Separate Chair & CEO | 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>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Independent Board Chairs </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman.<br> <br>The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit.</p>
<p dir=”ltr”>An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. </p>
<p dir=”ltr”>This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. </p>
<p dir=”ltr”>An independent Board Chairman could help JPM avoid unfavorable JPM news reports likle those that emerged in 2025.</p>
<p dir=”ltr”>Germany’s Federal Financial Supervisory Authority fined JPM $51 million for shortcomings in its system for preventing money laundering.<br><br>Reports in October 2025 revisited JPMorgan’s ties to convicted sex offender Jeffrey Epstein, detailing how JPM reportedly disregarded red flags about his questionable activities for years, an issue that previously led to significant JPM settlements in 2023.<br><br>An October 2025 report said that “irregularities” in the Commercial & Investment Banking (CIB) division, specifically concerning borrower-related collateral in secured lending facilities, contributed to higher-than-expected provisions for credit losses.<br><br>A former executive who was convicted of defrauding JPM during its acquisition of the college financial aid platform Frank was sentenced to 5-years in prison in November 2025, drawing negative attention to JPM’s flawed acquisition process.<br><br>JPM’s Q3 2025 earnings call highlighted negative points such as an 8% increase in expenses, elevated wholesale charge-offs due to instances of apparent fraud in secured lending, and flat retail deposit growth.<br><br>JPM’s strict return-to-office mandates were cited as an example of an employer policy that risks losing talented employees. Another mark against attracting talented employees was a class-action lawsuit against JPM, alleging it mismanaged its employee health and prescription benefits program, resulting employees vastly overpaying for costs and premiums.</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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