Annual meeting overview:Matters to be voted on

~~Annual meeting overview~~

~~MATTERS TO BE VOTED ON~~



ü	MANAGEMENT PROPOSALS
The Board of Directors recommends you vote FOR each director nominee and FOR the following proposals (for more information see page referenced):

1. Election of directors		79

2. ~~Advisory resolution to approve executive compensation~~Ratification of special meeting provisions in the Firm’s By-Laws		3339

3. Advisory resolution to approve executive compensation		44

4. Approval of Amended and Restated Long-Term Incentive Plan		82

5. Ratification of PricewaterhouseCoopers LLP as the Firm’s independent registered public accounting firm		75

~~The Board of Directors recommends you select "One Year" on the frequency of the advisory resolution to approve executive compensation~~ ~~(for more information see page referenced):~~

~~4. Advisory vote on frequency of advisory resolution to approve executive compensation~~		8192


û	SHAREHOLDER PROPOSALS (if they are properly introduced at the meeting)
The Board of Directors recommends you vote AGAINST each of the following shareholder proposals (for more information see page referenced):

5.6. Independent ~~board~~Board chairman		84

~~6. Vesting for government service~~		8697

7. ~~Clawback amendment~~Vesting for government service		88100

~~8. Gender pay equity~~		90

~~9. How votes are counted~~		93

~~10. Special shareowner meetings~~		95



1		JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT• 1

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Notable changes since 2017 Annual Meeting

Long-Term U.S. Investment in Employees, Branch Expansion and Local Economic Growth		Board Refreshment

▪ Announced a $20 billion, five-year comprehensive investment to help employees, and support job and local economic growth in the United States: – Investing in employees with further increases to wages and benefits – Expanding the branch network – Increasing community-based philanthropic investments – Increasing small business lending – Accelerating affordable housing lending		▪ Mellody Hobson elected in March 2018, one of two independent directors who joined the Board in the last three years ▪ Crandall Bowles, a director since 2016, will retire in May 2018

Executive Compensation Program		Management Succession – Operating Committee Changes

▪ Calibrated the Absolute ROTCE goal for the 2017 PSU award granted in January 2018 to 17%, based on current forecast of future performance ▪ Introduced a risk-based capital hurdle to the PSU program referencing the Firm's Fully Phased-in Common Equity Tier 1 capital ratio ▪ Updated the stock ownership guideline for Operating Committee members		▪ Daniel Pinto and Gordon Smith appointed Co-Presidents and Co-Chief Operating Officers ▪ Mary Erdoes, Marianne Lake, and Doug Petno each expanded their responsibilities ▪ Three executives joined the Operating Committee: – Lori Beer, Global Chief Information Officer – Robin Leopold, Head of Human Resources – Peter Scher, Global Head of Corporate Responsibility



Total shareholder return (“TSR”)

The Firm delivered a TSR¹of 27% in 2017, following a TSR of 35% in 2016 and 8% in 2015, for a combined three-year TSR of 85%. The graph below shows our TSR expressed as cumulative return to shareholders over the past decade. As illustrated below, a $100 investment in JPMorgan Chase on December 31, 2007 would be valued at $311 as of December 31, 2017, significantly outperforming the financial services industry over the period, as measured by the KBW Bank Index and the S&P Financials Index.

¹ TSR assumes reinvestment of dividends



JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT		2

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We demonstrated strong financial performance in 2017

In 2017, the Firm delivered net income of $24.4 billion and record earnings per share ("EPS") of $6.31 with return on tangible common equity ("ROTCE")¹ of 12%. Excluding the impact of tax reform and a legal benefit, the Firm delivered adjusted net income of $26.5 billion and adjusted EPS of $6.87 with adjusted ROTCE of 13%. We returned $22.3 billion of capital to shareholders (including common dividends and net share repurchases). We also gained market share in nearly all of our businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores, and maintained a fortress balance sheet.



Net income of $24.4 BILLION	EPS of $6.31	ROTCE¹ of 12%	Tangible book value per share ("TBVPS")¹ of $53.56 - up 4% from 2016	Distributed $22.3 BILLION to shareholders

Excluding the impact of tax reform and a legal benefit:



Adjusted net income² of $26.5 BILLION	Adjusted EPS² of $6.87	Adjusted ROTCE^1,2 of 13%



The Firm has demonstrated sustained long-term financial performance

We have generated strong ROTCE over the past 10 years, while more than doubling average tangible common equity (“TCE”) from $80 billion to $185 billion, reflecting a compound annual growth rate of 10% over the period.

We have delivered sustained growth in both TBVPS and EPS over the past 10 years, reflecting compound annual growth rates of 10% and 19%, respectively, over the period.


¹	ROTCE and TBVPS are each non-GAAP financial measures; for a reconciliation and further explanation, see page [xx]. On a comparable U.S. GAAP basis, for 2008 through 2017 respectively, return on equity (“ROE”) was 4%, 6%, 10%, 11%, 11%, 9%, 10%, 11%, 10% and 10%, and book value per share (“BVPS”) was $36.15, $39.88, $42.98, $46.52, $51.19, $53.17, $56.98, $60.46, $64.06 and $67.04.


²	Excludes the impact of the enactment of the Tax Cuts and Jobs Act of $2.4 billion (after-tax) and of a legal benefit of $406 million (after-tax). Adjusted net income and adjusted EPS are each non-GAAP financial measures; for further explanation, see page [xx].



3		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

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We are committed to sound commonsense corporate governance practices

Our Board provides independent oversight of the Firm’s business and affairs

▪ Reviews the strategic priorities ▪ Evaluates the CEO’s performance ▪ Reviews the Firm’s financial performance and delivery of long-term value to our shareholders		▪ Oversees our Culture and Conduct Program ▪ Oversees the Firm’s risk management and internal control frameworks

Our governance practices promote board effectiveness and shareholder interests

▪ Annual Board and committee assessment ▪ Robust shareholder rights: – proxy access – right to call a special meeting – right to act by written consent		▪ Majority voting for all director elections ▪ Stock ownership requirements for directors ▪ 100% committee independence ▪ Executive sessions of independent directors at each regular Board meeting ▪ Board oversight of corporate responsibility/ESG matters

A robust Lead Independent Director role facilitates independent board oversight of management

▪ The Firm's Corporate Governance Principles require the independent directors to appoint a Lead Independent Director if the role of the Chairman is combined with that of the CEO ▪ The Board reviews its leadership structure annually as part of its self-assessment process ▪ Responsibilities of the Lead Independent Director include:
ü	acts as liaison between independent directors and the CEO	ü	presides over executive sessions of independent directors
ü	acts as a sounding board to the CEO	ü	engages and consults with major shareholders and other constituencies, where appropriate
ü	provides advice and guidance to the CEO on executing long-term strategy	ü	guides annual performance review of the CEO
ü	advises the CEO of the Board’s information needs	ü	guides the annual independent director consideration of CEO compensation
ü	meets one-on-one with the CEO at every regularly scheduled Board meeting	ü	guides full Board consideration of CEO succession
ü	has the authority to call for a Board meeting or a meeting of independent directors	ü	guides the self-assessment of the full Board
ü	approves agendas and adds agenda items for Board meetings and meetings of independent directors	ü	presides at Board meetings in the CEO’s absence or when the CEO or the Board raises a possible conflict of interest

We maintain an active engagement with shareholders

▪ We have regular and ongoing discussions with shareholders throughout the year on a wide variety of topics, such as financial performance, strategy, competitive environment, regulatory landscape, and environmental, social & governance matters ▪ In 2017, our shareholder engagement initiatives included: – Shareholder Outreach: Hosted more than 80 discussions on strategy, financial performance, governance, executive compensation, and environmental & social matters, among others, with shareholders representing >45% of our outstanding common stock – Annual Investor Day: Senior management gave presentations at our annual Investor Day on strategy and financial performance – Meetings/Conferences: Senior management hosted more than 50 investor meetings and presented at 12 investor conferences – Annual Shareholder Meeting: Our CEO and Lead Independent Director presented to shareholders at the Firm's 2017 annual meeting



JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT		4

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Proposal 1: Election of directors – page xx

The Board of Directors has nominated the 12 individuals listed below. All are independent other than our CEO. If elected at our annual meeting, all our nominees are expected to serve until next year’s annual meeting.




NOMINEE/DIRECTOR OF JPMORGANCHASE SINCE ¹		AGE	PRINCIPAL OCCUPATION	OTHER PUBLIC COMPANY BOARDS (#)	COMMITTEE MEMBERSHIP²
	Linda B. Bammann Director since 2013	62	Retired Deputy Head of Risk Management of JPMorgan Chase & Co.³	0	Directors’ Risk Policy (Chair)
	James A. Bell Director since 2011	69	Retired Executive Vice President of The Boeing Company	3	Audit (Chair)
	Stephen B. Burke Director since 2004	59	Chief Executive Officer of NBCUniversal, LLC	1	Compensation & Management Development; Corporate Governance & Nominating
	Todd A. Combs Director since 2016	47	Investment Officer at Berkshire Hathaway Inc.	0	Directors’ Risk Policy; Public Responsibility
	James S. Crown Director since 2004	64	President of Henry Crown and Company	1	Directors’ Risk Policy
	James Dimon Director since 2004	62	Chairman and Chief Executive Officer of JPMorgan Chase & Co.	0
	Timothy P. Flynn Director since 2012	61	Retired Chairman and Chief Executive Officer of KPMG	3	Audit; Public Responsibility
	Mellody Hobson² Director since March 2018	49	President of Ariel Investments, LLC	2
	Laban P. Jackson, Jr. Director since 2004	75	Chairman and Chief Executive Officer of Clear Creek Properties, Inc.	0	Audit
	Michael A. Neal Director since 2014	65	Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital	0	Directors’ Risk Policy
	Lee R. Raymond (Lead Independent Director) Director since 2001	79	Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation	0	Compensation & Management Development (Chair); Corporate Governance & Nominating
	William C. Weldon Director since 2005	69	Retired Chairman and Chief Executive Officer of Johnson & Johnson	2	Compensation & Management Development; Corporate Governance & Nominating (Chair)


¹	Director of a heritage company of the Firm as follows: Bank One Corporation: Mr. Burke (2003–2004), Mr. Crown (1996–2004), Mr. Dimon, Chairman of the Board (2000–2004), and Mr. Jackson (1993–2004); First Chicago Corp.: Mr. Crown (1991–1996); and J.P. Morgan & Co. Incorporated: Mr. Raymond (1987–2000).


²	Principal standing committee. Ms. Bowles, who is not standing for re-election this year, is currently Chair of the Public Responsibility Committee; a new chair for 2018 will be elected by the Board following the annual meeting. Ms. Hobson will begin service on Board committee following the annual meeting.


³	Retired from JPMorgan Chase & Co. in 2005.



5		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

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Proposal 2: Ratification of special meeting provisions in the Firm’s By-Laws – page xx

In 2017, as part of our engagement discussions with shareholders, we requested feedback about our By-Law provisions regarding shareholders’ rights to call a special meeting. While most shareholders expressed support for the right to call a special meeting if an appropriate threshold of shareholders requested it, there were varying opinions regarding what that appropriate threshold should be. Accordingly, and in lieu of a shareholder proposal seeking to reduce the threshold, the Board is seeking shareholder ratification of the special meeting provisions in the Firm's By-Laws which include a threshold providing that holders of at least 20% of the outstanding shares have the right to call a special meeting.



Proposal 3: Advisory resolution to approve executive compensation – page xx

We are submitting an advisory resolution to approve the executive compensation of our Named Executive Officers (“NEOs”). The table below is a summary of the 2017 compensation of our NEOs.



