Alex Gorsky
JPMORGAN CHASE &About Alex Gorsky
Alex Gorsky (age 64) is an independent director of JPMorgan Chase & Co. since 2022. He is the retired Chairman and Chief Executive Officer of Johnson & Johnson, and currently serves on JPM’s Audit Committee and Public Responsibility Committee; the Board has determined he is independent and an Audit Committee financial expert. He is a graduate of the U.S. Military Academy at West Point and holds an MBA from The Wharton School of the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Executive Chairman | 2022 | Oversight of enterprise financial condition and reporting; governance leadership |
| Johnson & Johnson | Chairman & CEO; Chair of Executive Committee | 2012–2021 | Financial reporting, technology oversight, privacy/security governance |
| Johnson & Johnson (Ethicon) | Company Group Chairman | 2008–2009 | Surgical care leadership; operating in regulated environments |
| J&J Medical Devices/Diagnostics | Worldwide Chairman | 2009 | Global operations leadership |
| Novartis Pharmaceuticals (U.S.) | Head of North America pharmaceutical business | 2004–2008 | International operations; regulated industry execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apple Inc. | Director | Since 2021 | Current U.S.-listed public company directorship |
| IBM | Director | Since 2014 | Current U.S.-listed public company directorship |
| Johnson & Johnson | Director | 2012–2022 | Prior U.S.-listed directorship |
| ICONIQ Capital, LLC | Managing Director | Current | JPM provides ordinary-course wholesale/commercial credit and services to ICONIQ; Board deemed relationship immaterial |
| Cleveland Clinic; Wharton Board of Overseers; Travis Manion Foundation | Board Member | Current | Non-profit/academic roles |
Board Governance
- Committee assignments: Audit Committee member and Public Responsibility Committee member; Audit Committee Chair is Mark A. Weinberger and PRC Chair is Mellody Hobson .
- Audit Committee financial expert: The Board determined each Audit Committee member, including Gorsky, to be an audit committee financial expert per SEC definition .
- Independence: Board determined all non-management directors, including Gorsky, are independent under NYSE and Firm standards .
- Attendance: The Board met 10 times in 2024 (eight regular, two special); each director attended 75% or more of total Board and committee meetings. Audit Committee held 15 meetings; PRC held 4 .
| Committee | 2024 Meetings | Oversight Scope |
|---|---|---|
| Audit | 15 | External auditor, internal audit, internal controls, ethical compliance, reputational/conduct risks |
| Public Responsibility (PRC) | 4 | Community investing, fair lending, consumer practices, political contributions/lobbying, sustainability; reputational/conduct risks |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (Board/committees) | $130,000 | Annual Board retainer up to $110,000; committee member/chair fees per schedule |
| 2024 Stock award (Deferred Stock Units) | $265,000 | Granted Jan 16, 2024; grant-date FMV $166.1950/share; DSUs accrue dividend equivalents, no voting rights |
| Other fees (e.g., Bank Board retainer, specific purpose committees) | $20,000 | Bank Board retainer is $20,000; specific purpose committee meeting fee $2,500 if applicable |
| Total 2024 Director Compensation | $415,000 | Cash + DSUs + other fees |
Director compensation framework (firmwide):
- Annual cash retainer up to $110,000; Lead Independent Director retainer $35,000; Audit/Risk Chair $30,000; Audit/Risk member $20,000; other committee chairs $20,000; annual DSU grant $265,000; Bank Board retainer $20,000 .
- Directors retain shares acquired during Board service; no hedging or pledging of director-held shares .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director compensation | None disclosed; non-employee director equity is in deferred stock units, not performance-conditioned awards |
| Clawbacks / Conditions | Not specified for directors in proxy; anti-hedging and anti-pledging apply to director-held shares |
Other Directorships & Interlocks
| Company | Overlap/Interlock Detail | Potential JPM Relationship |
|---|---|---|
| Apple Inc. | Gorsky is a current director | Not specifically disclosed in independence review table |
| IBM | Gorsky is a current director | Not specifically disclosed in independence review table |
| ICONIQ Capital | Managing Director; JPM provides ordinary-course wholesale/commercial products/services to ICONIQ; Board reviewed and deemed immaterial |
Expertise & Qualifications
- Finance and accounting, technology oversight (information security/privacy), international operations, and public company governance; former Chair of Business Roundtable’s Corporate Governance Committee .
- Extensive leadership of large, complex organizations in heavily regulated industries .
Equity Ownership
| Holder | Common Stock (#) | SARs/Options exercisable within 60 days (#) | Total Beneficial Ownership (#) | Additional Underlying Stock Units (#) | Total (Incl. Units) |
|---|---|---|---|---|---|
| Alex Gorsky | 88 | — | 88 | 6,164 | 6,251 |
- Ownership as % of shares outstanding: less than 1% for each individual director; shares for all directors and executive officers as a group are <1% .
- Hedging/pledging: Directors may not hedge or pledge Firm shares held personally; must retain shares acquired during Board service .
- Distribution of DSUs: In January following retirement from the Board, DSUs are distributed in stock, in lump sum or installments up to 15 years as elected .
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; service on Audit and PRC aligns with financial reporting rigor and stakeholder/public responsibility oversight; strong anti-hedging/anti-pledging and director stock retention requirements support alignment .
- Attendance/engagement: Board/committee workload is high (10 Board meetings; 15 Audit; 4 PRC in 2024) with all directors meeting ≥75% attendance—supports board effectiveness .
- Compensation alignment: Director pay mix is largely equity via DSUs and modest cash retainer; no options or performance-conditioned awards disclosed—limits pay-related conflicts and emphasizes long-term alignment .
- Potential conflicts (Watch item): JPM provides ordinary-course wholesale/commercial credit and services to ICONIQ Capital, where Gorsky is Managing Director; Board reviewed and deemed immaterial; monitor ongoing related-party exposure per policy .
- Shareholder signals: Firm received 91% support on Say-on-Pay in 2024, indicating broad investor confidence in compensation governance; directors participate in shareholder engagement as appropriate .
RED FLAGS: None disclosed specific to Gorsky (no hedging/pledging; no options; independence affirmed). Ordinary-course relationship with ICONIQ Capital flagged by the Board and deemed immaterial; continue monitoring for changes in scope or materiality .