Jamie Dimon
JPMORGAN CHASE &About Jamie Dimon
Jamie Dimon, age 69, is Chairman (since 2006), CEO (since 2005), and Director (since 2004) of JPMorgan Chase & Co.; previously Chairman & CEO of Bank One (2000–2004). He holds a B.A. from Tufts University and an MBA from Harvard Business School . Under his leadership, JPMorgan Chase delivered 2024 managed revenue of $180.6B, record net income of $58.5B (EPS $19.75), and ROTCE of 22%, and increased the quarterly dividend to $1.25 per share . Over the past decade, total shareholder returns outperformed the S&P Financials and KBW Bank indices by 211 and 278 percentage points, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chairman of the Board | 2006–present | Oversaw strategy, risk and performance across 100+ global markets . |
| JPMorgan Chase & Co. | Chief Executive Officer | 2005–present | Led sustained growth, market leadership, and “fortress balance sheet” performance . |
| JPMorgan Chase & Co. | President | 2004–2018 | Executive management across business lines and corporate functions . |
| JPMorgan Chase & Co. | Chief Operating Officer | 2004–2005 | Operational integration and control effectiveness . |
| Bank One Corporation | Chairman & CEO | 2000–2004 | Led turnaround and subsequent merger with JPMorgan Chase . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Harvard Business School | Member, Board of Deans | Not disclosed |
| Catalyst | Director | Not disclosed |
| Business Roundtable | Member; former Chairman | Not disclosed |
| Business Council | Member | Not disclosed |
| NYU School of Medicine | Trustee | Not disclosed |
| Other U.S.-Listed Public Company Directorships (past 5 years) | None | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,500,000 | $1,500,000 | $1,500,000 |
| Cash Bonus ($) | $5,000,000 | $5,000,000 | $5,000,000 |
| All Other Compensation ($) | $1,080,136 | $1,420,074 | $1,632,636 |
| Change in Pension Value ($) | $29,877 | $40,185 | $50,826 |
CEO pay mix caps cash at ≤25% of total; equity for the CEO is 100% at-risk PSUs. In 2024, cash award was held to $5M (below the cap) and ~87% of variable pay was PSUs .
Performance Compensation
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| PSUs Granted (Fair Value, $) | $28,000,000 | $28,000,000 | $32,500,000 (awarded for 2024 performance) |
| RSUs Granted ($) | — | — | — |
| Equity Mix | 100% PSUs for CEO | 100% PSUs for CEO | 100% PSUs for CEO |
| PSU Payout Range | 0%–150% of target | 0%–150% of target | 0%–150% of target |
| 2024 PSU Grant Detail (granted 1/16/2024 for 2023 performance) | Target (#) | Max (#) | Vest | Holding |
|---|---|---|---|---|
| PSUs (grant-date $29.5M) | 177,503 | 266,254 | 3/25/2027 | 2-year post-vest hold |
| Performance Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Firm ROTCE (absolute) | Drives PSU formula | Not disclosed | 22% (FY2024) | Not disclosed | Cliff vest at 3 years; 2-year hold |
| ROTCE (relative vs peers) | Drives PSU formula | Not disclosed | Comparative outperformance across peers noted | Not disclosed | Cliff vest at 3 years; 2-year hold |
| Business Results vs Strategic Framework | ~50% of annual assessment | Not disclosed | Record revenue/net income; dividend increase | Impacts annual award decision | Annual cash + PSU determination |
| Risk, Controls & Conduct; Client/Stakeholder; Teamwork & Leadership | ~50% qualitative | Not disclosed | Satisfactory controls and leadership outcomes | Impacts annual award decision | Annual cash + PSU determination |
2024 CEO total annual compensation determined at $39M: Salary $1.5M, Cash $5M, PSUs $32.5M .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Common Shares Owned | 6,464,764 |
| Additional Underlying Stock Units (incl. unvested RSUs/PSUs, deferred stock units, 401(k) share equivalents) | 721,800 |
| Total Beneficial Ownership (Shares) | 7,186,564 |
| % of Shares Outstanding | <1% (individuals) |
| Stock Ownership Guideline (CEO) | ≥1,000,000 shares or ≥$75M; retain 75% of net shares post-guideline |
| Compliance with Ownership Guidelines | Exceeds guideline (6.46M owned vs 1.0M requirement) |
| Anti-Hedging/Pledging | Prohibited for OC and Board (no margin or pledging; no hedging) |
| Outstanding Equity Awards (as of 12/31/2024) | Count/Terms | Market Value |
|---|---|---|
| SARs (grant 7/20/2021; strike $148.73; exercisable year 5; expire 7/20/2031) | 1,500,000 unexercisable | $136,470,000 |
| Unvested “shares or units” | 295,811 (footnote b) | $70,908,855 |
| Unearned PSUs (not yet vested) | 583,394 | $139,845,376 |
| 2024 Stock Vesting | 292,667 shares vested; $57,260,271 value realized |
Vesting schedules: PSUs cliff-vest in year three (with dividend equivalents), followed by a two-year holding period; SARs become exercisable in year five; RSUs are not part of CEO annual awards .
