Mellody Hobson

About Mellody Hobson

Mellody Hobson (age 56) is Co‑Chief Executive Officer and President of Ariel Investments, LLC, and has served as an independent director of JPMorgan Chase since 2018. She chairs the Public Responsibility Committee (PRC) and is a member of the Risk Committee, bringing asset‑management, risk oversight, and governance expertise; education: Princeton University (School of Public and International Affairs) .

Past Roles

External Roles

Board Governance

• Committee assignments (current): Chair, Public Responsibility Committee; Member, Risk Committee; Member, Markets Compliance Committee (Specific Purpose Committee “A”) .
• Independence: Board determined Ms. Hobson to be independent under NYSE and firm standards; relationships with Ariel Investments (and certain entities of her spouse and related trusts) were reviewed and deemed immaterial .
• Attendance and engagement: In 2024 the Board held 10 meetings (8 regular, 2 special); each director attended ≥75% of total Board and committee meetings. PRC met 4x and Risk met 8x in 2024, indicating substantive oversight cadence .
• PRC remit: Community investing and fair lending; political contributions and lobbying priorities; sustainability; consumer practices and related reputational risks—areas Ms. Hobson oversees as Chair .
• Shareholder engagement context: Firm reported 91% Say‑on‑Pay support at 2024 meeting; ~255 shareholder/stakeholder engagements representing ~52% of shares outstanding—context for board responsiveness culture .

Fixed Compensation (Director – 2024)

Directors may defer cash into plan equivalents; reimbursements/insurance as disclosed; distribution and deferral mechanics described in proxy .

Performance Compensation (Director – 2024)

Other Directorships & Interlocks

• Current U.S.-listed public company directorships: None (per nominees table) .
• Prior U.S.-listed public company directorships (last 5 years): Starbucks Corporation (2005–2025) .
• Related‑party/Interlocks:
  • Ordinary‑course financial services provided to Ariel Investments, LLC (where Ms. Hobson is Co‑CEO/President), its subsidiaries/affiliates/funds; also to certain entities wholly owned by her spouse and related trusts; reviewed in independence assessment and deemed immaterial .
  • JPM agreed to co‑invest up to $200M alongside Ariel’s Project Black Fund; no fees between JPM and Ariel for this program; not material to Ms. Hobson or Ariel; no co‑investments made in 2024 .

Expertise & Qualifications

• Asset management leadership; risk management and controls; public company governance; ESG and inclusive economic growth; financial acumen; Princeton SPIA graduate—aligned with PRC and risk oversight mandates .

Equity Ownership

Insider Trades (Form 4 events – awards/dividend equivalents)

Recent activity reflects quarterly DSU/common stock awards and dividend equivalents; the 2025‑01‑21 grant aligns with the $265k annual award sizing. Post‑transaction ownership indicates accretion. Selected events below (chronological):

Note: Insider transactions table above reflects specific Form 4 entries; the proxy’s beneficial ownership table (as of 2/28/2025) reports a higher share count, which includes additional holdings/units per SEC definitions .

Governance Assessment

• Strengths
  • Independent, financially sophisticated asset‑management executive aligned with PRC and risk oversight; PRC chair role directly covers sensitive topics: political activity, fair lending, consumer practices, and sustainability—key reputation and regulatory areas for a G‑SIB .
  • Robust alignment policies: directors retain shares during service; anti‑hedging and anti‑pledging; meaningful personal ownership and ongoing DSU accumulation support long‑term alignment .
  • Board determined independence after reviewing ordinary‑course transactions with Ariel, spouse‑affiliated entities, and the Ariel Project Black co‑invest structure; relationships deemed immaterial; no 2024 co‑investments occurred .
  • Board/committee attendance threshold met; PRC and Risk Committee meeting cadence indicates substantive engagement in risk, conduct, and public responsibility oversight .
• Watch items / potential conflicts
  • JPM’s agreement to co‑invest up to $200M alongside Ariel’s Project Black Fund creates a related‑party adjacency; while non‑fee, immaterial, and inactive in 2024, continued monitoring is prudent for transaction execution, fee economics, valuation governance, and recusal protocols if future co‑invests occur (Board independence affirmed) .
  • Ordinary‑course services to Ariel and certain spouse‑affiliated entities were disclosed; maintain oversight under the Related Persons Policy for any change in scope or terms .

Overall, Ms. Hobson’s committee leadership and ownership posture support investor confidence; the disclosed Ariel‑related exposures are governed by policy and oversight with independence affirmed by the Board .

Citations:

• Director background, roles, age, education, committee assignments:
• Independence determination and reviewed relationships:
• Board/committee meetings and attendance:
• Director compensation structure and amounts:
• Ownership, holding/anti‑hedging policies:
• Related‑party policy and Project Black co‑invest disclosure:
• Shareholder engagement/Say‑on‑Pay: