Phebe Novakovic
JPMORGAN CHASE &About Phebe N. Novakovic
Independent director of JPMorgan Chase & Co. since 2020; age 67. She is Chairman and Chief Executive Officer of General Dynamics Corporation, with prior senior operating roles at the company. Education: Smith College (undergraduate) and The Wharton School, University of Pennsylvania (MBA). Committee assignments at JPM: Audit Committee and Public Responsibility Committee. The Board has determined she is independent under NYSE and Firm standards and is an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Dynamics Corporation | Chairman & Chief Executive Officer | 2013–present | Leads global aerospace/defense enterprise; oversight of technology, cybersecurity, financials, ESG topics |
| General Dynamics Corporation | President & Chief Operating Officer | 2012 | Enterprise-wide operations leadership |
| General Dynamics Corporation | EVP, Marine Systems | 2010–2012 | Oversight of shipbuilding segment |
| General Dynamics Corporation | SVP, Planning & Development | 2005–2010 | Corporate strategy and M&A planning |
| General Dynamics Corporation | Vice President | 2002–2005 | Senior management responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Dynamics Corporation | Chairman (Director since 2012) | 2013–present | Public company governance; chair leadership |
| Abbott Laboratories | Director | 2010–2021 | Public company governance (former) |
| Association of the United States Army | Chairman, Board of Directors | N/A | Nonprofit leadership; defense community engagement |
| Ford’s Theatre | Chairman, Board of Trustees | N/A | Nonprofit governance |
| Aerospace Industries Association | Vice Chair | N/A | Industry policy/advocacy |
| Business Roundtable | Member | N/A | Corporate policy engagement |
Board Governance
- Committee assignments and expertise: Member, Audit Committee and Public Responsibility Committee; designated by the Board as an SEC-defined “audit committee financial expert.” These roles place her at the center of financial reporting, internal controls, and public responsibility oversight.
- Independence and related-party review: Board determined Ms. Novakovic is independent under NYSE and Firm standards. The Board reviewed ordinary-course relationships, including (i) wholesale/commercial credit and other financial products to General Dynamics and (ii) JPMorgan’s purchases of corporate aircraft and associated maintenance services and parts from General Dynamics subsidiaries; it deemed such relationships immaterial and not impairing independence.
- Attendance and engagement: The Board met 10 times in 2024 (8 regular + 2 special), with executive sessions at each regular meeting led by the Lead Independent Director; each director attended at least 75% of total Board/committee meetings. Audit (15 meetings) and PRC (4 meetings) had substantial workloads in 2024.
- Shareholder engagement signals: Firm reported extensive engagement (approx. 255 engagements covering ~52% of outstanding common) and received 91% Say-on-Pay support in 2024—supportive of governance credibility during her tenure.
Fixed Compensation
| Component | JPM Director Program (2024) | Ms. Novakovic (2024) |
|---|---|---|
| Board annual cash retainer | Up to $110,000 | $130,000 cash fees earned (includes Board/committee service) |
| Committee member fees | Audit/Risk member: $20,000; other committees: no member retainer | Included in cash total above |
| Committee chair fees | Audit/Risk chair: $30,000; other chairs: $20,000 | Not applicable (not a chair) |
| Bank Board retainer | $20,000 (if applicable) | Other fees earned $20,000 (Bank Board and/or specific purpose committees) |
Notes: Directors may be asked to serve on specific purpose committees; a $2,500 per-meeting fee applies (except Omnibus Committee).
Performance Compensation
| Equity Vehicle | Grant Value & Mechanics | Vesting/Distribution | Performance Metrics |
|---|---|---|---|
| Deferred Stock Units (DSUs) | $265,000 annual grant to each eligible non-employee director; DSUs accrue dividend equivalents and have no voting rights | Distributed in JPM common stock upon retirement; director may elect lump sum or up to 15 annual installments starting the January following retirement | None disclosed; director equity is not performance-conditioned (time/deferred structure only) |
Other Directorships & Interlocks
| Organization | Role | Overlap/Interlock with JPM | Governance/Conflict Notes |
|---|---|---|---|
| General Dynamics Corporation | Chairman & CEO; Director since 2012 | JPM provides wholesale/commercial credit and other financial products; JPM also purchases corporate aircraft and associated maintenance services/parts from GD subsidiaries | Board reviewed relationships and determined they are ordinary course and immaterial; independence maintained |
| Abbott Laboratories | Director (former) | None noted | Historical board service only |
Expertise & Qualifications
- Technology and cybersecurity oversight; information security and data management experience as CEO of a complex technology-enabled defense enterprise.
- Finance and accounting acumen; experienced overseeing strategic objectives and financial condition of a large public company.
- Leadership of a large, complex organization; extensive operating experience across divisions.
- ESG oversight perspective via public/private leadership roles (AUSA, AIA, Ford’s Theatre, Business Roundtable).
Equity Ownership
| Holder | Common Stock (#) | SARs/Options Exercisable 60 days (#) | Total Beneficial Ownership (#) | Additional Underlying Stock Units (#) | Total Including DSUs (#) |
|---|---|---|---|---|---|
| Phebe N. Novakovic | 545 | — | 545 | 11,090 | 11,635 |
Ownership policies:
- Directors must retain all shares acquired via Board service while serving; directors may not hedge or pledge Firm shares; DSUs accrue dividend equivalents until distribution.
Insider Activity
- Director equity is delivered primarily via annual DSU grants; no open-market purchases/sales are disclosed in the 2025 Proxy’s director compensation and security ownership sections.
- Example of ongoing reporting: A Form 4 was filed naming Phebe N. Novakovic as reporting person (2025), reflecting director equity activity; see SEC for details.
Governance Assessment
- Strengths supporting investor confidence:
- Deep operating expertise and governance acumen; serves on Audit and PRC with designation as Audit Committee Financial Expert—enhancing financial reporting and controls oversight.
- Independence affirmed by the Board after review of ordinary-course relationships; 100% independence across principal standing committees and regular executive sessions aid independent oversight.
- Strong attendance culture and substantial committee workload (Audit met 15x, PRC 4x in 2024), indicating active engagement.
- Director pay mix tied to equity via DSUs and strict anti-hedging/pledging provisions—aligns with shareholders without encouraging short-termism.
- Watch items / potential conflicts (manage and monitor):
- Related-party exposure via General Dynamics (customer and supplier) creates perceived conflict risk; the Board deemed these relationships ordinary course and immaterial, but continued monitoring of transaction scope and terms is prudent.
- Ownership alignment at JPM is weighted toward deferred stock units with a relatively small level of directly owned common shares as of the record date; DSU structure still aligns economic interests but some investors prefer larger direct share ownership.
- Broader shareholder sentiment:
- Robust shareholder outreach and 91% Say-on-Pay support in 2024 suggest overall confidence in JPM’s governance and compensation framework during her tenure.