Brad Smith
JPMORGAN CHASE &About Brad D. Smith
Brad D. Smith, age 61, is President of Marshall University and the retired Executive Chairman, President, and CEO of Intuit Inc. He joined JPMorgan Chase & Co.’s Board effective January 21, 2025 and is an independent director under NYSE and firm standards, serving on the Risk Committee . His background blends fintech operating leadership, technology and cybersecurity oversight, and risk management experience, positioning him to contribute to JPM’s risk oversight and innovation agenda .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intuit Inc. | President & CEO; Chairman; Executive Chairman | President & CEO (2008–2018); Chairman (2016–2018); Executive Chairman (2019–2021) | Led data-driven growth and innovation in fintech; experience in cybersecurity, data privacy, and transformational technology |
| Marshall University | President | Since 2022 | Higher-education leadership; governance of a public research university; ESG/community development focus |
| Wing 2 Wing Foundation | Co-Founder | Not disclosed | Philanthropy focused on inclusive educational and economic development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amazon.com, Inc. | Director | Since 2023 | Current U.S.-listed public company board |
| Humana Inc. | Director | Since 2022 | Current U.S.-listed public company board |
| SurveyMonkey / Momentive Global Inc. (SVMK) | Director | 2017–2022 | Prior public board |
| Nordstrom, Inc. | Director | 2013–2022 | Prior public board |
| Intuit Inc. | Director | 2008–2022 | Prior public board |
Board Governance
- Committee assignments: Risk Committee member; the Risk Committee met 8 times in 2024 and oversees the firm’s global risk framework across strategic, market, credit/investment, and operational risks .
- Independence: The Board determined Brad D. Smith is independent; all principal standing committees are 100% independent .
- Board refreshment: Elected October 2024, effective January 21, 2025; part of ongoing refreshment adding operational/technology expertise .
- Attendance and engagement: The full Board met 10 times in 2024 with executive sessions at each regular meeting; all directors serving in 2024 attended ≥75% of their meetings. Smith joined in 2025, so 2024 attendance metrics do not apply .
- Lead Independent Director structure: Strong LID role with authority to call meetings, lead executive sessions, approve agendas, and oversee CEO performance; Board reaffirmed LID in March 2025 .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (cash) | $110,000 | Non-employee directors |
| Lead Independent Director retainer | $35,000 | If applicable |
| Audit/Risk Committee chair retainer | $30,000 | If applicable |
| Audit/Risk Committee member retainer | $20,000 | If applicable |
| Other committee chair retainer | $20,000 | If applicable |
| Deferred stock unit (DSU) grant | $265,000 | Annual equity for directors; distributed post-retirement; dividend equivalents accrue as DSUs |
| Bank Board retainer | $20,000 | Service on JPMorgan Chase Bank, N.A. Board |
| Bank Board chair retainer | $30,000 | If applicable |
2024 director stock grant was based on $166.1950 grant-date FMV per share; all such awards are vested. Smith’s 2024 compensation is not applicable given his 2025 effective date .
Performance Compensation
| Feature | Status | Details |
|---|---|---|
| Performance-conditioned equity | Not applicable | Director equity is delivered via DSUs, not PSUs; no performance metrics tied to director compensation . |
| Options/strike/vesting | Not applicable | Options are not part of standard director compensation at JPM . |
| Clawbacks | Not specified for directors | Firm maintains strong clawback provisions for executives; director DSUs are time-based with deferred distribution . |
Other Directorships & Interlocks
| Relationship | Exposure | Board Assessment |
|---|---|---|
| Marshall University (President) | JPM provides ordinary-course financial products/services to Marshall University | Reviewed as part of independence assessment; deemed immaterial; Smith is independent . |
- No additional related-party transactions specific to Smith are disclosed beyond ordinary-course banking with Marshall University .
- JPM discloses robust related-party review procedures overseen by the Corporate Governance & Nominating Committee .
Expertise & Qualifications
- Technology and cybersecurity: Deep experience from leading Intuit; insight on data management, privacy, and transformational tech .
- Risk management and controls: Navigated complex business/financial risks in fintech; aligns with Risk Committee oversight .
- Financial services/fintech: Executive leadership focused on data-driven growth in consumer financial services .
- ESG/community impact: Leadership in inclusive education/economic development; Wing 2 Wing Foundation co-founder .
Equity Ownership
- Policy: Directors must retain all JPM shares acquired via service; no hedging or pledging permitted; stock ownership requirements apply to directors .
- Deferred compensation: Directors may defer cash compensation; DSUs distributed in stock post-retirement per elected schedule (lump sum or up to 15 annual installments) .
- Specific holdings: Security ownership table exists but was not included in the accessible section; Smith joined in 2025, so 2024 ownership data may not reflect his holdings .
Governance Assessment
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Strengths
- Independence confirmed; placement on Risk Committee leverages his fintech risk/technology background, supporting board effectiveness in a heavily regulated, tech-forward bank .
- Strong director compensation alignment via equity retainer and stock ownership/anti-hedging policy enhances skin-in-the-game and shareholder alignment .
- Board culture features executive sessions at every regular meeting and a robust Lead Independent Director role, reinforcing independent oversight and challenge to management .
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Potential conflicts and red flags
- Ordinary-course JPM banking with Marshall University during his presidency presents potential perceived conflict; Board reviewed and deemed immaterial with no independence impairment (monitor for changes in scope/materiality) .
- Limited historical JPM attendance record due to recent appointment; verify 2025 attendance in future proxy for engagement consistency .
-
Shareholder engagement signals
- Director compensation is benchmarked to primary financial services peers; equity-heavy mix for directors supports long-term alignment. Governance Committee reviews pay annually; peer framework consistent with NEO benchmarking .
- 2024 Say-on-Pay support was 91%, indicating broad investor confidence in JPM’s pay governance and oversight frameworks that the board (including Smith from 2025) maintains .