Employment Terms
- Employment agreement: No employment agreement; CEO serves at the pleasure of the Board .
- Severance: Covered by broad-based U.S. Severance Pay Plan; capped at one-year salary up to $400,000 (Dimon: $400,000) .
- Change-of-control: No golden parachutes; NEOs are not entitled to accelerated cash/equity payments upon change in control .
- Government Office provision: Continued vesting for covered government service (full-career eligible executives already continue vesting); acceleration only if required by ethics/conflict laws; no 2024 benefits under this provision .
- Clawbacks: Robust recovery provisions on both cash and equity for restatement, misconduct, risk-related issues, materially inaccurate metrics, protection-based vesting, including thresholds (e.g., negative pre-tax pre-provision income in any vesting year; 15% cumulative ROTCE over 3 years for third-year vest; SARs include 20% cumulative ROTCE 4-year threshold before exercisability) . NYSE Rule 10D-1 recovery policy adopted and filed as Exhibit 97 to 2024 Form 10-K; no clawbacks taken from OC members in 2024 .
Board Governance (including dual-role implications)
- Role and independence: Dimon is combined Chair & CEO; all other directors are independent; Board meets in executive session of independent directors at each regular meeting; Lead Independent Director (Stephen B. Burke) acts as strong counterbalance with robust responsibilities including agenda approval, executive session leadership, shareholder engagement, CEO performance review and succession oversight .
- Board service history: Director since 2004; Chairman since 2006; no committee memberships listed for the CEO (principal standing committees are independent-only) .
- Dual-role policy: The Board has a general policy to separate Chair and CEO upon the next CEO transition, subject to fiduciary judgment at that time; Board annually reviews leadership structure and recently reaffirmed the combined structure with an independent Lead Director .
- Attendance and cadence: In 2024, the full Board met 10 times (8 regular, 2 special); each director attended ≥75% of Board/committee meetings; 8 executive sessions of independent directors; 41 principal standing committee meetings; 8 specific purpose committee meetings .
- Committee leadership: CMDC chaired by Stephen B. Burke; Risk chaired by Linda B. Bammann; Audit chaired by Mark A. Weinberger; Corporate Governance & Nominating chaired by Todd A. Combs; Public Responsibility chaired by Mellody Hobson .
Director Compensation (Program Overview for Non-Employee Directors)
| Component | Amount |
|---|---|
| Annual Board Cash Retainer | $110,000 |
| Lead Independent Director Retainer | $35,000 |
| Audit/Risk Committee Chair Retainer | $30,000 |
| Audit/Risk Committee Member Retainer | $20,000 |
| Other Committee Chair Retainer | $20,000 |
| Annual Deferred Stock Unit Grant | $265,000 |
| Bank Board Retainer | $20,000 |
Stock ownership/retention: Directors must retain all shares purchased or received for service while on the Board; no hedging or pledging of personally held shares .
