A year after shareholders' rebuke, JPMorgan rebuilds support for executive pay

JPMorgan Chase
At JP Morgan's annual meeting on Tuesday, a majority of shareholders voted in favor of a "say on pay" resolution, preliminary results showed.
Angus Mordant/Bloomberg

One year after JPMorgan Chase's shareholders expressed strong displeasure with the bank's executive compensation packages, they have mostly dropped their complaints.

At the company's annual meeting, which took place virtually on Tuesday, 89% of shareholders voted in favor of a "say on pay" resolution, preliminary results showed. A "yes" vote expressed support for the 2022 pay packages awarded to Chairman and CEO Jamie Dimon and other named executive officers.

The results stood in contrast to those from last year's annual meeting, when just 31% of JPMorgan shareholders voted in favor of an advisory resolution expressing support for pay packages during the previous year for Dimon and certain of his colleagues. Dimon's 2021 package included a one-time award of $52.6 million in stock options.

The 2021 award — which the company has said was designed to keep Dimon on the job for another five years — was called "excessive" by the advisory firms Glass Lewis and Institutional Shareholder Services, both of which recommended that shareholders reject the resolution.

This time around, however, there was no such criticism of JPMorgan's executive pay decisions. Dimon's 2022 package, which totaled $34.5 million and included a salary of $1.5 million, was unchanged from the previous year, excluding the special one-time award. 

One potential factor in the increase in shareholder support this year: The nation's largest bank, in its most recent proxy statement, said it won't grant any future special awards to Dimon. And if JPMorgan grants any one-time special awards to other executives, it promised to include direct performance conditions.

Historically, shareholder approval for JPMorgan's executive compensation packages has been high. At the company's 2021 annual meeting, 90% of shareholders voted in support of the previous year's pay packages.

Like at other banks, JPMorgan's "say on pay" resolution is not binding, but the company's board considers the outcome of the vote when it makes future executive compensation decisions.

While the overwhelming majority of shareholders supported the bank's pay packages on Tuesday, there was far less support for proposals that were submitted by shareholders. Of the eight resolutions offered by shareholders, the one with the highest percentage of support called for separating the roles of board chairman and CEO. Dimon holds both of those positions.

According to the preliminary results, 37% of JPMorgan shareholders voted in favor of splitting up the two jobs. Last year, nearly 40% of shareholders supported such a resolution.

Three other shareholder proposals were related to climate change. One submitted by the Sierra Club Foundation called for JPMorgan to establish a policy for a timed phase-out of its lending and underwriting in connection with new oil and gas exploration and development.

Only 8% of shareholders voted in favor of that proposal, the preliminary results showed. 

Similar proposals on fossil-fuel lending were voted down by shareholders in Bank of America, Citigroup and Wells Fargo during those banks' annual meetings last month.

At JPMorgan, one climate-related shareholder proposal did garner a bit more support than the others that were on Tuesday's ballot. As You Sow, a nonprofit organization that promotes corporate social responsibility, called on JPMorgan to issue a report outlining a plan for aligning its financing activities with its 2030 goals to reduce greenhouse gas emissions. That proposal received support from 35% of shareholders.

Similar resolutions proposed by As You Sow garnered 28.5% of the votes at Bank of America's annual meeting, 29.9% of the votes at Goldman Sachs and 31.1% of the votes at Wells Fargo, the organization said Tuesday in a press release.

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