Independent Board Chair | Interfaith Center on Corporate Responsibility

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<h4>Resolution Details</h4>
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<strong>Company:</strong>
<p>J.P. Morgan Chase & Co.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>CEO and Chair Separation </p>
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<strong>Status:</strong>
<p>Challenged</p>
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<h2>Resolution Text</h2>
<p>Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO as follows:</p>
<p>Selection of the Chairman of the Board The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer. </p>
<p>Whenever possible, the Chairman of the Board shall be an Independent Director.</p>
<p>The Board has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis. </p>
<p>It is a best practice to adopt this proposal soon. However this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.<br><br>This proposal topic won 47%-support at the 2021 JPM annual meeting. It takes much more JPM shareholder conviction of the merits of this proposal to vote for this shareholder proposal than to reflexively vote according to the JPM Board of Directors instructions.</p>
<p>There are at least 2 ways 47%-support can be considered a 50%+ majority vote at JPM. This 47% vote was especially impressive because this proposal had to swim upstream against repeated Madison Avenue type special solicitations sent to the JPM shareholders who have no access to independent proxy voting advice.</p>
<p>The 47% also represented a 50%+ majority vote from professional investors who had access to independent proxy voting advice. Any proposal that gets above 45% support has to get a majority vote from the most informed shares because there is an overwhelming abundance of automatic against votes from the JPM shares that have no access to independent proxy voting advice.</p>
<p>The Board of Directors disingenuously put forth a deceptive policy, to dupe shareholders who have no access to independent proxy voting advice, that said JPM could always have one person fill the 2 most important jobs at JPM as long as the JPM directors gave almost any excuse to violate the policy. Putting forth a deceptive policy is worse than taking no action at all in response to a JPM shareholder proposal. </p>
<p>JPM also needs to take the role of the lead director seriously. JPM’s so-called Lead Director violates the most important attribute of a Lead Director – independence. As director tenure goes up director independence goes down. The JPM lead director has 21-years director tenure. The JPM lead director may be close to setting a record for long-tenure by a lead director. And the JPM so-called lead director was the target of 186 million against votes at the 2024 JPM annual meeting.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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