and •its commitment to maintaining their independence from the Firm. A member of PwC will be present at the annual meeting and will have the opportunity to make a statement and respond to appropriate questions from shareholders. Board oversight of PwC The Audit Committee held eight private sessions with PwC during 2024. The Audit Committee assesses PwC’s independence throughout the year. This includes reviewing with PwC its practices for maintaining its independence. The Audit Committee has also established policies and procedures for approving services provided by PwC. It is JPMorganChase’s policy to use PwC only for audit and audit-related services, as well as tax services in certain circumstances. For more information, see "Audit Committee approval policies and procedures" on page 80. No member of PwC’s audit team may be hired by the Firm for a period of one year after such person transferred from the Firm’s audit engagement to another role at PwC, or has terminated employment with PwC. Further, no former PwC employee who was a manager or partner may be hired by the Firm as the CFO, Principal Accounting Officer, General Auditor, Treasurer, Director of Tax or CFO or Controller of a LOB or Corporate function for a period of two years following his or her termination of employment with PwC. In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years of service an individual partner may provide audit services to the Firm. The lead audit partner and quality review partner may provide services to our Firm for a maximum of five consecutive years. The Audit Committee approved the selection of the current lead audit partner beginning with the 2021 audit engagement. The lead audit partner is expected to serve in this capacity through the end of the 2025 audit.

  137. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2025 Proxy Statement | 79 |

  138. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Audit matters | Proposal 3: Ratification of independent registered public accounting firm |

  139. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Fees paid to PricewaterhouseCoopers LLP The Audit Committee is responsible for negotiating the terms and fees associated with the Firm’s retention of PwC, including the annual integrated audit of the Firm’s Consolidated Financial Statements. Aggregate fees for professional services rendered by PwC for JPMorganChase and its subsidiaries for the years ended December 31, 2024 and 2023, were:

  140. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Year ended December 31, ($ in millions) | 2024 | 2023 | | Audit | $78.5 | $77.5 | | Audit-related | 36.0 | 31.0 | | Tax | 4.5 | 3.9 | | Total | $119.0 | $112.4 |

  141. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The amounts reported in the table above exclude all fees paid to PwC by investment companies and asset management funds (e.g., private equity, mutual and exchange-traded funds, and collective investment funds), and special purpose vehicles that are sponsored, managed or advised by subsidiaries of JPMorganChase but are not consolidated with the Firm. Reported Audit fees are those applicable to each fiscal year's engagements. Audit-related and Tax fees are reported based on services rendered during each fiscal year. Audit fees For the years ended December 31, 2024 and 2023, fees for the annual integrated audit of the Firm’s Consolidated Financial Statements and of the Firm’s internal control over financial reporting, and quarterly reviews of the Firm’s Consolidated Financial Statements, were $52.2 million and $51.7 million, respectively. Fees for services related to statutory/subsidiary audits, attestation reports required by statute or regulation, and comfort letters and consents related to SEC filings and other similar filings with non-U.S. authorities were $26.3 million and $25.8 million, respectively. Audit-related fees Audit-related fees comprise assurance and related services that are traditionally performed by the independent registered public accounting firm. These services include attestation and agreed-upon procedures which address accounting, reporting and control matters relating to fiduciary, transaction processing, investment management, servicing activities and ESG initiatives; reviews related to investment and lending processes, and technology systems; and due diligence reviews related to acquisitions and divestitures. These services are normally provided in connection with the recurring audit engagement. The increase in audit-related fees is primarily driven by services rendered during the calendar year, including complying with additional control reporting requirements, as well as new engagements due to continued business growth. Tax fees Fees for the years ended December 31, 2024 and 2023, for tax compliance and tax return preparation services were $4.3 million and $3.7 million, respectively. Fees for other tax services, including tax advisory and consultation on tax matters, were $0.2 million and $0.2 million, respectively. Audit Committee approval policies and procedures The Audit Committee’s policies and procedures require the Audit Committee to pre-approve a list of specified audit, audit-related and tax services, and review and approve the terms and fees for the annual integrated audit of the Consolidated Financial Statements. All requests for audit, audit-related and tax services that are not on the pre-approved list of specified services must be approved by the Audit Committee. JPMorganChase’s pre-approval policy does not provide for a de minimis exception under which the pre-approval requirement may be waived. Pre-approved services to be performed by PwC with estimated costs in excess of $250,000 are approved by the Chair of the Audit Committee; and pre-approved services with estimated costs less than or equal to $250,000 are delegated to the Firmwide Controller’s office for approval.

  142. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 80 | 2025 Proxy Statement | |

  143. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Audit Committee report | Audit matters |