Name and principal position			INCENTIVE COMPENSATION
	Salary		Cash		Restricted stock units		Performance share units		Total

James Dimon Chairman and CEO	$	1,500,000	$	5,000,000	$	—	$	23,000,000	$	29,500,000
Marianne Lake Chief Financial Officer	750,000		5,100,000		3,825,000		3,825,000		13,500,000
Mary Callahan Erdoes CEO Asset & Wealth Management	750,000		7,500,000		5,625,000		5,625,000		19,500,000
Daniel Pinto¹ CEO Corporate & Investment Bank	8,238,628		—		6,380,686		6,380,686		21,000,000
Gordon Smith CEO Consumer & Community Banking	750,000		7,700,000		5,775,000		5,775,000		20,000,000

¹Mr. Pinto, who is based in the U.K., received a fixed allowance of $7,635,000 paid in British pound sterling, and a salary of £475,000.



In response to last year’s 92% Say-on-Pay support and positive shareholder feedback, the Compensation & Management Development Committee ("CMDC") maintained the key features of our compensation program. We believe shareholders should consider five key factors in their evaluation of this year’s proposal:

1. Strong performance

We continued to deliver strong multi-year financial performance, invest in our future, strengthen our risk and control environment, reinforce the importance of our culture and values, deliver on our long-standing commitment to serve our communities, and conduct business in a responsible way to drive inclusive growth.

2. Disciplined performance assessment to determine pay

The CMDC uses a balanced approach to determine annual compensation by assessing performance against four broad performance categories over a sustained period of time. A material portion of Operating Committee member compensation is delivered in the form of at-risk Performance Share Units ("PSUs"), reinforcing accountability and alignment with shareholder interests by linking the ultimate payout to pre-established absolute and relative goals.

3. Sound pay practices

We believe our compensation philosophy promotes an equitable and well-governed approach to compensation, including pay practices that attract and retain top talent, are responsive to and aligned with shareholders, and encourage a shared success culture in support of our business principles.

4. Pay is aligned with performance

CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 80% of the CEO’s variable pay deferred into equity, of which 100% is in PSUs. Other NEO pay is also strongly tied to Firm and line of business performance, with a majority of variable pay deferred into equity, of which 50% is in PSUs.

5. Rigorous accountability and recovery provisions

Our executive compensation program is designed to hold executives accountable, when appropriate, for meaningful actions or issues that negatively impact business performance in current or future years.



JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT		6

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Proposal 4: Approval of Amended and Restated Long-Term Incentive Plan – page xx

We are seeking approval of our Amended and Restated Long-Term Incentive Plan (the “2018 Plan”), to extend the term of the 2015 Plan by four years, to a term date of May 31, 2022, and to authorize approximately 24 million additional shares, bringing the total number of shares authorized under the Plan to 85 million shares (which is 10 million fewer than that approved by shareholders under the 2015 Plan). During our annual shareholder outreach program and discussion of our equity compensation practices, our shareholders indicated a preference for more frequent requests for approval of a smaller quantity of shares, as opposed to requesting larger quantities less frequently. As a result, the Compensation & Management Development Committee and the Board considered this feedback in determining the number of shares to request for authorization under the 2018 Plan.

The 2018 Plan would also incorporate our compensation program for non-employee directors, with certain established retainers (both cash and equity) and certain limitations on future changes to those retainers.



Proposal 5: Ratification of PricewaterhouseCoopers LLP as the Firm’s independent registered public accounting firm – page xx

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as the Firm’s independent registered public accounting firm to audit the Consolidated Financial Statements of JPMorgan Chase and its subsidiaries for the year ending December 31, 2018. A resolution is being presented to our shareholders requesting them to ratify PwC’s appointment.



7		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

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CORPORATE GOVERNANCE

Proposal 1:

~~Election of Directors~~

The Board of Directors has nominated the 12 individuals listed below; if elected at our annual meeting, they are expected to serve until next year’s annual meeting. All of the nominees are currently serving as directors.

The Board has nominated 12 directors: 11 independent directors and the CEO

NOMINEE AGE PRINCIPAL OCCUPATION
DIRECTOR of JPMORGAN CHASE SINCE¹

OTHER PUBLIC
COMPANY BOARDS (#)

COMMITTEE MEMBERSHIP²
Linda B. Bammann 61
Retired Deputy Head of Risk Management of JPMorgan Chase & Co.³
2013 0 Directors’ Risk Policy (Chair)
James A. Bell 68 Retired Executive Vice President of The Boeing Company 2011 3 Audit (Chair)
Crandall C. Bowles 69 Chairman Emeritus of The Springs Company 2006 1
Audit;
Public Responsibility (Chair)
Stephen B. Burke 58 Chief Executive Officer of NBCUniversal, LLC
2004

1
Compensation & Management Development;
Corporate Governance & Nominating
Todd A. Combs 46 Investment Officer at Berkshire Hathaway Inc. 2016 0 Directors’ Risk Policy;
Public Responsibility
James S. Crown 63 President of Henry Crown and Company 2004 1 Directors’ Risk Policy
James Dimon 61 Chairman and Chief Executive Officer of JPMorgan Chase & Co.
2004

0
Timothy P. Flynn 60 Retired Chairman and Chief Executive Officer of KPMG 2012 3
Audit;
Public Responsibility
Laban P. Jackson, Jr. 74 Chairman and Chief Executive Officer of Clear Creek Properties, Inc. 2004 0 Audit
Michael A. Neal 64 Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital 2014 0 Directors’ Risk Policy
Lee R. Raymond
(Lead Independent Director)
78 Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation 2001 0
Compensation & Management Development (Chair);
Corporate Governance & Nominating
William C. Weldon 68 Retired Chairman and Chief Executive Officer of Johnson & Johnson 2005 2
Compensation & Management Development;
Corporate Governance & Nominating (Chair)


¹	~~Director of a heritage company of the Firm as follows: Bank One Corporation: Mr. Burke (2003-2004), Mr. Crown (1996-2004), Mr. Dimon,~~ ~~Chairman of the Board (2000-2004),~~ ~~and Mr. Jackson (1993-2004); First Chicago Corp.: Mr. Crown (1991-1996); and J.P. Morgan & Co. Incorporated: Mr. Raymond (1987-2000).~~

Principal standing committees. In March 2017, Ms. Bammann became Chair of the Directors’ Risk Policy Committee and stepped down from the Public Responsibility Committee; Mr. Bell became Chair of the Audit Committee; Mr. Combs joined the Directors’ Risk Policy Committee and the Public Responsibility Committee; and Mr. Flynn joined the Audit Committee and stepped down from the Directors’ Risk Policy Committee.


³	~~Retired from JPMorgan Chase & Co. in 2005~~



2 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~

~~Table of Contents~~

~~Performance, governance and compensation highlights~~

The following information is presented to provide a summary of 2016 Firm performance, key governance enhancements in 2016, and context for the operation of our pay program which is discussed in more detail in our Compensation Discussion and Analysis beginning on page 35 of this proxy statement.



~~NOTABLE CHANGES SINCE 2016 ANNUAL MEETING~~

~~Board Refreshment~~	~~Board Committee Rotation~~	~~Environmental, Social & Governance ("ESG")~~

• ~~Todd A. Combs elected in September 2016~~ • ~~Since May 2011, five independent directors have joined the Board, each bringing a unique set of skills and experience~~ • ~~Board believes refreshment of directors is integral to an effective governance structure~~	• ~~In January 2017, Board approved changes to Audit and Risk Policy committees~~ • ~~Audit: Mr. Bell became Chair and Mr. Flynn joined the committee~~ • ~~Risk Policy: Ms. Bammann became Chair and Mr. Combs joined the committee~~	• ~~We published a dedicated ESG Report last year, updating many topics from 2014’s “How We Do Business – The Report”~~ • ~~Next edition expected to be published in Spring 2017~~ • ~~We are committed to providing information on how we leverage our resources and capabilities to solve pressing ESG challenges~~

~~STRONG 2016 PERFORMANCE CONTINUES TO SUPPORT SUSTAINED SHAREHOLDER VALUE~~

~~JPMorgan Chase & Co. delivered return on tangible common equity (“ROTCE”)~~¹ of 13%, achieved record net income and record earnings per share (“EPS”), gained market share in almost all of our businesses, and continued to deliver sustained shareholder value over an extended period of time.

~~SUSTAINED SHAREHOLDER VALUE ("TSR")~~²


¹	Return on tangible common equity (“ROTCE”) and tangible book value per share (“TBVPS”) are each non-GAAP financial measures. For a reconciliation and explanation of these non-GAAP measures, see page 102. On a comparable GAAP basis for 2016, return on equity (“ROE”) was 10% and book value per share (“BVPS”) was $64.06.


²	~~Total shareholder return assumes reinvestment of dividends~~



~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~ • 3

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~~WE MAINTAIN FORTRESS OPERATING PRINCIPLES WITH FOCUS ON CAPITAL, LIQUIDITY, RISK, CONTROLS AND CULTURE~~

• ~~We maintained our fortress balance sheet, growing our Basel III Advanced Fully Phased-In common equity Tier 1 (“CET1”) capital ratio~~¹ ~~by 60 bps to 12.2% and maintaining $524 billion of high quality liquid assets.~~ • ~~We continued to strengthen and reinforce our culture and business principles. The culture and conduct program is a key priority for every line of business and function.~~ • We have embedded our business principles throughout the employee life cycle, starting with the recruiting and onboarding process and extending to training, compensation, promoting and disciplining employees. • ~~We have invested significantly in our control environment including a control headcount of 43,000 professionals with a control spend of approximately $8 billion.~~

~~WE ARE COMMITTED TO GOOD CORPORATE GOVERNANCE AND ARE ENGAGED WITH OUR SHAREHOLDERS~~

~~The Board maintains a robust Lead Independent Director role and is committed to sound and commonsense governance principles.~~ ~~Our Board has endorsed the Shareholder Director Exchange (SDX) Protocol as a guide for engagement.~~	~~RECENT UPDATES~~

	~~GOVERNANCE~~

		~~Our engagement process, and the feedback gained from it, was a significant factor in the Board’s continued effort to appoint new directors as well as rotate directors across key committees.~~

	~~COMPENSATION~~



~~In 2016, our~~ ~~shareholder engagement initiatives~~ ~~included:~~ Ÿ~~Shareholder Outreach:~~ ~~More than 90 discussions on strategy, financial performance, governance, compensation, and environmental & social issues with shareholders representing over 40% of our shares~~ Ÿ~~Annual Investor Day:~~ ~~Senior management gave presentations at our annual Investor Day on strategy and financial performance~~ Ÿ~~Meetings/Conferences:~~ ~~Senior management hosted more than 60 investor meetings and presented at 12 investor conferences~~ Ÿ~~Annual Meeting:~~ ~~Our CEO and Lead Independent Director presented to shareholders at the Firm’s annual meeting~~		~~In response to a strong say-on-pay vote last year (92% support) and positive shareholder feedback, for our 2016 pay program we maintained the changes that were made in 2015, including:~~
		~~PSU Program~~	~~CEO Pay Mix~~	~~Clawback Policy~~

		~~Forward looking equity with payout formulaically determined based on both absolute and relative ROTCE performance~~	~~Smaller portion of variable compensation in cash, with 100% of equity in the form of~~ ~~at-risk PSUs~~	~~Increased transparency by disclosing whether any clawbacks have taken place for senior executive officers~~

		~~In addition to the above, other aspects of our pay program continue to be aligned with the interest of shareholders, including:~~ • ~~Holistic assessment of performance in determining variable pay award levels while using a formula to determine PSU value at vesting~~ • ~~Strong stock ownership guidelines and retention requirements~~ • ~~No special executive benefits/severance or golden parachutes~~ • ~~Rigorous process to review risk and control which may impact compensation pools and individual pay~~ • ~~Strong cancellation and clawback provisions cover both cash and equity awards~~


¹	~~The CET1 capital ratio under the Basel III Fully Phased-In capital rules is considered a key regulatory capital measure. For more information, see Notes on key performance measures on page 102.~~



4 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~

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~~MR. DIMON’S 2016 COMPENSATION IS ALIGNED WITH HIS MULTI-YEAR PERFORMANCE~~

In assessing Mr. Dimon's performance, the Board considered his achievements holistically against business results, risk and control, customers and clients, and people and leadership. The Board took into account Mr. Dimon's performance in leading the Firm over a sustained period of time, including strong performance in 2016.


I.	~~Business results:~~ ~~During 2016, the Firm again achieved record net income and record EPS, while generating strong ROTCE results of 13%~~¹ ~~on average tangible common equity of $180 billion~~¹ ~~(vs. $170 billion in 2015).~~

~~II.~~

~~Risk and Control:~~ The Board also recognized that Mr. Dimon deployed substantial resources to fortify our control environment, which has led to a control infrastructure that better permeates across and deeply within our businesses. Mr. Dimon has fostered a culture that seeks continuous improvement and regards the risk and control agenda as a top priority, which reflects the Firm's ability to successfully adapt to an evolving regulatory landscape.


~~III.~~	~~Customers and Clients:~~ ~~Mr. Dimon has guided the Firm’s focus on creating and enhancing services that add value to our customers and clients through product innovation, cutting edge technologies, and simplified processes.~~


~~IV.~~	~~People and Leadership:~~ Mr. Dimon’s stewardship over the Firm’s People and Leadership agenda, has led to a highly effective management development program (Leadership Edge), a robust pipeline of leaders across the organization and a diversity strategy that attracts, motivates, and retains some of the best possible talent.

~~Based on Mr. Dimon's performance, the Board increased his annual compensation to $28 million (from $27 million in 2015).~~ ~~The Board also considered several other factors, some of which are set forth on pages 47–49.~~


¹	TBVPS and ROTCE are each non-GAAP financial measures. For a reconciliation and explanation of these non-GAAP measures, see page 102. On a comparable U.S. GAAP basis, for 2008 through 2016 respectively, return on equity (“ROE”) was 4%, 6%, 10%, 11%, 11%, 9%, 10%, 11%, and 10%, and book value per share (“BVPS”) was $36.15, $39.88, $42.98, $46.52, $51.19, $53.17, $56.98, $60.46, and $64.06.


²	~~Despite record net income and 15% ROTCE, the Board exercised discretion relating to risk and control and reduced Mr. Dimon’s pay in 2012.~~



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6 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~

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~~Proposal 1:~~

Election of Directors

Our Board of Directors has nominated 12 directors, who, if elected by shareholders at our annual meeting, will be expected to serve until next year’s annual meeting. All nominees are currently directors.



ü	RECOMMENDATION: Vote FOR all nominees

Proposal 2:

Ratification of special meeting provisions in the Firm’s By-Laws

The Board is seeking shareholder ratification of the provisions of the Firm’s By-Laws, as amended, that grant shareholders who own at least 20% of the Firm’s outstanding common stock and satisfy other requirements, the ability to direct the Firm to call a special meeting of shareholders.



ü	RECOMMENDATION: Vote FOR ratification of special meeting provisions



JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT• 7		8

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~~Proposal 1 — Election of directors~~

~~EXECUTIVE SUMMARY~~

Executive Summary

Our Board has nominated 12 directors for election at this year’s annual meeting. Our Board believes these nominees afford our Firm the combined skills, experience, and personal qualities, as well as the length of tenure and collegial tone, needed for an effective and engaged Board.

Information about:


▪	The specific experience and qualifications of each of our nominees are described at pages xx-xx


▪	The personal and professional attributes and skills of our nominees are described at pages xx-xx

Our commitment to sound governance is integral to our business. The Firm’s Corporate Governance Principles (“Principles”) establish a framework for the governance of the Board and the management of the Firm. These Principles outline the Firm’s practices regarding Board composition, responsibilities and obligations, structure, and operations, among other governance matters. The Principles have been approved by the Board and are periodically reviewed and updated as appropriate. They reflect broadly recognized governance practices and regulatory requirements including New York Stock Exchange (NYSE) corporate governance listing standards. The full text of the Corporate Governance Principles can be accessed on our website at jpmorganchase.com/corp-gov-principles.

Descriptions of our governance practices related to:


▪	Board composition, nomination and succession planning can be found at pages xx-xx


▪	How our Board conducts its business can be found at pages xx-xx


▪	Board oversight of the business and affairs of the Firm can be found at pages xx-xx


▪	The active engagement of our directors with the Firm’s stakeholders can be found at pages xx-xx


▪	Other corporate governance policies and practices can be found at pages xx-xx


▪	Director compensation can be found at page xx

The Board regularly reviews its governance principles and best practices. As part of these reviews, the Board seeks to ensure that the views and input of shareholders are understood and represented. Currently, the Firm’s By-Laws grant shareholders who own at least 20% of the Firm’s shares the right to call a special meeting. During our shareholder engagement program, most shareholders expressed support for the right of shareholders to call a special meeting if an appropriate threshold of holders request it. However, there were varying opinions regarding what that appropriate threshold should be. Accordingly, and in lieu of a shareholder proposal seeking to ~~hold office until~~reduce the ~~next annual~~threshold, the Board is seeking shareholder ratification of the special meeting provisions in the Firm's By-Laws which include a threshold providing that holders of at least 20% of the outstanding shares have the right to call a special meeting. Further information about this management proposal is described at pages xx-xx.



9		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

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Proposal 1 — Election of directors

Director nominees

The persons listed on the following pages have been nominated for election because they possess the skills, experience, and personal attributes needed to guide the Firm’s strategy, and to oversee its risk management framework and management’s execution of its responsibilities.

In the biographical information about our director nominees which follows, the ages indicated are as of May 15, 2018, and the other information is as of the date of this proxy statement. There are no family relationships among the director nominees. Unless otherwise stated, all nominees have been continuously employed by their present employers for more than five years.

In addition to the biographical information which follows, reference is made to the description of our nominees’ personal and professional attributes and skills at page xx of this proxy statement.

All of the nominees are currently directors ~~and 11 were~~of the Firm. Other than Ms. Hobson, who was elected to the Board

in March 2018, each was elected to the Board by our shareholders at our ~~2016~~2017 annual meeting, each with the support of more than ~~96%~~95% of the votes cast. ~~In September 2016,~~For more information about the ~~Board elected Todd A. Combs to a term expiring at the 2017 annual meeting. For an overview~~recruitment of ~~each of our nominees,~~Ms. Hobson, see page 2xx of this proxy statement.

~~Each~~Ms. Bowles, who has served as a director of the ~~12 nominees~~Firm since 2006, has decided to retire from the Board and is not standing for re-election when her term expires on the eve of this year’s annual meeting.

Each nominee has agreed to be named in this proxy statement and, if elected, to serve ~~if elected.~~a one-year term expiring at our 2019 annual meeting.

Directors are expected to attend our annual shareholder meetings. All of the then current nominees were present at the annual meeting held in May 2017. All of the current nominees are expected to attend our ~~2017~~2018 annual ~~meeting. If any~~shareholder meeting, other than Mr. Bell, who is unable to attend due to a prior professional obligation.



JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT		10

Table of ~~our nominees becomes unavailable to stand for election, the proxies named on the proxy card intend to vote your common stock for the election~~Contents



	Linda B. Bammann Retired Deputy Head of Risk Management of JPMorgan Chase & Co.
Age:62	Through her service on other boards, including as Chair of the Business and Risk Committee of the Federal Home Loan Mortgage Corporation, and her management tenure at JPMorgan Chase and Bank One Corporation, Ms. Bammann has developed insight and wide-ranging experience in financial services and extensive experience in risk management and regulatory issues.

Director since:2013 Committees: Directors' Risk Policy Committee (Chair) Director Qualification Highlights: Financial services Regulated industries and regulatory issues Risk management and controls

	Career Highlights JPMorgan Chase & Co., a financial services company (merged with Bank One Corporation in July 2004) ▪ Deputy Head of Risk Management (2004– 2005) ▪ Chief Risk Management Officer and Executive Vice President, Bank One Corporation (2001–2004) ▪ Senior Managing Director, Banc One Capital Markets (2000–2001)	Other Public Company Directorships ▪ Federal Home Loan Mortgage Corporation (2008–2013) ▪ Manulife Financial Corporation (2009–2012) Other Experience ▪ Former Board Member, Risk Management Association ▪ Former Chair, Loan Syndications and Trading Association Education ▪ Graduate of Stanford University ▪ M.A., Public Policy, University of Michigan



	James A. Bell Retired Executive Vice President of The Boeing Company
Age:69	Over a four-decade corporate career, Mr. Bell led global businesses in a highly regulated industry, oversaw successful strategic growth initiatives, and developed extensive experience in finance, accounting, risk management and controls. While Chief Financial Officer, he oversaw two key Boeing businesses: Boeing Capital Corporation, the company’s customer-financing subsidiary, and Boeing Shared Services, an 8,000 person, multi-billion dollar business unit that provides common internal services across Boeing’s global enterprise.

Director since:2011 Committees: Audit Committee (Chair) Director Qualification Highlights: Financial and accounting Leadership of a large, complex organization Regulatory industries and regulatory issues Technology

	Career Highlights The Boeing Company, an aerospace company and manufacturer of commercial jetliners and military aircraft ▪ Corporate President (2008–2012) ▪ Executive Vice President (2003–2012) ▪ Chief Financial Officer (2003–2012) ▪ Senior Vice President of Finance and Corporate Controller (2000–2003)	Other Public Company Directorships ▪ Apple Inc. (since 2015) ▪ CDW Corporation (since 2005) ▪ Dow DuPont Inc. (formerly Dow Chemical Company Inc.) (since 2005) Other Experience ▪ Trustee, Rush University Medical Center Education ▪ Graduate of California State University at Los Angeles



11		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

Table of ~~any substitute nominee proposed by the Board~~Contents



	Stephen B. Burke Chief Executive Officer of NBCUniversal, LLC
Age:59	Mr. Burke’s roles at Comcast Corporation and his prior work at other large global media corporations have given him broad exposure to the challenges associated with managing large and diverse businesses. In these roles he has dealt with a variety of issues including audit and financial reporting, risk management, executive compensation, sales and marketing, technology, and operations. These experiences have also provided Mr. Burke a background in regulated industries and international business.

Director since:2004 and Director of Bank One Corporation from 2003 to 2004 Committees: Compensation & Management Development Committee Corporate Governance & Nominating Committee Director Qualification Highlights: Financial and accounting Leadership of a large, complex organization Management development and succession planning Regulated industries and regulatory issues

	Career Highlights Comcast Corporation/NBCUniversal, LLC, leading providers of entertainment, information and communication products and services ▪ Chief Executive Officer of NBCUniversal, LLC, and a senior executive of Comcast (since 2011) ▪ Chief Operating Officer, Comcast (2004– 2011) ▪ President, Comcast Cable Communications Inc. (1998–2010)	Other Public Company Directorships ▪ Berkshire Hathaway Inc. (since 2009) Education ▪ Graduate of Colgate University ▪ M.B.A., Harvard Business School



	Todd A. Combs Investment Officer at Berkshire Hathaway Inc.
Age:47	Mr. Combs’ roles have provided him with extensive experience in financial markets, risk assessment, and regulatory matters. His service on three of Berkshire Hathaway’s subsidiary boards has given him insights into matters such as corporate governance, strategy, succession planning, and compensation.

Director since:2016 Committees: Directors’ Risk Policy Committee Public Responsibility Committee Director Qualification Highlights: Financial services Regulated industries and regulatory issues Risk management and controls

	Career Highlights Berkshire Hathaway Inc., a holding company whose subsidiaries engage in a number of diverse business activities including finance, insurance and reinsurance, utilities and energy, freight rail transportation, manufacturing, retailing, and other services ▪ Investment Officer (since 2010) Castle Point Capital Management, an investment partnership Mr. Combs founded in 2005 to manage capital for endowments, family foundations, and institutions ▪ CEO and Managing Member (2005–2010)	Other Public Company Directorships ▪ None Education ▪ Graduate of Florida State University ▪ M.B.A., Columbia Business School



JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT		12

Table of ~~Directors.~~Contents

~~The Board is responsible for overseeing management and promoting sound corporate governance on behalf~~



	James S. Crown President of Henry Crown and Company
Age:64	Mr. Crown’s position with Henry Crown and Company and his service on other public company boards have given him extensive experience with risk management, audit and financial reporting, investment management, capital markets activity, and executive compensation matters.

Director since:2004 and Director of Bank One Corporation from 1991 to 2004 Committees: Directors’ Risk Policy Committee Director Qualification Highlights: Financial services Management development and succession planning Risk management and controls

	Career Highlights Henry Crown and Company, a privately owned investment company that invests in public and private securities, real estate, and operating companies ▪ President (since 2002) ▪ Vice President (1985–2002)	Other Public Company Directorships ▪ General Dynamics (since 1987) - Lead Director since 2010 ▪ Sara Lee Corporation (1998-2012) Other Experience ▪ Chairman of the Board of Trustees, Aspen Institute ▪ Trustee, Museum of Science and Industry ▪ Trustee, University of Chicago ▪ Member, American Academy of Arts and Sciences ▪ Former member of the President’s Intelligence Advisory Board Education ▪ Graduate of Hampshire College ▪ JD, Stanford University Law School



	James Dimon Chairman and Chief Executive Officer of JPMorgan Chase & Co.
Age:62	Mr. Dimon is an experienced leader in the financial services industry, and has extensive international business experience as well. As CEO, he is knowledgeable about all aspects of the Firm’s business activities. His work has given him substantial experience and insight into the regulatory process.

Director since:2004 and Chairman of the Board of Bank One Corporation from 2000 to 2004 Director Qualification Highlights: Financial services Leadership of a large, complex organization Management development and succession planning Regulated industries and regulatory issues

	Career Highlights JPMorgan Chase & Co., a financial services company (merged with Bank One Corporation in July 2004) ▪ Chairman of the Board (since 2006) and Director (since 2004); Chief Executive Officer (since 2005) ▪ President (2004–2018) ▪ Chief Operating Officer (2004–2005) ▪ Chairman and Chief Executive Officer at Bank One Corporation (2000–2004)	Other Public Company Directorships ▪ None Other Experience ▪ Director, Harvard Business School ▪ Director, Catalyst ▪ Chairman, Business Roundtable ▪ Member, Business Council ▪ Trustee, New York University School of Medicine Education ▪ Graduate of Tufts University ▪ M.B.A., Harvard Business School



13		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

Table of shareholders. Risk management oversight is a key priority. The Board carries out its responsibilities through experienced independent directors, the Lead Independent Director, a well-developed committee structure and adherence to our Corporate Governance Principles. The Board conducts an annual assessment aimed at enhancing its effectiveness, as described on page 25Contents



	Timothy P. Flynn Retired Chairman and Chief Executive Officer of KPMG
Age:61	Through his leadership positions at KPMG, Mr. Flynn gained perspective on the evolving business and regulatory environment, experience with many of the issues facing complex, global companies, and extensive experience in financial services, auditing matters and risk management.

Director since:2012 Committees: Audit Committee Public Responsibility Committee Director Qualification Highlights: Financial services Financial and accounting Leadership of a large, complex organization Risk Management and controls

	Career Highlights KPMG International, a global professional services organization providing audit, tax and advisory services ▪ Chairman, KPMG International (2007– 2011) ▪ Chairman, KPMG LLP (2005–2010) ▪ Chief Executive Officer, KPMG LLP (2005– 2008) ▪ Vice Chairman, Audit and Risk Advisory Services, KPMG LLP (2001–2005)	Other Public Company Directorships ▪ United Healthcare (since 2017) ▪ Alcoa Corporation (since 2016) ▪ Wal-Mart Stores, Inc. (since 2012) ▪ Chubb Corporation (2013–2016) Other Experience ▪ Member, Board of Trustees, The University of St. Thomas ▪ Former Trustee, Financial Accounting Standards Board ▪ Former Member, World Economic Forum’s International Business Council ▪ Former Board Member, International Integrated Reporting Council Education ▪ Graduate of The University of St. Thomas



	Mellody Hobson President of Ariel Investments, LLC
Age:49	Ms. Hobson’s roles at Ariel Investments, LLC and on other public company boards have provided her with significant experience in financial services and financial markets, corporate governance, strategic planning, operations, regulatory issues, and international business.

Director since:March2018 Committees:Ms. Hobson will begin her committee service after the 2018 annual meeting Director Qualification Highlights: Financial services Management development and succession planning Regulated industries and regulatory issues

	Career Highlights Ariel Investments, LLC, a Chicago-based investment management firm ▪ President (since 2000) ▪ Chairman of the Board of Trustees of Ariel Investment Trust, a registered investment company (since 2006) ▪ Regular contributor and analyst on finance, the markets, and economic trends for CBS News	Other Public Company Directorships ▪ The EstéeLauder Companies Inc. (since 2005) ▪ Starbucks Corporation (since 2005) Other Experience ▪ Chairman, After School Matters ▪ Director, Economic Club of Chicago ▪ Board member, The Chicago Public Education Fund ▪ Executive Committee of the Investment Company Institute’s Board of Governors Education ▪ Graduate of the Woodrow Wilson School of International Relations and Public Policy at Princeton University



JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT		14

Table of ~~this proxy statement.~~Contents



	Laban P. Jackson, Jr. Chairman and Chief Executive Officer of Clear Creek Properties, Inc.
Age:75	Mr. Jackson’s service on the board of the Federal Reserve Bank of Cleveland and on other public and private company boards has given him extensive experience in financial services, risk management, audit and financial reporting matters, government relations and regulatory issues, and executive compensation and succession planning matters.

Director since:2004 and Director of Bank One Corporation from 1993 to 2004 Committees: Audit Committee Director Qualification Highlights: Financial and accounting Management development and succession planning Regulated industries and regulatory issues Risk management and controls

	Career Highlights Clear Creek Properties, Inc., a real estate development company ▪ Chairman and Chief Executive Officer (since 1989)	Other Public Company Directorships ▪ The Home Depot (2004–2008) Other Experience ▪ Former Director, Federal Reserve Bank of Cleveland ▪ Emeritus Trustee, Markey Cancer Foundation Education ▪ Graduate of the United States Military Academy



	Michael A. Neal Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital
Age:65	Mr. Neal has extensive experience managing large, complex businesses in regulated industries around the world. During his career with General Electric and GE Capital, Mr. Neal oversaw the provision of financial services and products to consumers and businesses of all sizes globally. His professional experience has provided him with insight and extensive expertise in risk management, strategic planning and operations, finance and financial reporting, government and regulatory relations, and management development and succession planning.

Director since:2014 Committees: Directors’ Risk Policy Committee Director Qualification Highlights: Financial services Leadership of large, complex organization International business operations Technology

	Career Highlights General Electric Company, a global industrial and financial services company ▪ Vice Chairman (2005–2013) ▪ Chairman and Chief Executive Officer, GE Capital (2007–2013)	Other Public Company Directorships ▪ None Other Experience ▪ Founder and advisor, Acasta Enterprises, Inc. ▪ Member, Advisory Board, Sam Nunn School of International Affairs, Georgia Institute of Technology ▪ Trustee, The GT Foundation of the Georgia Institute of Technology Education ▪ Graduate of the Georgia Institute of Technology



15		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

Table of Contents



	Lee R. Raymond (Lead Independent Director) Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation
Age:79	During his tenure at ExxonMobil and its predecessors, Mr. Raymond gained experience in all aspects of business management, including audit and financial reporting, risk management, executive compensation, marketing, and operating in a regulated industry. He also has extensive international business experience.

Director since: 2001 and Director of J.P. Morgan & Co. Incorporated from 1987 to 2000 Committees: Compensation & Management Development Committee (Chair) Corporate Governance & Nominating Committee Director Qualification Highlights: International business operations Management development and succession planning Public company governance Technology

	Career Highlights ExxonMobil, an international oil and gas company ▪ Chairman and Chief Executive Officer of ExxonMobil (1999–2005) ▪ Chairman and Chief Executive Officer of Exxon Corporation (1993–1999)	Other Public Company Directorships ▪ None Other Experience ▪ Member, Council on Foreign Relations ▪ Emeritus Trustee, Mayo Clinic ▪ Member, National Academy of Engineering ▪ Member and past Chairman of the National Petroleum Council Education ▪ Graduate of the University of Wisconsin ▪ PhD., Chemical Engineering, University of Minnesota



	William C. Weldon Retired Chairman and Chief Executive Officer of Johnson & Johnson
Age:69	At Johnson & Johnson, Mr. Weldon held a succession of executive positions that gave him extensive experience in consumer sales and marketing, international business operations, financial reporting and regulatory matters.

Director since:2005 Committees: Corporate Governance & Nominating Committee (Chair) Compensation & Management Development Committee Director Qualification Highlights: International business operations Leadership of a large, complex organization Management development and succession planning Public company governance

	Career Highlights Johnson & Johnson, a global healthcare products company ▪ Chairman of the Board and Chief Executive Officer (2002–2012) ▪ Vice Chairman, Pharmaceuticals Group (2001–2002)	Other Public Company Directorships ▪ CVS Health Corporation (since 2013) ▪ Exxon Mobil Corporation (since 2013) ▪ The Chubb Corporation (2013–2016) ▪ Johnson & Johnson (2002–2012) Other Experience ▪ Chairman, Board of Trustees, Quinnipiac University Education ▪ Graduate of Quinnipiac University



JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT		16

Table of Contents

~~DIRECTOR NOMINATION PROCESS~~

Board composition, nomination and succession process

~~As specified in its charter,~~

JPMorgan Chase seeks director candidates who will uphold the Board’s Corporate Governance & Nominating Committee (“Governance Committee”) oversees the candidate nomination process, which includes the continual evaluation of new candidates for Board membership, and recommendshighest standards, are committed to the ~~Board a slate~~Firm’s values, and who will be strong independent stewards of ~~nominees for election at each annual meeting~~the long-term interests of shareholders. The ~~Governance Committee considers all relevant attributes of each~~ Board ~~candidate, including professional skills,~~also looks for individuals with demonstrated experience and ~~knowledge,~~success in executive fields relevant to

the Firm’s businesses and ~~gender, race, ethnicity, nationality~~operations and ~~background,~~who will contribute diverse viewpoints and ~~other attributes, with the goal~~perspectives in providing independent oversight of ~~putting forth a diverse slate of candidates with~~management. The Board believes that a combination of individuals who possess complementary attributes and skills will most effectively oversee the Firm’s strategy and business.

Personal and professional attributes and skills of the nominees

In furtherance of the foregoing, the Board considers a wide range of attributes when selecting and recruiting candidates. Our nominees have executive experience and ~~personal qualities~~skills that ~~will serve the Board~~are aligned with our business and ~~its committees, the Firm~~strategy as follows:



FINANCIAL AND ACCOUNTING – Knowledge of accounting and financial reporting and of auditing processes and standards
				12

FINANCIAL SERVICES – Experience in or with the financial services industry, including investment banking, global financial markets and consumer products and services					All our nominees possess: • Integrity • Judgment • Strong work ethic • Strength of conviction • Collaborative approach to engagement and oversight • Inquisitive and objective perspective • Willingness to appropriately challenge management
			10

INTERNATIONAL BUSINESS OPERATIONS – Operational experience in diverse geographic, political and regulatory environments
	8

LEADERSHIP OF A LARGE, COMPLEX ORGANIZATION – Senior executive experience managing business operations, development and strategic planning
		9

MANAGEMENT DEVELOPMENT AND SUCCESSION PLANNING – Experience in senior executive development, succession planning, and compensation matters
			10

PUBLIC COMPANY GOVERNANCE – Knowledge of public company governance issues and policies and governance best practices
				12

TECHNOLOGY – Experience with or oversight of innovative technology, cybersecurity, information systems/data management, fintech or privacy
		9

REGULATED INDUSTRIES AND REGULATORY ISSUES – Experience with regulated businesses, regulatory requirements, and relationships with regulators
				12

RISK MANAGEMENT AND CONTROLS – Experience in assessment and management of business and financial risk factors
				12

For additional information about our ~~shareholders well.~~

~~Our commitment to good corporate governance is integral to our business. Our key governance practices are described below.~~

~~PRINCIPLES~~

In performing its role, our Board of Directors is guided by our Corporate Governance Principles, which establish a framework for the governance of the Board and the management of our Firm. The Principles have been approved by the Board and reflect broadly recognized governance practices and regulatory requirements, including the New York Stock Exchange (“NYSE”) corporate governance listing standards. They are reviewed periodically and updated as appropriate. The full text of the Corporate Governance Principles is posted on our website at jpmorganchase.com/corp-gov-principles, under the heading Governance, which is under the About Us tab.

~~BOARD STRUCTURE AND RESPONSIBILITIES~~How our Board conducts its business

The Board of Directors is responsible for the oversight of management on behalf of the Firm’s shareholders. The Board and its committees meet throughout the year to: (i) review and, where appropriate, approve strategy, business and financial planning and performance, risk, control and financial reporting and audit matters, compensation and management development, corporate culture and public responsibility matters; and (ii) provide oversight and guidance to, and regularly assess the performance of, the Chief Executive Officer (“CEO”) and other senior executives.

Our Board’s leadership structure

The Board’s leadership structure ~~described below,~~ is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between Board and management.

The Firm’s Corporate Governance Principles require the independent directors to appoint a Lead Independent Director if the role of the Chairman is combined with that of the CEO. Currently, our CEO serves as Chairman of the Board and ~~management. The~~a non-management director serves as the Board’s Lead Independent Director.

Our Board ~~considers~~has determined that combining the roles of Chairman and CEO is, at this time, the most effective leadership structure for our Board. This determination took into consideration results of the Board’s most recent review of its leadership structure, ~~frequently as part of its succession planning process for senior management~~feedback from

shareholders gathered through our engagement program, and the ~~Board.~~ factors described below.

The Board ~~formally~~believes the present structure provides the Firm and the Board with strong leadership, continuity of experience and appropriate independent oversight of management. A combined CEO and Chairman allows the Firm to communicate its business and strategy to shareholders, clients, investors, employees, regulators, and the public with a single voice.

Our Lead Independent Director further enhances the Board’s leadership structure and effectiveness by focusing on the Board’s processes and priorities, and facilitating independent oversight of management. The Lead Independent Director promotes open dialogue among the independent directors during Board meetings, at executive sessions without the presence of the CEO, and between Board meetings.



Respective duties and responsibilities of the Chairman and Lead Independent Director

The respective authority and responsibility of the Chairman of the Board and Lead independent Director are as follows:
Chairman of the Board:
ü	calls Board and shareholder meetings
ü	presides at Board and shareholder meetings
ü	prepares board meeting schedules, agendas and materials, subject to the approval of the Lead Independent Director
Lead Independent Director:
ü	acts as liaison between independent directors and the CEO	ü	presides over executive sessions of independent directors
ü	acts as a sounding board to the CEO	ü	engages and consults with major shareholders and other constituencies, where appropriate
ü	provides advice and guidance to the CEO on executing long-term strategy	ü	guides annual performance review of the CEO
ü	advises the CEO of the Board’s information needs	ü	guides the annual independent director consideration of CEO compensation
ü	meets one-on-one with the CEO at every regularly scheduled Board meeting	ü	guides full Board consideration of CEO succession
ü	has the authority to call for a Board meeting or a meeting of independent directors	ü	guides the self-assessment of the full Board
ü	approves agendas and adds agenda items for Board meetings and meetings of independent directors	ü	presides at Board meetings in the CEO’s absence or when the CEO or the Board raises a possible conflict of interest



JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT		22

Table of Contents

Factors the Board considers in reviewing its leadership structure

The Board reviews its leadership structure not less than annually as part of its self-assessment process.

~~Factors the Board may consider~~ The most recent review was conducted in March 2018. In reviewing its leadership structure, ~~include:~~

~~The respective responsibilities for~~ the ~~positions of Chairman, Lead Independent Director and CEO~~Board considered the following factors:


▪	The respective responsibilities for the positions of Chairman, Lead Independent Director, and CEO


▪	The policies and practices in place to provide independent Board oversight of management (including Board oversight of CEO performance and compensation; regularly held executive sessions of the independent directors; Board input into agendas and meeting materials; and Board self-assessment)


▪	The people currently in the roles of Chairman, Lead Independent Director, and CEO


▪	The Firm’s circumstances, including its firm-wide performance


▪	The potential impact of particular leadership structures on the Firm’s performance


▪	The Firm’s ability to attract and retain qualified individuals for Firm and Board leadership positions


▪	The views of our shareholders


▪	Trends in corporate governance, including practices at other public companies, and studies on the impact of leadership structures on shareholder value


▪	Such other factors as the Board determined

Following the review, the independent ~~directors; Board input into agendas and meeting materials; and Board self-assessment)~~

~~The people currently in the roles of Chairman,~~directors elected Mr. Raymond to continue to serve as Lead ~~Independent Director and CEO~~

~~The Firm’s circumstances including performance~~

~~The potential impact of particular leadership structures on the Firm’s performance~~

~~The Firm’s ability to attract and retain qualified individuals for Firm and Board leadership positions~~

~~The views of our shareholders~~

~~Legislative and regulatory developments regarding board leadership structures~~

~~Trends in corporate governance, including practices at other public companies, and academic studies on board leadership structures and the impact of leadership structures on shareholder value~~

~~Such other factors as the Board may determine~~independent Director.

The Board believes it is important to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individuals serving in leadership ~~roles~~positions, and the needs and opportunities of the Firm as they change over time.

Our Board, early in 2017, reviewed its leadership structure, taking into consideration the factors outlined above and feedback from shareholders, which was gathered through our shareholder outreach program, and determined that combining the roles of Chairman and CEO, together with a strong Lead Independent Director role, continues to provide the appropriate leadership for and oversight of the Firm and facilitates effective functioning of both the Board and management. The Board has separated the Chairman and CEO ~~positions~~position in the past and may do so again in the future if it believes that doing so would be in the best ~~interests~~interest of the Firm and its shareholders.

Board meetings

The Board conducts its business as a group and through a well-developed committee structure in adherence to our Corporate Governance Principles. The Board carries out its responsibilities under the leadership of the Lead Independent Director. The Board has established practices and processes to actively manage its information flow, set its board meeting agendas, and manage its time to actively engage with senior management and enable it to make sound, well-informed decisions.

The Board and each committee has the authority and resources to seek legal or other expert advice from sources independent of management.

In addition, Board members have direct access to management and regularly receive information and engage with management outside of formal Board meetings.

The full Board met nine times in 2017. In 2017, all of the members of our Board (other than Mr. Dimon) served on and/or chaired the principal standing committees and specific purpose committees of the Board. Ms. Hobson, who was elected to the Board in March 2018, will commence serving on Board committees following the annual meeting. For more information on committees, see below. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served in 2017.

The independent directors of the Board meet in executive session, without Mr. Dimon in attendance, each time the full Board convenes for a regularly scheduled in-person meeting. During 2017, Mr. Raymond presided at each executive session of the independent directors.

Committees of the Board

A significant portion of our Board’s oversight responsibilities is carried out through its five independent, principal standing committees. These five committees are the: Audit Committee, Compensation & Management Development Committee (“CMDC”), Corporate Governance & Nominating Committee (“Governance Committee”), Public Responsibility Committee, and Directors’ Risk Policy Committee (“DRPC”). Allocating responsibilities for oversight



23		18 •JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT

Table of Contents

~~Notwithstanding~~among committees increases the ~~strong oversight roles~~amount of attention that can be devoted to the business and affairs of the ~~Lead Independent Director~~Firm.

Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed. Each committee receives reports from senior management and reports their actions to, and discusses their recommendations with, the full Board.

Each principal standing committee operates pursuant to a written charter. Principal standing committee charters are available on our website at jpmorganchase.com/committee-charters. Each charter is reviewed at least annually as part of the Board’s, and each respective committee’s, self-assessment process.

The Governance Committee annually appraises the allocation of responsibility among the committees as part of the Board and committee ~~chairs described below, all directors share equally~~self-assessment process. For more information about the self-assessment process, see page xx.

Each committee has defined responsibilities for considering specific areas of business activities and risk, as outlined in ~~their~~its charter. Each committee engages with the Firm’s senior management responsible for the business activities and risk areas that are within the scope of responsibilities ~~as members~~ of the ~~Board.~~committee.

~~Independent oversight~~ — All ~~of our directors~~committee chairs are independent, with the exception of our Chairman and CEO, James Dimon. The independent directors meet in executive session with no management present at each regularly scheduled in-person Board meeting, where they discuss any matter they deem appropriate.

~~Chairman of the Board~~ ~~— Our Chairman is~~ appointed annually by ~~all the directors. The Chairman’s responsibilities include:~~

our Board. Committee chairs are responsible for:


—▪	~~calling Board and shareholder meetings~~


—	~~presiding at Board and shareholder meetings~~


—	~~preparing meeting schedules, agendas and materials, subject to the approval of the Lead Independent Director~~

~~Lead Independent Director~~ ~~— The Lead Independent Director is appointed annually by the independent directors. The role includes the authority and responsibility to:~~


—	~~call a Board meeting (as well as a meeting of the independent directors of the Board) at any time~~


—	~~preside over Board meetings when the Chairman is absent or his participation raises a possible conflict~~


—	~~approve Board meeting agendas and add agenda items~~


—	~~preside over executive sessions of independent directors, which take place at every regularly scheduled in-person Board meeting~~


—	~~meet one-on-one with the CEO at every regularly scheduled in-person Board meeting~~


—	~~guide the annual performance evaluation of the Chairman and CEO~~


—	~~guide independent director consideration of CEO compensation~~


—	~~guide full Board consideration of CEO succession issues~~


—	~~guide the annual self-assessment of the full Board~~


—	~~facilitate communication between management and the independent directors~~


—	~~be available for consultation and communication with shareholders and other constituencies where appropriate~~

~~Committee chairs~~ — The Board’s committee structure is designed for effective and efficient board operations. All committee chairs are independent and are appointed annually by the Board. See page 20 of this proxy statement for further information about our committees. Committee chairs are responsible for:


—	~~calling~~Calling meetings of their committees


—▪	~~presiding~~Presiding at meetings of their committees


—▪	~~approving~~Approving agendas, adding agenda items, and reviewing materials for their committee meetings


—▪	~~serving~~Serving as a liaison between committee members and the Board, and between committee members and senior management, including the CEO


—▪	~~working~~Working directly with the senior management responsible for committee ~~matters~~mandates



~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~ • 19

~~Table of Contents~~

~~COMMITTEES OF THE BOARD~~

Our Board has five principal standing committees: Audit Committee, Compensation & Management Development Committee (“CMDC”), Corporate Governance & Nominating Committee, Public Responsibility Committee and Directors’ Risk Policy Committee ("DRPC"). Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed.

Each committee’s charter is posted on our website at jpmorganchase.com/committee-charters, under the heading Governance, which is under the About Us tab. Each charter is reviewed at least annually as part of the Board’s, and each respective committee’s, self-assessment process.

The Board ~~has determined that each of our committee members is independent in accordance with NYSE corporate governance listing standards. The Board has also~~ determined that each member of the Audit Committee in 2017 (James A. Bell, Crandall C. Bowles, Timothy P. Flynn and Laban P. Jackson, Jr.) is an audit committee financial expert in accordance with the definition established by the U.S. Securities and

Exchange Commission (“SEC”).

~~Also~~ and that Ms. Bammann, a member of the DRPC, has experience in identifying, assessing and managing risk exposures of large, complex financial firms in accordance with ~~NYSE corporate governance listing standards and~~rules issued by the ~~Firm’s Corporate Governance Principles, in 2015,~~Board of Governors of the Federal Reserve System (“Federal Reserve”).

The Board has determined that Mr. Bell’s service on the audit committees of the three other public companies for which he is a director does not impair his ability to effectively serve on the Firm’s Audit Committee. The Board annually reviews this determination and most recently completed anits annual review ~~of this determination~~ in ~~2016.~~September 2017.

~~Our Corporate Governance Principles provide that Board members have regular access to management, and that the Board and its~~Principal standing committees have the authority and the resources to seek legal or other expert advice from sources independent of management. The committees report their activities to, and discuss their recommendations with, the full Board.

The following highlights some of the key responsibilities of each principal standing committee. ~~For additional information on the role of certain of the standing committees in connection with risk management oversight see page 24 of this proxy statement.~~



	~~Audit Committee~~ ~~James A. Bell, Chair~~

~~Assists the Board in its oversight of:~~

~~The independent registered public accounting firm’s qualifications and independence~~

~~The performance of the internal audit function and the independent registered public accounting firm~~

Management’s responsibilities to assure that there is in place an effective system of controls reasonably designed to (i) safeguard the assets and income of the Firm; (ii) assure the integrity of the Firm’s financial statements; and (iii) maintain compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations

~~In 2016, the Audit Committee met 16 times.~~



Audit Committee James A. Bell, Chair 18 meetings in 2017

Assists the Board in its oversight of:


▪	The independent registered public accounting firm’s qualifications and independence


▪	The performance of the internal audit function and the independent registered public accounting firm


▪	Management’s responsibilities to assure that there is an effective system of controls reasonably designed to (i) safeguard the assets and income of the Firm; (ii) assure the integrity of the Firm’s financial statements; and (iii) maintain compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations



Compensation & Management Development Committee Lee R. Raymond, Chair 6 meetings in 2017

Assists the Board in its oversight of:

~~Development of and succession planning for key executives~~

~~Compensation principles and practices, including:~~


—▪	Development of, and succession planning for, key executives


▪	Compensation principles and practices, including:



JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT		24

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-	Review and approval of the Firm’s compensation and benefit programs


—-	The competitiveness of these programs


—-	The review of the relationship among risk, risk management, and compensation in light of the Firm’s objectives, including its safety and soundness and the avoidance of practices that would encourage excessive or unnecessary risk-taking


-	The Firm’s culture and conduct program

~~The Firm’s culture and conduct programs~~

~~In 2016, the Compensation & Management Development Committee met seven times.~~



20 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~

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	Corporate Governance & Nominating Committee William C. Weldon, Chair 7 meetings in 2017

Exercises general oversight with respect to the governance of the Board, including:

~~The review and recommendation of proposed nominees for election to the Board~~

~~The evaluation and recommendation to the Board of corporate governance practices applicable to the Firm~~

~~The appraisal of the framework for assessing the Board’s performance and the Board’s self-evaluation~~

~~In 2016, the Corporate Governance & Nominating Committee met six times.~~


▪	The review and recommendation of proposed nominees for election to the Board


▪	The evaluation and recommendation to the Board of corporate governance practices applicable to the Firm


▪	The appraisal of the framework for assessing the Board’s performance and the Board’s self-evaluation



		Public Responsibility Committee Crandall C. Bowles, ~~Chair~~Chair* 5 meetings in 2017

* The chair of the committee for 2018 will be elected by the Board following the annual meeting.

Assists the Board in its oversight of the Firm’s positions and practices regarding public responsibility matters and other public policy issues that reflect the Firm’s values and character and impact the Firm’s reputation, including:

~~Community investment~~

~~Fair lending~~

~~Sustainability~~

~~Consumer practices~~

~~In 2016, the Public Responsibility Committee met six times.~~


▪	Community investment


▪	Fair lending


▪	Sustainability


▪	Consumer practices, including consumer experience, consumer complaint resolution, and consumer issues

related to disclosures, fees or the introduction of major new products



	Directors’ Risk Policy Committee Linda B. Bammann, Chair 8 meetings in 2017

Assists the Board in its oversight of the Firm’s global risk management framework, approves the ~~Firm’s~~ primary risk management policies of the Firm and oversees management’s responsibilities to assess and manage:

~~The Firm’s credit risk, market risk, structural interest rate risk, principal risk, liquidity risk, country risk and model risk~~

~~The governance frameworks or policies for operational risk, compliance risk including fiduciary risk, and reputational risk~~

~~Capital and liquidity planning and analysis and approve the Firm’s Risk Appetite Policy and other policies it designates as Primary Risk Policies~~

~~In 2016, the Directors’ Risk Policy Committee met eight times.~~



~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~ • 21 ▪	The Firm’s credit risk, market risk, principal risk, liquidity risk, country risk, and model risk


▪	The governance frameworks or policies for risk identification, risk appetite, operational risk, reputation risk, compliance risk including fiduciary risk, and conduct risk


▪	The Firm’s capital and liquidity planning and analysis

Other standing committees

~~Table of Contents~~

The Board has two additional standing ~~committees and may establish additional such committees as needed:~~committees:

Stock ~~Committee~~

Committee: The committee is responsible for implementing the declaration of dividends, authorizing the issuance of stock, administering the dividend reinvestment plan, and implementing share repurchase plans. The committee acts within Board-approved limitations and capital plans.

Executive ~~Committee~~

Committee: The committee may exercise all the powers of the Board that lawfully may be delegated, but with the expectation that it would not take material actions absent special circumstances.

The Board may establish additional standing committees as needed.

Specific ~~Purpose Committees~~purpose committees

The Board establishes Specific Purpose Committees as appropriate to address specific issues. The Board currently has four such ~~committees to~~committees. They met a total of 37 times in 2017.

Three of the Specific Purpose Committees provide ~~required~~ oversight in connection with certain regulatory orders (“Consent Orders”) issued by the ~~Board of Governors of the~~ Federal Reserve ~~System (“Federal Reserve”)~~ and the Office of the Comptroller of the Currency (“OCC”):

~~BSA/AML (Bank Secrecy Act/Anti-Money Laundering) Compliance Committee~~

~~FX (Foreign Exchange)/Markets Orders Compliance Committee~~

~~Sworn Documents Compliance Committee~~

~~Trading Compliance Committee~~

~~Each~~. These Specific Purpose ~~Committee formed to provide Consent Order oversight is comprised~~Committees oversee particular



25		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

Table of ~~two to four independent directors. They meet to provide oversight for specific~~ Contents

aspects of our control agenda and to monitor progress under action plans developed by management to address the issues identified under the applicable Consent Order. The committees are:


▪	BSA/AML (Bank Secrecy Act/Anti-Money Laundering) Compliance Committee


▪	FX (Foreign Exchange)/Markets Orders Compliance Committee


▪	Trading Compliance Committee

~~In 2016, the Specific Purpose Committees met 42 times in the aggregate.~~

~~Additional Specific Purpose Committees may be established from time to time to address other issues.~~ The Omnibus Committee is a Specific Purpose Committee established to review matters, as needed and delegated by the Board. ~~The Board has tasked~~During 2017, the Omnibus

Committee ~~with~~was responsible for overseeing the review of ~~our~~the Firm’s consumer sales practices.

As the Firm achieves its objectives in a specific area, ~~we expect~~the work of the relevant Specific Purpose Committee will ~~meet less frequently and eventually its work will~~ be concluded ~~at which time,~~and, subject to regulatory consent where applicable, the committee will be disbanded. In 2017, the work of the Specific Purpose Committee overseeing the Firm’s Sworn Documents compliance practices was completed and the committee was disbanded.

Additional Specific Purpose Committees may be established from time to time in the future to address particular issues.



22 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~

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~~BOARD COMMITTEE MEMBERSHIP AND 2016 BOARD MEETINGS~~

The following ~~table~~chart summarizes the current ~~membership~~Board committee memberships of ~~the Board’s principal standing committees and Specific Purpose Committees.~~

~~In 2016, the Board met 10 times. Each director attended 75% or more of the total meetings of the Board and the committees on which he or she served.~~

~~All of the then-current nominees were present at the annual meeting of shareholders held on May 17, 2016.~~

our Directors:

Current Board committee membership

Director

Audit

Compensation &

Management

Development

Corporate

Governance &

Nominating

Public

Responsibility

Directors’ Risk Policy

Specific Purpose Committees ¹

Linda B. Bammann²

Chair

C,D,E

James A. Bell²

Chair

Crandall C. Bowles

Member

Chair²

Stephen B. Burke

Member

Todd A. Combs²

Member

James S. Crown

Member

James Dimon

Timothy P. Flynn²

Member

CA, E

Laban P. Jackson, Jr.

Member

A,B,C,DE

Michael A. Neal

Member

Lee R. Raymond ³

Chair

Member

B,C,DE

William C. Weldon

Member

Chair

B,C,DE


¹	The Board’s ~~separately established~~ Specific Purpose Committees in ~~2016~~2017 were:

A – BSA/AML(Bank Secrecy Act/Anti-Money Laundering) Compliance Committee

B – FX (Foreign Exchange)/Markets Orders Compliance Committee

C – ~~Sworn Documents~~Trading Compliance Committee

D – ~~Trading Compliance~~Omnibus Committee

E ~~– Omnibus~~- Sworn Documents Compliance Committee (the committee was disbanded in September 2017)

~~In March 2017,~~ Ms. ~~Bammann became~~Bowles is not standing for re-election when her term expires on the eve of this year’s annual meeting. A new Chair of the ~~Directors’ Risk Policy Committee and stepped down from~~committee will be elected by the ~~Public Responsibility Committee; Mr. Bell became Chair of~~Board following the Audit Committee; Mr. Combs joined the Directors’ Risk Policy Committee and Public Responsibility Committee; and Mr. Flynn joined the Audit Committee and stepped down from the Directors’ Risk Policy Committee.annual meeting.


³	Lead Independent Director

Ms. Hobson, who was elected to the Board in March 2018, will commence serving on Board committees following the annual meeting. All of the directors of the Firm, other than Ms. Hobson, were elected as directors in 2017 of JPMorgan Chase Bank, National Association (the “Bank”), Chase Bank USA, National Association, and JPMorgan Chase Holdings LLC. Ms. Hobson was elected to the boards of these subsidiaries in March 2018. Mr. Weldon is the non-management Chairman of the Board of the Bank and of Chase Bank USA, National Association; JPMorgan Chase Holdings LLC does not have a Chairman of the Board.



JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT• 23		26

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~~BOARD’S ROLE IN RISK MANAGEMENT OVERSIGHT~~

Risk is an inherent part of JPMorgan Chase’s business activities. When the Firm extends a consumer or wholesale loan, advises customers on their investment decisions, makes markets in securities, or offers other products or services, the Firm takes on some degree of risk. The Firm’s overall objective is to manage its businesses, and the associated risks, in a manner that balances serving the interests of its clients, customers and investors and protects the safety and soundness of the Firm.