Compensation Structure Analysis and Peer Benchmarking
- Pay mix shifts: CEO equity is entirely PSUs; no RSUs; cash consistently among lowest vs peers (2024 total cash well below $10M peer CEO median) .
- Performance metric rigor: PSU payout conditioned on both absolute and relative ROTCE (0%–150%); protection-based vesting includes negative PPI and cumulative ROTCE hurdles .
- Peer group used for benchmarking: American Express, Bank of America, Citigroup, Goldman Sachs, Morgan Stanley, Wells Fargo .
- Say-on-Pay: 91% shareholder support in 2024 reflecting alignment of performance and pay practices .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for executives and directors (alignment positive) .
- Golden parachutes: None; change-of-control provides no special payments (shareholder-friendly) .
- Employment contracts: None; at-will service (Board can remove CEO by majority) .
- Clawback enforcement: No recoveries taken from OC members in 2024; robust policies in place .
Performance & Track Record Signals
- Financial outcomes: Record 2024 managed revenue $180.6B; record net income $58.5B; ROTCE 22%; dividend increased to $1.25 .
- TSR outperformance: +211 and +278 points vs S&P Financials and KBW Banks over 10 years .
- PSU peers’ ROTCE rarity: ≥18% ROTCE is rare; JPM achieved it 5 times in last 10 years vs 7 times combined across 10 PSU peers .
Vesting Schedules and Insider Selling Pressure
- Upcoming events: CEO PSUs cliff-vest three years post-grant with a two-year hold; 2024 grants (for 2023 performance) vest 3/25/2027; 2025 awards (for 2024 performance) are PSUs with similar structure. SARs granted 7/20/2021 become exercisable on 7/20/2026, creating a potential exercise window; in-the-money value as of 12/31/2024 was $136.47M .
- 2024 vesting realized: 292,667 shares vested with $57.26M realized value; CEO must retain 75% of net shares, mitigating near-term selling pressure .
Equity Ownership & Alignment (Summary)
- Beneficial ownership: 6.46M common shares; total beneficial (incl. units) 7.19M; <1% of outstanding shares; ownership guidelines require ≥1.0M shares or ≥$75M—exceeded .
Employment & Contracts (Severance/COC Economics)
- Severance: $400,000 under broad-based plan; continued vesting for certain departures (e.g., full-career eligible resignation, disability) per award terms; death accelerates restrictions lapse; no added equity grants upon termination .
- Change-of-control: No accelerated cash/equity for NEOs; no golden parachute agreements .
Compensation Committee Analysis
- Composition and independence: CMDC chaired by Lead Independent Director Stephen B. Burke; members include independent directors (e.g., Linda B. Bammann, Todd A. Combs, Virginia M. Rometty), with CMDC overseeing pay philosophy, pool sizing, award design, and recovery provisions .
- Process: Holistic evaluation across four dimensions; ~50% weight to business results and ~50% to qualitative factors; annual pay mix decisions emphasize equity at-risk .
Investment Implications
- Alignment: Heavy PSU weighting, stringent ROTCE-based payouts, multi-year vesting, and strong anti-hedge/pledge policies align CEO incentives with long-term ROE/ROTCE and TSR; 2024 say-on-pay at 91% supports governance confidence .
- Retention risk: Low—significant share ownership (6.46M) and ongoing PSU holdings/holds; at-will status is balanced by robust succession planning and Board oversight .
- Trading signals: Watch July 2026 when 2021 SARs become exercisable; potential exercise could add supply, though protection-based vesting and post-vest retention reduce immediate sales; sizable annual PSU vest events occur in late Q1 (e.g., March), with a two-year hold .
- Governance: Combined Chair/CEO is counterbalanced by a strong Lead Independent Director and independent committees; policy contemplates separating roles at next CEO transition, reducing future leadership-structure risk .
All information is sourced from JPMorgan Chase & Co.’s 2025 DEF 14A and related 8-K materials as cited.