Jennifer Piepszak
JPMORGAN CHASE &About Jennifer Piepszak
Chief Operating Officer of JPMorgan Chase & Co. (effective Jan 2025), previously Co-CEO of the Commercial & Investment Bank (Jan 2024–Jan 2025) and Co-CEO of Consumer & Community Banking (May 2021–Jan 2024); earlier served as Firm CFO (May 2019–May 2021) and held senior CCB and Investment Bank finance roles . Under her leadership tenures, CCB delivered $70.1B revenue, $21.2B net income and 38% ROE in 2023 with #1 U.S. retail deposit share and #1 U.S. card issuer status . Firm-wide, 2024 marked record results with $180.6B managed revenue, $58.5B net income, and 22% ROTCE, while the CIB produced $70.1B revenue, $24.8B net income and 18% ROE with #1 global IB fees and Markets leadership .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chief Operating Officer | Jan 2025–present | Elevated in succession planning; broad firmwide execution oversight . |
| JPMorgan Chase & Co. | Co-CEO, Commercial & Investment Bank | Jan 2024–Jan 2025 | Led expanded CIB; continued #1 IB fees and Markets revenue . |
| JPMorgan Chase & Co. | Co-CEO, Consumer & Community Banking | May 2021–Jan 2024 | Drove CCB growth; $70.1B revenue, $21.2B NI, 38% ROE; executed First Republic integration . |
| JPMorgan Chase & Co. | Chief Financial Officer | May 2019–May 2021 | Firmwide financial leadership . |
| JPMorgan Chase & Co. | CEO, Card Services | Prior to 2019 (not specified) | Growth in card franchise . |
| JPMorgan Chase & Co. | CEO, Business Banking | Prior to 2019 (not specified) | Small business leadership . |
| JPMorgan Chase & Co. | CFO, Mortgage Banking | Prior to 2019 (not specified) | Mortgage finance leadership . |
| JPMorgan Chase & Co. (Investment Bank) | Finance roles | First 17 years at JPMC (not specified) | IB finance foundation . |
External Roles
No external public company directorships or outside roles disclosed in the proxy biography .
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base salary ($) | $750,000 | $750,000 | $750,000 |
| Cash incentive/bonus ($) | $6,300,000 | $6,700,000 | $7,100,000 |
| Total reported “annual compensation” ($) | $16,500,000 | $17,500,000 | $18,500,000 |
Performance Compensation
| Award | Grant date | Units | Grant-date fair value ($) | Vesting |
|---|---|---|---|---|
| RSUs (for 2022 performance) | Jan 17, 2023 | 35,796 | 5,025,000 | 50% on Jan 13, 2025; 50% on Jan 13, 2026 |
| PSUs (for 2022 performance) | Jan 17, 2023 | Target 35,796; Max 53,694 | 5,025,000 | Cliff vest Mar 25, 2026; 2-year post-vest hold |
| RSUs+PSUs (for 2023 performance) | Jan 16–17, 2024 | 64,082 total units (split RSUs/PSUs) | 10,650,000 | Standard OC schedules (RSUs generally 2-year installments; PSUs 3-year performance + 2-year hold) |
PSU design and payout mechanics:
- Metric: Absolute and relative ROTCE; payout range 0–150% of target; single 3-year performance period; 2-year holding requirement post-vesting .
- Pay mix for OC (ex-CEO/President): 40% cash, 30% RSUs, 30% PSUs; CEO/President cash capped at 25%, all equity in PSUs .
Stock vested (realized) during 2023:
| Metric | 2023 |
|---|---|
| Shares vested (PSUs/RSUs) | 55,794 |
| Value realized ($) | 7,269,634 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership – common shares | 32,819 shares (as of Feb 29, 2024) . |
| Additional underlying stock units (unvested RSUs/PSUs, deferrals, 401k equivalents) | 211,147 units (as of Feb 29, 2024) . |
| Total beneficial + underlying | 243,966 (less than 1% of outstanding) . |
| Outstanding unvested RSUs at 12/31/2023 | 118,042 units; ~$20,078,944 market value . |
| Outstanding unearned PSUs at 12/31/2023 | 103,636 units; ~$17,628,484 market value . |
| Stock ownership guidelines (OC) | Must accumulate 200k–400k shares or $10–$30m (CEO: 1m shares/$75m); retain 75% of net shares until guideline met, then 50% thereafter (CEO 75%); no hedging/pledging of shares . |
| Pledging/Hedging | Prohibited for OC members; shares may not be held on margin or hedged . |
Implications for insider selling pressure:
- Near-term RSU vest tranches from Jan 2023 awards (Jan 2025 and Jan 2026) could create liquidity windows; PSUs from Jan 2023 awards vest Mar 2026 with a required 2-year hold (transferability in 2028) .
Employment Terms
| Scenario (as of 12/31/2023) | Severance and other ($) | RSUs ($) | PSUs ($) | Change-in-control |
|---|---|---|---|---|
| Involuntary termination without cause | 400,000 | 13,397,927 | 18,433,334 | None payable |
| Resignation per Full-Career Eligibility | — | 13,397,927 (continue to vest) | 18,433,334 (continue to vest) | — |
| Disability | — | 13,397,927 | 18,433,334 | — |
| Death | — | 13,397,927 | 21,314,267 | — |
Key terms and protections:
- No golden parachute agreements; broad-based severance plan; no special severance—capped by service (max 52 weeks) .
- Full-Career Eligibility: continued vesting if in good standing and not working for a financial services firm or in her profession during vesting period (government/education/non-profit permitted) .
- Robust clawback provisions allow cancellation, reduction, or recoupment; strong anti-hedging/anti-pledging provisions .
Compensation Structure Analysis
- At-risk pay: For performance year 2023, equity comprised ~60% of variable comp split evenly between RSUs and PSUs, directly tying outcomes to share price and ROTCE performance (0–150% PSU payout) .
- Year-over-year trajectory: 2021–2023 total annual comp increased from $16.5M → $18.5M alongside CCB outperformance, consistent with JPM’s holistic, multi-dimensional pay framework (50% business results; 50% risk/controls, client/stakeholder, leadership) .
- Governance alignment: No options granted in 2023; no repricing; majority equity deferral and multi-year vesting mitigate risk-taking incentives .
Performance & Track Record
- CCB performance (Co-CEO tenure): $70.1B revenue, $21.2B net income, 38% ROE in 2023 with #1 U.S. retail deposit share (11.3%) and #1 U.S. card issuer by sales and outstandings; began integration of First Republic Bank .
- Firm performance context: 2024 delivered record managed revenue of $180.6B, record net income of $58.5B, ROTCE 22%; CIB delivered $70.1B revenue and $24.8B net income with #1 ranks in IB fees and Markets .
- Succession signal: Elevated to COO in Jan 2025 as part of Board-managed medium-term CEO succession planning process .
Compensation Peer Group and Say-on-Pay
- Primary peer group for benchmarking: American Express, Bank of America, Citigroup, Goldman Sachs, Morgan Stanley, Wells Fargo .
- Say-on-Pay outcomes: 91% shareholder support for 2024 proposal; Board cites continued deep support for pay-for-performance program .
Risk Indicators & Red Flags
- No pledging/hedging; strong clawbacks; no special severance or golden parachute; no option repricings reported .
- Potential selling pressure concentrated around scheduled RSU vests (Jan 2025/2026) and PSU vest (Mar 2026, with 2-year hold) .
- Related-party or legal matters specific to Ms. Piepszak not disclosed in the proxy sections reviewed.
Investment Implications
- Alignment: High equity deferral, ROTCE-based PSUs, stringent ownership/retention (10x–30x salary guidelines) and anti-pledging create strong shareholder alignment and reduce risk of misaligned incentives .
- Retention risk: Moderate-to-low near term given sizable unvested RSUs/PSUs and recent promotion to COO; continued vesting under full-career eligibility further supports retention .
- Trading signals: Anticipate episodic supply around RSU vests (Jan 2025/2026) and PSU vesting/transferability timeline (performance vest Mar 2026; transferability post-hold in 2028), subject to personal trading windows and retention requirements .
- Execution: Track firm/LOB ROTCE against PSU targets and CIB/CCB operating metrics; her elevated operating remit within succession planning suggests continuity of JPM’s disciplined performance and control culture .