~~The~~ Board of Directors provides oversight of risk principally through the Directors’ Risk Policy Committee, Audit Committee and, with respect to compensation and other management-related matters, the Compensation & Management Development Committee. Each committee of the Board oversees reputation risk issues within its scope of responsibility.self-assessment

~~Directors’ Risk Policy Committee~~

The Committee oversees the Firm’s global risk management framework and approves the primary risk management policies of the Firm. The Committee’s responsibilities include oversight of management’s exercise of its responsibility to assess and manage the Firm’s risks, and its capital and liquidity planning and analysis. Breaches in risk appetite, liquidity issues that may have a material adverse impact on the Firm and other significant risk-related matters are escalated to the Committee.

~~Audit Committee~~

The Committee assists the Board in its oversight of management’s responsibilities to assure that there is an effective system of controls reasonably designed to safeguard the assets and income of the Firm, assure the integrity of the Firm’s financial statements and maintain compliance with the Firm’s ethical standards, policies, plans and procedures, and with laws and regulations. In addition, the Committee assists the Board in its oversight of the Firm’s independent registered public accounting firm’s qualifications, independence and performance, and of the performance of the Firm’s Internal Audit function.

~~Compensation & Management Development Committee~~

The Committee assists the Board in its oversight of the Firm’s compensation programs and reviews and approves the Firm’s overall compensation philosophy, incentive compensation pools, and compensation practices consistent with key business objectives and safety and soundness. The Committee reviews Operating Committee members’ performance against their goals, and approves their compensation awards. The Committee also periodically reviews the Firm’s diversity programs and management development and succession planning, and provides oversight of the Firm’s culture and conduct programs.



24 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~

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~~BOARD ASSESSMENT~~

The Board conducts an annual self-assessment aimed at enhancing its effectiveness. Through regular assessment of its policies, procedures and performance, the Board identifies areas for further consideration and improvement. In assessing itself, the Board takes a multi-year perspective.

The assessment is conducted by the independent directors and guided by the Lead Independent Director. Each director is expected to participate and provide feedback in multiple discussions on a range of issues, including: the Board’s overall effectiveness; Board composition; the Lead Independent Director’s performance; committee structure; the flow of information received from Board committees and management; the nature and scope of agenda items; and shareholder communication. The Board’s self-assessment also considers actions taken to fulfill responsibilities under the OCC’s “Heightened Standards” for large national banks, including: requiring that management establish and implement an effective risk governance framework; providing active oversight of the risk-taking activities of the Bank and Chase Bank USA, National Association; exercising independent judgment; and providing ongoing training to directors.

Each of the principal standing committees also conducts an annual self-assessment. ~~These assessments are~~

Each director participates in the self-assessment and provides feedback in multiple discussions on a range of issues. In 2017, discussion topics included:


▪	Strategic priorities


▪	Board structure


▪	How the Board spends its time


▪	Oversight and interaction with management


▪	Culture and conduct


▪	Committee effectiveness

The Board self-assessment is led by the Lead Independent Director. The self-assessment is conducted in two phases. First, the Board examines its performance against its obligations, such as regulatory requirements including its responsibilities under the OCC’s “Heightened Standards” for large national banks. The second phase of the self-assessment, which is overseen by the Governance Committee, is initiated by the distribution to each director of a discussion guide that is intended to provide a framework for the self-assessment. The Firm’s General Counsel assists with the self-assessment by speaking with each director in private one-on-one conversations and with each standing committee, and then reporting to the Lead Independent Director and the Board. The Board develops appropriate action plans that are reviewed by the Board throughout the year and considered in the self-assessment conducted in the following year.

Committee self-assessments include a review of performance against their respective committee ~~chairs~~charter requirements and ~~generally include, among other topics,~~focus on committee ~~composition and effectiveness, leadership,~~ agenda planning and the flow of information received from management.

Director education

An ongoing director education program assists Board members in fulfilling their responsibilities. The ~~Governance Committee periodically appraises~~program provides training on the ~~framework for~~Firm’s products, services, and lines of business; the risks that have a significant impact on the Firm; laws, regulations and supervisory requirements applicable to the Firm; and other topics identified by the Board of Directors.

Training commences with an orientation program when a new director joins the Board. Ongoing education is provided through written materials, presentations in Board meetings, and ~~committee self-assessment processes~~training outside the boardroom, including events intended to give directors client and other perspectives that can have a significant impact on the ~~allocation of responsibility among committees.~~Firm.



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~~BOARD ENGAGEMENT~~Board oversight of the business and affairs of the Firm

The Board ~~plays a key role~~is responsible for oversight of the business and affairs of the Firm on behalf of the Firm’s shareholders. Among its core responsibilities, the Board:


▪	Reviews the strategic priorities of the Firm


▪	Evaluates CEO performance and assesses whether the Firm has the proper management talent to pursue its strategic priorities


▪	Reviews the Firm’s financial performance and record of delivery of long-term value to our shareholders, and oversees the Firm's financial statements and the performance of the Firm's independent registered public accounting firm


▪	Oversees the culture and conduct program that sets forth the Firm’s expectations that employees will act with integrity at all times


▪	Oversees the Firm’s risk management and internal control frameworks that are intended to help ensure the Firm’s risks are being managed in an appropriate manner

Strategic oversight

The Firm’s Board of Directors actively engages with senior management with respect to the formulation and implementation of the Firm’s strategic initiatives. Each year’s strategic plans include evaluating performance against the prior year’s initiatives, assessing the current operating environment, refining existing strategies, and developing new strategic initiatives. Presentations by senior management regarding the strategic opportunities, priorities, and implementation strategies for their respective lines of business, and by the CEO and CFO on the Firm’s overall strategic direction, are provided throughout the year. These management presentations and financial plans serve as the basis for active dialogue with, and feedback from, the Board about the strategic risks and opportunities facing the Firm and its businesses.

CEO performance and executive talent management

The CMDC reviews the CEO’s performance periodically during the course of the year, and formally, at least annually. The CMDC’s review is presented to the Board, generally in ~~communicating~~January, in connection with the Board’s review of executive officer annual compensation. The

Board evaluation is conducted by the non-management directors, guided by the Lead Independent Director.

Succession planning for the CEO and other members of the Operating Committee is considered at least annually. The CMDC also discusses at least annually the talent pipeline for specific critical roles. The Board makes sure it has numerous opportunities to meet with, and assess development plans for, members of the Operating Committee and other high potential senior management leaders. This occurs through various means, including informal meetings, Board dinners, and presentations to the Board and its committees. For further information, see Compensation Discussion and Analysis on page xx.

Oversight of financial performance

Throughout the year, the Board reviews the Firm’s financial performance, including overseeing management’s execution against the Firm’s capital, liquidity, strategic, and financial operating plans.

Reports on the Firm’s financial performance are presented at each regularly scheduled Board meeting throughout the year. The Firm’s annual Comprehensive Capital Analysis and Review (CCAR) submission, which contains the Firm’s proposed plans regarding dividend payouts, stock repurchases and other capital actions, is reviewed and approved prior to its submission to the Federal Reserve. In addition, the Audit Committee of the Board assists the Board in the oversight of the Firm’s financial statements and internal control framework. The Audit Committee also assists the BOard in the appointment, compensation, retention, and overview of the Firm's independent registered public accounting firm. For further information, see “Risk oversight” below.

Culture and conduct oversight

The Firm strives for continuous improvement in the way it conducts its business. These efforts are aligned under our Firm’s ~~strategy~~“How We Do Business Framework” and include initiatives to enhance controls and employee training, development and talent retention.

Corporate standards are clearly articulated so they may be understood by every person at the Firm. To this end, the Firm has documented a set of 20 core Business



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Principles and a Code of Conduct (“Code”). The Business Principles set forth four central corporate tenets for the Firm: exceptional client service; operational excellence; a commitment to ~~doing~~integrity, fairness and responsibility; and a great team and winning culture.

The Code provides the principles that govern employee conduct with clients and customers, shareholders and one another, as well as with the markets and communities in which the Firm does business. All employees are required to complete Code training and annually reaffirm their compliance with the Code. Each member of the Board also annually affirms his or her compliance with the Code. For further information, see “Code of Conduct” under “Other Corporate Governance Policies and Practices” at page xx-xx.

The 20 Business Principles and Code of Conduct form the basis of the Firm’s Culture and Conduct Program (“Program”). The Program’s focus is on maintaining a strong corporate culture that instills and enhances a sense of personal accountability. Initiatives related to employee conduct and culture are broader than the Program. For additional information see “IV. Investing in our people” in the CD&A at page xx.

The Program is overseen by a senior management Culture and Conduct Risk Committee, headed by the Chief Culture and Conduct Officer who reports to the Chief Control Officer. This committee is responsible for capturing and analyzing conduct-related metrics, including customer complaints, workforce feedback, and employee conduct and compliance.

The CMDC provides oversight of the governance framework of the Program and the DRPC reviews reports of operational, compliance, and reputational matters (including sexual harassment matters) identified by the Program. In addition, the full Board receives a status presentation of the Program annually.

Risk oversight

Risk is an inherent part of JPMorgan Chase’s business activities. When the Firm extends a consumer or wholesale loan, advises customers on their investment decisions, makes markets in ~~accordance~~securities, or offers its products and services, the Firm takes on some degree of risk. The Firm’s overall objective is to manage its businesses, and the associated risks, in a manner that

balances serving the interests of its clients, customers, and investors and protects the safety and soundness of the Firm.

The key risk areas of the Firm are managed on an enterprise wide basis.

The Firm has an Independent Risk Management (“IRM”) function, which consists of the Risk Management and Compliance organizations. The CEO appoints, subject to DRPC approval, the Firm’s Chief Risk Officer to lead the IRM organization and manage the risk governance framework of the Firm. The risk governance framework is subject to approval by the DRPC in the form of the primary risk management policies.

Certain risks, such as strategic risk, are overseen by the full Board. Board committees support the Board’s oversight responsibility by overseeing the risk categories related to such committee’s specific area of focus. Each committee oversees reputation and conduct risk issues within its scope of responsibility. Risk issues that overlap committee responsibilities are reported to each committee overseeing such risk; when appropriate, relevant Board committees hold joint meetings.

Committee chairs report significant matters discussed at committee meetings to the full Board. Issues escalated to the full Board may be dealt with ~~our corporate standards.~~ in several ways, as appropriate: oversight of the risk issue may remain with the particular principal standing committee of the Board; the Board may establish a Specific Purpose Committee to oversee management’s addressing of such risk matters; or the Board may ask management to present more frequently to the full Board on such issue.

In addition, in order that risks are properly monitored, reported, escalated and overseen, the Firm has established protocols for the timely communication of matters of significance to the Board, including protocols for matters that are time sensitive and significant that may arise during periods between formal meetings of the Board.



29		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

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Board oversight of the key risks arising from the businesses and activities of the Firm are coordinated among Board committees generally as follows:



		BOARD OF DIRECTORS


Audit	CMDC		DRPC	Public Responsibility	Governance

Oversees:	Oversees:		Oversees:	Oversees:	Oversees:
▪ Internal control framework	▪ Review and approval of compensation philosophy and practices		▪ Global risk management framework	▪ Community investing and fair lending practices	▪ Governance risk including board composition and governance practices
▪ Integrity of financial statements	▪ Compensation programs		▪ Approval of primary risk policies and risk appetite statement	▪ Political engagement, including lobbying expenses and political contributions
▪ Legal risk	▪ Operating Committee performance assessments and compensation		▪ Market risk	▪ Sustainability
▪ Global compliance program	▪ Culture and conduct framework		▪ Credit risk	▪ Consumer practices, including consumer experience, consumer complaint resolution, and consumer issues related to disclosures, fees or the introduction of major new products
▪ Technology and cybersecurity risk			▪ Country risk
			▪ Investment portfolio risk
			▪ Liquidity risk
			▪ Estimations and Model risk
			▪ Framework for operational risk, reputation risk, and compliance risk including fiduciary and conduct risk

For more information about committee responsibilities, see “Committees of the Board” at page xx-xx.

