Stephen Burke
JPMORGAN CHASE &About Stephen B. Burke
Stephen B. Burke (age 66) is JPMorgan Chase & Co.’s Lead Independent Director (since 2021) and has served on the Board since 2004; he is the retired Chairman and CEO of NBCUniversal and a senior advisor to Comcast . He is independent under NYSE and JPM independence standards; the Board reaffirmed all non-management directors, including Mr. Burke, are independent for 2025 . He was re-appointed Lead Independent Director in March 2025 following the Board’s annual leadership review . He also serves as the independent Chair of the Board of JPMorgan Chase Bank, N.A. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBCUniversal, LLC / NBCUniversal Media, LLC | CEO & President; later Chairman | 2011–2019 (CEO/Pres); 2020 (Chairman) | Led large, complex media business; governance and stakeholder engagement |
| Comcast Corporation | Senior Advisor | Since 2021 | Ongoing advisory role |
| Comcast (Cable/Corp) | COO; President, Comcast Cable | 2004–2011 (COO); 1998–2010 (Cable President) | Operational leadership at scale |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Berkshire Hathaway Inc. | Director (U.S.-listed) | Since 2009 | Current public company directorship |
| Snowflake Inc. | Director (U.S.-listed) | 2023–2024 | Prior public board service |
| Children’s Hospital of Philadelphia | Chairman | Not specified | Non-profit governance |
Board Governance
- Roles and committees: Lead Independent Director; Chair, Compensation & Management Development Committee (CMDC); member, Corporate Governance & Nominating Committee . He is also independent Chair of the national bank subsidiary board .
- Lead Independent Director responsibilities include approving agendas, leading executive sessions, engaging shareholders, guiding CEO evaluation/compensation and succession, and calling meetings of independent directors; Board reaffirmed Mr. Burke in March 2025 .
- Attendance and meeting cadence: In 2024 the full Board met 10 times; each director attended at least 75% of aggregate Board and committee meetings . All directors serving at the time attended the 2024 annual meeting .
- Committee system: Five principal standing committees (Audit; CMDC; Governance; Risk; Public Responsibility) are 100% independent; CMDC oversight includes executive development/succession, compensation programs, culture, and conduct risk within its scope .
Fixed Compensation
| Component (Director Pay Framework) | Amount (USD) | Notes |
|---|---|---|
| Board annual cash retainer | $110,000 | Standard non-employee director retainer (2024 schedule) |
| Lead Independent Director retainer | $35,000 | Additional retainer for LID |
| Committee chair retainers | $20,000 (non-Audit/Risk); $30,000 (Audit/Risk) | CMDC chair fee applicable to Mr. Burke |
| Bank Board retainer | $20,000 | For service on JPMorgan Chase Bank, N.A. board |
| Bank Board Chair retainer | $30,000 | For chairing the Bank Board |
| Specific Purpose Committee meeting fee | $2,500 per meeting | Markets Compliance/Omnibus (no fee for Omnibus) |
2024 actual paid to Stephen B. Burke:
- Fees earned or paid in cash: $165,000; Stock award: $265,000; Other fees (Bank board/specific purpose): $70,000; Total: $500,000 .
Performance Compensation
| Equity Element | Grant Value | Instrument | Vesting/Delivery | Other Terms |
|---|---|---|---|---|
| Annual director equity | $265,000 | Deferred stock units (DSUs) | Distributed in stock after Board retirement (lump sum or up to 15 annual installments) | DSUs accrue dividend equivalents; no voting rights |
- Director equity is not performance-conditioned; the Board links a “significant portion” of director compensation to firm performance via stock-based DSUs and strict share-retention and anti-hedging/pledging policies for directors .
Other Directorships & Interlocks
| Company | Relationship to JPM | Potential Interlock Consideration | Board’s Independence Determination |
|---|---|---|---|
| Berkshire Hathaway Inc. (Mr. Burke is a director) | JPM purchased private aviation and certain aircraft-related services from Berkshire subsidiaries; also professional services related to corporate-owned aircraft | Ordinary-course goods/services with major client/supplier footprint | Board reviewed and determined these relationships were immaterial; Mr. Burke remains independent |
| Family employment | Son-in-law employed by JPM since 2021; non-executive; 2024 compensation < $120,000 | Potential related-person relationship | Reviewed and deemed immaterial; independence maintained |
Expertise & Qualifications
- Corporate governance and stakeholder engagement; human capital and succession; leadership of large, complex organizations; strong financial acumen from executive roles .
- Education: Colgate University; MBA, Harvard Business School .
- Board skills matrix: finance/accounting; leadership; public company governance; HCM; international operations; regulated industries; risk/control; technology/ESG (overall Board view; Mr. Burke’s profile emphasizes governance, HCM, leadership, and finance) .
Equity Ownership
| Holder | Common Stock (#) | SARs/Options Exercisable 60d (#) | Total Beneficial Ownership (#) | Additional Underlying Stock Units (#) | Total Including Units (#) |
|---|---|---|---|---|---|
| Stephen B. Burke | 107,334 | — | 107,334 | 150,226 | 257,560 |
- Ownership as % of outstanding: each director/NEO individually, and the group, owned less than 1% as of Feb 28, 2025 .
- Director stock policies: directors must retain all shares received/purchased during service; no hedging or pledging permitted for shares held personally .
Governance Assessment
Key positives for investor confidence
- Strong independent oversight: Long-tenured independent Lead Director with clearly defined authority; Board reconfirmed LID structure and Mr. Burke’s role in March 2025 .
- CMDC leadership: As CMDC Chair, Mr. Burke oversees CEO/OC pay, succession, and culture/controls; committee is fully independent and coordinates with Risk on pay-risk alignment .
- Engagement and succession focus: Active shareholder engagement (approx. 195 holders; ~52% of shares) and clear succession planning messaging; 2024 say-on-pay support at 91% indicates broad investor endorsement .
- Ownership alignment: Material DSU grants; stringent director share retention and anti-hedging/pledging policy .
Potential risks and how mitigated
- Related-person exposure: Family member employment and ordinary-course transactions with Berkshire subsidiaries; both reviewed under Related Persons Policy and determined immaterial, preserving independence .
- Interlock scrutiny: Mr. Burke’s Berkshire directorship exists alongside JPM’s use of Berkshire-affiliated services; Board’s annual independence review and disclosure mitigate conflict concerns .
Signals to monitor
- Any expansion of related-party dealings or family employment beyond current immaterial thresholds .
- Changes to committee composition or LID role amid CEO transition planning .
- Shareholder feedback trends on governance structure and executive pay (say-on-pay continuity) .