  144. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Audit Committee report The Audit Committee of the Board of Directors of JPMorganChase is comprised of four non-management directors. The Board has determined that each member of our committee has no material relationship with the Firm under the Board’s director independence standards and that each member is independent under the listing standards of the NYSE, where the Firm’s securities are listed, and under the SEC’s standards relating to the independence of audit committees. The Board has also determined that each member is financially literate and is an audit committee financial expert as defined by the SEC. Charter The Audit Committee operates under a written charter adopted by the Board, which is available on our website at jpmorganchase.com/about/governance/board-committees/audit-committee. We annually review our charter and our practices. We have determined that our charter and practices are consistent with the listing standards of the NYSE and the provisions of the Sarbanes-Oxley Act of 2002. The purpose of the Audit Committee is to assist the Board in its oversight of: •the independent registered public accounting firm’s qualifications and independence, •the performance of the Firm’s internal audit function and the independent registered public accounting firm, and •management’s responsibilities to assure that there is in place an effective system of controls reasonably designed to safeguard the assets and income of the Firm; assure the integrity of the Firm’s financial statements; and maintain compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations. Audit communications and fees We discussed with PwC the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, Communications with Audit Committees, including PwC’s overall audit scope and audit approach as set forth in the terms of their engagement letter; PwC’s overall audit strategy for significant audit risks identified by them; and the nature and extent of the specialized skills necessary to perform the planned audit. We have established procedures to receive and track the handling of issues regarding accounting and reporting, internal control and auditing matters. In addition, we monitor the audit, audit-related and tax services provided by PwC. The Audit Committee has also evaluated and concluded that audit-related and tax services provided by PwC do not impair PwC’s independence. Details of the fees paid to PwC for its services, as well as the Audit Committee’s “pre-approval policy” for such services, can be found on page 80. Assessment of PwC The Audit Committee annually evaluates PwC’s qualifications, performance and independence in connection with its determination as to whether to retain PwC. In conducting our evaluation we considered, among other things: •the professional qualifications of PwC, and that of the lead audit partner, quality review partner and other key engagement partners; •PwC’s current and historical performance on the Firm’s audit, including the extent and quality of its communications with the Audit Committee and the Firm’s management related to accounting and auditing issues, legislative and regulatory developments impacting financial institutions as well as industry insights, trends and emerging practices; •PwC’s demonstrated professional skepticism and objectivity, including fresh perspectives brought through the required periodic rotation of the lead audit partner, the quality review partner and other partners who play a significant role in the audit engagement; •PwC’s demonstrated capability, expertise and efficiency in which it navigates the breadth and complexity of the Firm’s global operations, including the use of technology, specialists, and subject matter experts; •PwC’s depth of institutional knowledge and understanding of the Firm’s global businesses, operations and systems, the financial services industry, including the global regulatory environment, U.S. and international accounting standards, the potential effect on the financial statements of the significant risks and exposures facing the Firm, and the Firm’s internal control over financial reporting; •external data relating to PwC’s audit quality and performance, including recent PCAOB reports on PwC (including its global network of firms), and the results of peer review and self-review examinations;

  145. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | 2025 Proxy Statement | 81 |

  146. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Audit matters | Audit Committee report |

  147. 2024 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    •an analysis of PwC’s known legal risks and significant proceedings that could impair PwC’s ability to perform the Firm’s annual audit; •PwC’s tenure as the Firm’s independent auditor; •the appropriateness of PwC’s fees, both on an absolute basis and as compared with fees paid by certain peer banking firms; and •the advisability and potential impact of selecting a different independent registered public accounting firm, including the additional costs and inefficiencies associated with hiring a new independent registered public accounting firm. PwC provided us the written disclosures and the letter required by PCAOB’s Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence. After discussions, we confirmed with PwC their independence. As a result of this evaluation, we believe PwC has the capability to provide the necessary expertise, independence and professional skepticism to continue to audit the Firm’s businesses, and we approved the appointment of PwC as JPMorganChase’s independent registered public accounting firm for 2025, subject to shareholder ratification. Management is responsible for the Firm’s internal control over financial reporting, the financial reporting process and JPMorganChase’s Consolidated Financial Statements. PwC is responsible for performing an independent audit of JPMorganChase’s Consolidated Financial Statements and of the effectiveness of internal control over financial reporting in accordance with auditing standards promulgated by the PCAOB. The Firm’s Internal Audit function, under the direction of the General Auditor, is independent of the Firm’s businesses and the Independent Risk Management function. Internal Audit reports directly to the Audit Committee (and administratively to the Firm’s CEO) and is responsible for preparing an annual audit plan and conducting internal audits intended to independently test and evaluate the Firm’s governance, risk management and internal controls. The members of the Audit Committee are not professionally engaged in the practice of accounting or auditing; as noted above, the Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee regularly meets and holds discussions with the Firm’s management, internal auditors and with PwC, and also holds private sessions with the General Auditor and with PwC, without members of management present. These discussions include issues encountered during the audit, the Firm’s quarterly earnings materials, and Quarterly and Annual Reports on Form 10-Q and Form 10-K, respectively, prior to filing with the SEC; as well as actions the Audit Committee has taken during the prior year. Management represented to us that JPMorganChase’s Consolidated Financial Statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). We reviewed and discussed JPMorganChase’s Consolidated Financial Statements with management, the General Auditor and PwC. We also reviewed and discussed with PwC the quality of the Firm’s significant accounting principles, the reasonableness of critical accounting estimates and judgments, critical audit matters PwC identified during the audit, and the disclosures in JPMorganChase’s Consolidated Financial Statements, including disclosures relating to significant accounting policies. We relied, without independent verification, on the information provided to us and on the representations made by management, internal auditors and the independent auditor. Based on our review of the reports given to us by PwC and our discussions with the Firm’s management, internal auditors and PwC, as well as their respective representations to us, we recommended to the Board, and the Board approved, inclusion of the audited Consolidated Financial Statements in the 2024 Annual Report on Form 10-K, as filed with the SEC. March 17, 2025