Michele Buck
JPMORGAN CHASE &About Michele Buck
Michele G. Buck, age 63, joined JPMorgan Chase & Co.’s Board on March 17, 2025 and is a member of the Audit Committee, where she is designated an SEC “audit committee financial expert.” She is Chairman, President and CEO of The Hershey Company and holds a B.S. from Shippensburg University and an MBA from UNC Chapel Hill. The Board has affirmatively determined she is independent under NYSE and JPMorgan Chase standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hershey Company | Chairman of the Board | Since 2019 | Corporate governance leadership; stakeholder engagement as Chair |
| The Hershey Company | President & CEO | Since 2017 | Strategic leadership; finance oversight; succession and organizational matters |
| The Hershey Company | EVP & COO | 2016–2017 | Enterprise operations; strategy execution |
| The Hershey Company | President, North America | 2013–2016 | North America P&L leadership |
| The Hershey Company | SVP, Global Chief Growth Officer | 2011–2013 | Growth strategy; portfolio development |
| The Hershey Company | SVP, Global Chief Marketing Officer | 2005–2011 | Brand strategy; marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Hershey Company | Director; Chairman | Director since 2017; Chairman since 2019 | U.S.-listed public company directorship |
| New York Life Insurance Company | Former Board Member | Not specified | Prior board experience (non-public-company) |
| The Business Council | Member | Current | Executive network membership |
| American Society of Corporate Executives | Member | Current | Executive network membership |
| Children’s Brain Tumor Foundation | Past Benefit Co-Chair | Prior | Philanthropic leadership |
Board Governance
- Committee assignment: Audit Committee; the Board determined each member, including Ms. Buck, to be an SEC “audit committee financial expert.”
- Independence: The Board determined Ms. Buck and all non-management directors are independent; relationships with Hershey (credit/financial services) were reviewed and deemed immaterial.
- Tenure and refreshment: Elected effective March 17, 2025 as part of recent board refresh; Governance Committee led recruitment and evaluation.
- Board activity context: Audit Committee held 15 meetings in 2024; the full Board held 10 meetings (including 8 executive sessions of independent directors) and each director attended at least 75% of meetings on which they served.
Fixed Compensation
JPMorgan Chase non-employee director compensation framework (2024 basis; amounts applicable to directors serving during that year):
| Component | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 110,000 | Standard director cash retainer |
| Lead Independent Director retainer | 35,000 | Additional cash retainer for LID |
| Audit/Risk Committee chair retainer | 30,000 | Annual cash retainer for chairs |
| Audit/Risk Committee member retainer | 20,000 | Annual cash retainer per committee membership |
| Other committee chair retainer | 20,000 | Annual cash retainer |
| Deferred Stock Unit (DSU) annual grant | 265,000 | Paid in DSUs; grant distributed after Board retirement per election |
| Bank Board retainer | 20,000 | JPMorgan Chase Bank, N.A. Board service |
| Bank Board chair retainer | 30,000 | Additional cash retainer |
| 2024 DSU grant details | $265,000 at $166.1950/share | Grant date January 16, 2024; all such awards vested for 2024 recipients |
DSU distributions occur in stock post-retirement, either lump sum or annual installments up to 15 years.
Performance Compensation
Directors receive equity via DSUs (not performance-conditioned). For context on firm performance-linked equity design used for executives (not granted to directors):
| Metric/Feature | Detail |
|---|---|
| PSU performance measure | Absolute and relative ROTCE; payout range 0–150% based on 3-year performance |
| Holding period | Two-year post-vest holding following the three-year performance period |
| Cash vs equity mix | Executives’ variable pay weighted to equity; CEO’s variable equity 87% PSUs in 2024 |
| Pay-for-performance alignment | CMDC applies balanced framework; significant shortcomings can reduce variable comp without limit |
Other Directorships & Interlocks
| Company | Role | Dates | Interlock/Exposure |
|---|---|---|---|
| The Hershey Company | Chairman; President & CEO | Chair since 2019; CEO since 2017 | JPM extends credit/financial services to Hershey and subsidiaries in ordinary course; Board determined immaterial and no independence impairment |
Expertise & Qualifications
- Finance and accounting: Strategic financial management expertise as Hershey CEO; board-level financial oversight.
- Leadership of large, complex organizations: Led global consumer-facing enterprise with long-term strategy execution.
- Public company governance: Governance leadership as Hershey Chair; experience with complex stakeholder structures.
- Human capital management: Succession planning, compensation, and organizational leadership at C-suite and board levels.
- Education: B.S. Shippensburg University; MBA University of North Carolina at Chapel Hill.
Equity Ownership
| Holder | Common Stock (#) | SARs/Options Exercisable within 60 days (#) | Additional Underlying Stock Units (#) | Total Beneficial Ownership (#) |
|---|---|---|---|---|
| Michele G. Buck | 5 | — | — | 5 |
- Director stock policies: Directors must retain all shares acquired during Board service; no hedging or pledging of shares held personally.
Governance Assessment
- Positive signals: Independent status affirmed despite Hershey relationships; Audit Committee membership with “financial expert” designation enhances financial oversight; robust anti-hedging/anti-pledging policy and director share retention requirements support alignment.
- Watch items: Ordinary-course financial relationships between JPM and Hershey warrant ongoing monitoring for conflicts, though Board determined them immaterial and consistent with policy; early-stage JPM share ownership (5 shares) should accrete via DSU grants and retention policy to strengthen alignment over time.
- Board effectiveness context: High committee cadence (Audit: 15 meetings in 2024) and strong attendance norms support governance rigor as Ms. Buck integrates into Board processes following March 2025 appointment.