Mark Weinberger
JPMORGAN CHASE &About Mark A. Weinberger
Independent director (since 2024) and Audit Committee Chair at JPMorgan Chase & Co.; age 63 as of the 2025 proxy. Former Global Chairman & CEO of EY (Ernst & Young), with deep finance, audit, and tax expertise and prior senior U.S. government policy roles in Treasury and the Senate. JPM’s Board has determined he is independent and an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY (Ernst & Young) | Global Chairman & Chief Executive Officer | 2013–2019 | Led 270,000+ people in 150+ countries; finance/accounting leadership |
| EY (Ernst & Young) | Member, Global Executive Board | 2008–2019 | Global leadership/strategy |
| U.S. Department of Treasury | Assistant Secretary (Tax Policy) | 2001–2002 | Senior tax policymaker |
| U.S. Senate | Chief Tax & Budget Counsel | 1991–1994 | Legislative tax/budget counsel |
| U.S. Social Security Administration | Advisory Board Member | 2000 | Federal advisory role |
| Presidential Appointments | President’s Strategic & Policy Forum | 2017 | Economic policy advisor |
| Presidential Appointments | President’s Infrastructure Task Force | 2015–2016 | Infrastructure policy advisor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johnson & Johnson (NYSE: JNJ) | Director | Since 2019 | U.S.-listed public company directorship |
| MetLife, Inc. (NYSE: MET) | Director | Since 2019 | U.S.-listed public company directorship |
| Saudi Arabian Oil Co. (Saudi Aramco) | Director | Since 2019 | Non-U.S.-listed public company directorship |
| Accelerate Acquisition Corp. | Director | 2021–2022 | Former U.S.-listed SPAC directorship |
| JUST Capital; National Bureau of Economic Research | Board Member | Not stated | Non-profit/other roles |
Board Governance
- Committee assignments and roles
- Audit Committee Chair; current committee membership confirms chair role .
- Determined by the Board to be an audit committee financial expert (SEC definition) .
- Independence and attendance
- Classified as independent under NYSE and Firm standards; Board assessed only immaterial relationships .
- All directors attended at least 75% of Board/committee meetings in 2024 .
- Engagement and oversight cadence
- Audit Committee held 15 meetings in 2024; oversees external auditor, internal audit, controls, and related conduct/reputational risks .
- Executive sessions of independent directors at each regular Board meeting; 100% independence on principal standing committees .
- Tenure: JPM director since 2024; part of continuing board refreshment .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $143,022 |
| Other fees (e.g., Bank Board or Specific Purpose Committee service) | $19,176 |
| Total cash-related fees | $162,198 |
| 2024 Stock award (Deferred Stock Units) | $265,000 |
| Total 2024 Director Compensation | $427,198 |
Director program terms (structure):
- Standard annual cash Board retainer up to $110,000; Audit Committee chair retainer $30,000; Audit/Risk member retainer $20,000; other committee chair retainer $20,000; annual DSU grant $265,000; Bank Board retainer $20,000; Bank Board chair retainer $30,000; JPMS plc chair retainer reflected separately when applicable .
- Specific Purpose Committee meeting fee $2,500 per meeting (except Omnibus Committee) .
Performance Compensation
| Feature | Disclosure |
|---|---|
| Equity type | Deferred Stock Units (DSUs); no voting rights; dividend equivalents paid in DSUs |
| 2024 grant value and grant mechanics | $265,000 grant to each eligible non-employee director on January 16, 2024; grant-date FMV per share $166.1950 |
| Vesting/holding | DSUs distributed after Board retirement (lump sum or installments up to 15 years, elected by director) |
| Performance metrics | None disclosed for director DSUs; awards are not performance-conditioned |
| Hedging/pledging | Prohibited for shares held by directors; retention of all JPM shares acquired via service while on Board |
Other Directorships & Interlocks
| Company | Status | Potential Interlock/Notes |
|---|---|---|
| Johnson & Johnson (JNJ) | Current director | Not identified in JPM’s independence review list for ordinary-course wholesale/commercial credit; Board affirmed independence |
| MetLife (MET) | Current director | Same as above |
| Saudi Aramco | Current director (non-U.S.) | Non-U.S.-listed; not referenced in JPM related-party summary; independence affirmed |
| Accelerate Acquisition Corp. | Former director | 2021–2022 |
Board affirmed that each non-management director, including Mr. Weinberger, had only immaterial relationships with the Firm and is independent; any qualifying related person transactions are reviewed under the Firm’s Related Persons Policy .
Expertise & Qualifications
- Distinctive finance, tax, and accountancy expertise; former EY Global Chairman & CEO; leadership of large, complex global organization .
- Regulated industries and public policy experience (Treasury Assistant Secretary; Senate counsel; Presidential advisory roles) .
- ESG perspective via leadership roles at JUST Capital, Council for Inclusive Capitalism, and WEF; Audit Committee financial expert designation at JPM .
- Education: Emory University (undergraduate); MBA and JD (Case Western Reserve University); LL.M. in Taxation (Georgetown University Law Center) .
Equity Ownership
| Metric | Amount |
|---|---|
| Common Stock owned (beneficial) | 500 shares |
| SARs/Options exercisable within 60 days | 0 |
| Additional underlying stock units (incl. deferred units) | 2,643 |
| Total (common + additional underlying units) | 3,143 |
| Ownership as % of shares outstanding | <1% (each director individually) |
| Pledging/Hedging | Prohibited for directors; retention policy in effect |
Governance Assessment
- Strengths for board effectiveness
- Deep audit, accounting, and tax expertise; designated audit committee financial expert; chairs Audit Committee that met 15 times in 2024, indicating active oversight of financial reporting, internal controls, and auditor independence .
- Clear independence status affirmed by the Board after review of relationships; principal standing committees 100% independent; executive sessions at every regular Board meeting .
- Alignment via equity-based DSUs and strict anti-hedging/anti-pledging and retention provisions; transparent director pay structure with a sizable equity component .
- Potential risk indicators/considerations
- Multiple major-board commitments (JNJ, MET, Saudi Aramco) can invite investor scrutiny on bandwidth; JPM states it imposes limits on board and audit committee memberships and conducts annual leadership/committee reviews; no overboarding or independence concerns are flagged in the proxy .
- Ordinary-course consumer credit relationships for certain directors are disclosed and assessed as immaterial; related person transactions are governed by a formal policy and routed to the Governance Committee as needed .
Shareholder sentiment context: JPM received 91% support on Say-on-Pay at the 2024 annual meeting, and the Board maintains active shareholder engagement; while not specific to Mr. Weinberger, it supports broader investor confidence in governance and oversight .