Todd Combs
JPMORGAN CHASE &About Todd A. Combs
Todd A. Combs (age 54) has served on JPMorgan Chase & Co.’s Board since 2016. He is Chairman, President and CEO of GEICO and an Investment Officer at Berkshire Hathaway, bringing deep financial services and regulated-industry operating experience. He currently chairs JPM’s Corporate Governance & Nominating Committee and serves on the Compensation & Management Development Committee. The Board classifies him as an independent director. He attended at least 75% of Board and committee meetings in 2024, and directors are expected to attend annual meetings (all directors serving at the time attended in 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GEICO (Berkshire Hathaway subsidiary) | Chairman, President & CEO | 2020–present | Runs a large, highly regulated P&C insurer; regulatory engagement and risk oversight experience |
| Berkshire Hathaway Inc. | Investment Officer | 2010–present | Long-term, value-investing governance perspective; public company governance lens |
| Castle Point Capital Management | CEO & Managing Member | 2005–2010 | Investment management and capital allocation experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Precision Castparts Corp. (Berkshire subsidiary) | Board Member | No (subsidiary/private under Berkshire) | Industrial/operations oversight exposure |
| Duracell Inc. (Berkshire subsidiary) | Board Member | No | Consumer/operations oversight exposure |
| Charter Brokerage LLC (Berkshire subsidiary) | Board Member | No | Logistics/compliance exposure |
| Other U.S.-listed public company directorships | — | — | None disclosed |
Board Governance
- Current JPM committees: Chair, Corporate Governance & Nominating Committee; Member, Compensation & Management Development Committee; Member, Markets Compliance specific-purpose committee (A)
- Independence: Board determined Mr. Combs is independent under NYSE and Firm standards .
- Attendance and engagement: Full Board met 10 times in 2024; each director attended ≥75% of Board/committee meetings; directors are expected to attend annual meetings (all directors serving at the time attended in 2024) .
- Governance Committee remit relevant to Combs: board composition and refreshment, leadership structure review, proxy access framework, Board/committee self-assessment process, shareholder engagement; also reviews related-person transactions (disinterested members act when a member is implicated) .
Fixed Compensation (Director)
| Component (2024) | Amount ($) |
|---|---|
| Board retainer (cash) | 110,000 |
| Committee/other cash fees (member/chair/specific purpose/bank board) | 20,000–30,000 chair; 20,000 member; $2,500 per specific-purpose committee meeting; Bank Board retainer $20,000; Bank Board chair $30,000 |
| Todd A. Combs – Fees earned or paid in cash (2024) | 130,000 |
| Todd A. Combs – Other fees (e.g., Bank Board or specific purpose committee fees) | 40,000 |
| Total cash (Combs, 2024) | 170,000 |
Notes
- Annual director compensation structure: $110,000 cash retainer plus an annual grant of deferred stock units (“DSUs”) valued at $265,000 if serving at grant time; additional cash for committee chairs/members and Bank Board roles; $2,500 per specific-purpose committee meeting (except Omnibus Committee) .
- Directors may elect to defer cash compensation; deferred amounts can be into investment equivalents including DSUs (unsecured claim) .
Performance Compensation (Director)
| Element | Structure | Vesting/Transferability | Performance Conditions |
|---|---|---|---|
| Annual equity (DSUs) – All non-employee directors (grant made in 2024) | DSU grant valued at $265,000; DSUs have no voting rights and receive dividend equivalents as DSUs | Distributed in stock after retirement, either lump sum or installments up to 15 years per director election | None (director equity not performance-conditioned) |
Additional policies affecting alignment
- Director share retention and prohibitions: Directors must retain all Firm shares purchased or received for as long as they serve; no hedging or pledging; DSUs accrue dividend equivalents in DSUs; no voting rights .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current U.S.-listed directorships | None disclosed for Combs outside JPM |
| Compensation committee interlocks (SEC definition) | The proxy discloses no interlocks: no JPM executive served on another company’s board/comp committee where a JPM CMDC member was an executive in 2024 |
| Related-party transactions (oversight and outcome) | Board reviewed ordinary course relationships including wholesale/commercial credit and service purchases involving Berkshire Hathaway and subsidiaries; and deemed such relationships immaterial and not impairing director independence (Combs remained independent) |
Expertise & Qualifications
- Public company governance and investor lens from Berkshire; compensation and succession planning expertise aligned with CMDC remit .
- Financial services and markets expertise (investment management; insurance CEO) and regulated-industry experience .
- Leadership of large, complex, regulated organizations (GEICO) .
Equity Ownership
| Ownership as of Feb 28, 2025 | Amount |
|---|---|
| Common stock beneficially owned | 13,016 shares |
| Additional underlying stock units (e.g., DSUs, unvested equity) | 19,743 units |
| Total (common + additional underlying units) | 32,759 |
| % of shares outstanding (beneficial common only) | ~0.0005% (13,016 common / 2,782,996,294 outstanding) |
Ownership and alignment provisions
- Directors must retain all JPM shares purchased/received while serving; no hedging or pledging of personally held shares; DSUs have no voting rights and convert after service ends .
- Firm-wide robust anti-hedging/anti-pledging, clawbacks and risk controls shape overall compensation governance; while primarily focused on executives, directors are covered by ownership/hedging restrictions .
Insider Trades (JPM Director Equity & Policies)
| Date/Item | Transaction | Amount/Terms |
|---|---|---|
| Jan 16, 2024 | Annual DSU grant to each non-employee director; grant-date fair value basis | Valued at $265,000 per director; grant-date fair value per share $166.1950; DSUs settle in stock post-retirement, accrue dividend equivalents, no voting rights |
| Ongoing | Director share policies | No hedging/pledging; directors retain all JPM shares purchased/received while serving |
Note: Director equity receipt is typically reported on Form 4; the proxy provides the grant value and terms above. The firm’s “Stock ownership: no sales, no hedging, no pledging” policy applies to directors .
Governance Assessment
Strengths
- Clear independence despite Berkshire/GEICO affiliations; Board reviewed and deemed ordinary-course dealings immaterial; independence expressly affirmed .
- High governance influence as Governance Committee Chair (board refreshment, leadership structure, self-assessments, shareholder engagement) and CMDC member (executive pay governance), supporting board effectiveness and succession oversight .
- Strong alignment mechanisms: director DSUs, mandatory stock retention, anti-hedging/pledging; balanced director cash/equity mix (Combs 2024: $170k cash; $265k equity) promotes long-term focus .
Watch items
- Related-party optics: JPM’s ordinary-course relationships with Berkshire subsidiaries (credit and service purchases) require continued monitoring; the Governance Committee’s related-person policy and disinterested review mitigate conflict risk .
- Committee workload: As Governance Chair and CMDC member, sustained focus on leadership structure (potential CEO transition), regulatory environment and compensation rigor is critical to investor confidence .
Overall conclusion
- Based on disclosed roles, independence determinations, attendance, and ownership alignment, Mr. Combs appears to be an effective, independent director with relevant expertise in financial services and governance. The Board has acknowledged and mitigated potential conflicts via policy and oversight, and his compensation structure aligns with shareholder interests through predominantly equity-linked DSUs and strong holding requirements.