For more information about the Firm’s risk management, see the “Enterprise-wide risk management” section of the Firm’s Annual Report on Form 10-K for the year ended December 31, 2017.



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Active Board engagement with the Firm’s stakeholders

Active engagement

The Board, as a group or as a subset of one or more directors, meets periodically throughout the year with the Firm’s ~~senior executives,~~ shareholders, employees and regulators, and with non-governmental organizations, and other persons interested in our strategy, ~~performance, governance, or~~ business practices, ~~and frequently engages on the topic of~~governance, culture and ~~conduct.~~

~~Shareholders~~conduct, and performance. For more information, see the CD&A at pages xx-xx.

Engagement and transparency with our ~~shareholders~~stakeholders help ~~the~~our Firm gain useful feedback on a wide variety of topics, including corporate governance, compensation practices, shareholder communication, Board composition, shareholder proposals, business performance and the operation of the Firm. This informationfeedback. Information garnered from these meetings is shared regularly with the Firm’s ~~management~~Board of Directors and ~~the Board and is considered in the processes that set the governance practices and strategic direction for the Firm. Shareholder feedback~~senior management.

Feedback from our stakeholders also helps us ~~to better tailor the public~~provide information ~~we provide~~ to ~~address the interests and inquiries of~~ our shareholders and other interested ~~parties.~~parties that better addresses their inquiries and improves our governance processes.

~~The Firm interacts and communicates with~~Stakeholders, including shareholders in a number of forums, including quarterly earnings presentations, SEC filings, the Annual Report and proxy statement, the annual meeting, the annual Investor Day, our annual Environmental, Social and Governance (“ESG”) and Corporate Responsibility Reports, investor conferences and web communications. We also conduct a formal shareholder outreach program twice a year. This program covers a wide array of topics with a broad group of shareholders, and shareholder feedback is regularly provided to the Board and the Firm’s management. Discussions during the lead-up to our annual meeting are usually focused on specific issues related to the proxy statement while discussions at other times of the year are typically focused on corporate governance and other topics of interest to our shareholders, including our strategy and financial results.

~~In addition, the Board has endorsed the Shareholder-Director Exchange (SDX) Protocol as a guide for effective, mutually beneficial engagement between shareholders and directors.~~

~~In 2016, outreach efforts included the following:~~

Hosted more than 90 shareholder outreach discussions, covering shareholders representing in the aggregate over 40% of our outstanding common stock – similar to our 2015 outreach program. Topics included:


—	~~company strategy and performance~~


—	~~management and Board compensation~~


—	~~Board structure and composition~~


—	~~Corporate Governance Principles and By-Laws, including proxy access~~


—	~~succession planning~~


—	~~environmental and social issues~~


—	~~disclosures – proxy format and content~~

Members of senior management participated in more than 60 investor meetings and presented at 12 investor conferences. Members of senior management also made trips to major cities throughout the U.S., as well as international trips to Asia and Europe, during which they met in person with shareholders and other interested parties.

Members of senior management presented at the annual Investor Day on the Firm’s strategy and financial performance and our CEO and Lead Independent Director presented to shareholders at the Firm’s annual meeting.

~~Shareholders~~ and interested parties who wish to contact our Board of Directors, any Board member, including the Lead Independent Director, any committee chair, or the independent directors as a group, may mail their correspondence to: JPMorgan Chase & Co., Attention (name of Board member(s)), Office of the Secretary, 270 Park Avenue, New York, NY 10017, or e-mail the Office of the Secretary at corporate.secretary@jpmchase.com.

Engagement with shareholders

We have an active and ongoing approach to engagement on a wide variety of topics (e.g., strategy, performance, competitive environment) throughout the year. We receive feedback from our shareholders and other interested parties, including:


▪	Institutional shareholders


▪	Retail shareholders


▪	Fixed-income investors


▪	Proxy advisory firms


▪	ESG rating firms


▪	Industry thought leaders

These interactions and communications take a variety of forms. They include our annual Investor Day, quarterly earnings calls, and presentations at investor conferences, as well as our annual shareholder

meeting. They also include information provided in our SEC filings, including the Annual Report and proxy statement, and in press releases, information on our website, and in our annual Environmental, Social and Governance (“ESG”) and Corporate Responsibility Reports.

In 2017:


▪	Senior management hosted more than 50 investor meetings and presented at 12 investor conferences.


▪	Members of senior management made trips to major cities throughout the U.S. and Canada, as well as international trips to Asia and Europe, during which they met in person with shareholders and other interested parties.


▪	At the annual Investor Day, senior management reviewed the Firm’s strategy and financial performance.


▪	Our CEO and Lead Independent Director presented to shareholders at the Firm’s 2017 annual meeting and are expected to do so again at this year's annual meeting.

We also conduct a formal shareholder engagement program twice a year. This program covers a wide array of topics with a broad group of shareholders. Our Lead Independent Director participates in certain discussions with our larger shareholders.

Our shareholder outreach efforts in 2017 included hosting more than 80 discussions, covering shareholders representing in the aggregate over 45% of our outstanding common stock. Topics included:


▪	Firm strategy and performance


▪	Executive compensation


▪	Board composition


▪	Management and Board succession planning


▪	Environmental, social and governance matters


▪	Shareholder rights


▪	Risk management


▪	Culture and conduct


▪	Public disclosures, including proxy format and content



31		26 •JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT

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~~Shareholder~~In addition, as part of our engagement discussions with shareholders this year, we requested feedback about our By-Law provision regarding shareholders’ rights

~~The Firm’s By-Laws and Certificate~~ to call a special meeting. We heard a variety of ~~Incorporation provide shareholders with important~~views, including concerns some had about shareholder rights ~~including:~~

~~Proxy access, which enables eligible shareholders to include their nominees for election as directors in the Firm’s proxy statement. Proxy access is described in more detail on page~~ ~~101~~ ~~of this proxy statement.~~

~~The ability~~ to call a special meeting bywithout adequate procedural safeguards, including the appropriate threshold of shareholders ~~holding~~needed to request such a meeting. In light of the continued interest in this issue, and in lieu of a shareholder proposal seeking to reduce the current threshold, the Board has included in this proxy statement a management proposal requesting that the Firm’s shareholders ratify the current special meeting provisions in our By-Laws which grant shareholders who own at least 20% of the ~~outstanding~~Firm’s shares the right to call a special meeting. The results of ~~our common stock (net~~this vote will be taken into account in the Board’s ongoing consideration of ~~hedges).~~its corporate governance practices. See Proposal 2, “Ratification of special meeting provisions in the Firm’s By-Laws”, at page xx-xx.

~~The ability~~

Engagement with employees

Our Board is committed to maintaining a strong corporate culture that instills and enhances a sense of ~~shareholders holding at least 20%~~personal accountability on the part of all of the ~~outstanding shares of~~Firm’s employees.

In addition to discussions at Board meetings with senior management about these efforts, our ~~common stock (net of hedges)~~directors participate in meetings with employees to ~~act by written consent on terms substantially similar to the terms applicable to call special meetings.~~

~~The Firm’s By-Laws and Certificate of Incorporation are available on our website at jpmorganchase.com/governance, under the heading Governance, which is under the About Us tab.~~

~~Regulators~~

We are committed to transparency and responsiveness in our extensive interactions with our regulators. That means seeking to provide them with complete, accurate and timely information and maintaining an open, ongoing dialogue. Our senior leaders and our Board continued to commit significant time to meet with our regulators in 2016. Such frequent interaction helps us hear firsthand from regulators and gives us a forum for keeping them well-informed on our businesses.

~~During 2016, all of our independent Board members met with certain of our regulators to discuss their expectations on effective Board oversight.~~

~~Culture~~

The Board has been engaged with management on the importance of strong corporate standards and the need to reinforce the Firm’s commitment to doing business the right way and to establish a clear and common vocabulary for communicatingemphasize this commitment.

~~Directors also highlight the importance of our corporate standards through participation in less formal settings, such as~~ These meetings include employee town ~~hall and other meetings held by our~~halls, lines of business and ~~functions for employees and/or~~ leadership ~~teams,~~team events, annual senior leaders’ meetings, ~~with the Firm’s senior leaders,~~ and ~~regularly scheduled~~ informal sessions with members of the ~~Firm’s~~ Operating Committee and other senior leaders. ~~For more~~

Engagement with regulators

Our Board and senior leaders commit significant time meeting with regulators from the U.S. and from other countries. Frequent interaction helps us learn first-hand from regulators, including their expectations on effective Board oversight. It also gives the Board and management a forum for keeping our regulators well-informed about the Firm’s performance and business practices.

~~information~~Engagement with non-governmental organizations

We engage with numerous non-governmental organizations on a diverse range of issues that are important to communities and consumers about our business. For example, through the Chase Advisory Panel program, senior executives engage with national consumer policy groups to discuss issues related to the Firm’s ~~corporate standards see “How we do business~~”products, policies, customer-facing practices, communications and public policy issues. We also engage with organizations on ~~page 31~~environmental and social issues and maintain philanthropic partnerships with a broad range of ~~this proxy statement.~~

~~DIRECTOR INDEPENDENCE~~

~~The Board’s commitment~~groups that work on issues that are important to ~~independence begins~~our Firm. Management shares feedback from these engagements with the ~~individual directors. All of~~Board, providing it with valuable insight to the issues that matter to these stakeholders, and helps us understand how the Firm’s products and services can better serve our ~~non-management Board members are independent under the standards established by the NYSE~~stakeholders and the Firm’s independence standards. Directors are determined to be independent if they have no disqualifying relationship, as defined by the NYSE, and if the Board has affirmatively determined they have no material relationship with JPMorgan Chase, directly or as a partner, shareholder or officer of an organization that has a relationship with JPMorgan Chase.communities in which we operate.

~~In determining the independence of each director, the Board uses the following criteria:~~

~~The Corporate Governance Principles adopted by the Board and published on our website at~~ ~~jpmorganchase.com/corp-gov-principles, under the heading Governance, which is under the About Us tab~~

~~The NYSE corporate governance listing standards~~

The Board has reviewed the relationships between the Firm and each director and determined that in accordance with the NYSE’s and the Firm’s independence standards, each non-management director (Linda B. Bammann, James A. Bell, Crandall C. Bowles, Stephen B. Burke, Todd A. Combs, James S. Crown, Timothy P. Flynn, Laban P. Jackson, Jr., Michael A. Neal, Lee R. Raymond and William C. Weldon) has only immaterial relationships with JPMorgan Chase. Accordingly, all directors other than Mr. Dimon are independent.

Because of the nature and broad scope of the services provided by the Firm, there may be ordinary course of business transactions between the Firm and any independent director, his or her immediate family members or principal business affiliations. These may include, among other things, extensions of credit and other financial and financial advisory products and services; business transactions for property or services; and charitable contributions made by the JPMorgan Chase Foundation or the Firm to any nonprofit



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Other corporate governance policies and practices

Shareholder rights

The Firm’s Certificate of Incorporation and By-Laws provide shareholders with important rights, including:


▪	Proxy access, which enables eligible shareholders to include their nominees for election as directors in the Firm’s proxy statement. For further information, see page xx-xx, “Shareholder proposals and nominations for the 2019 annual meeting.”


▪	The ability to call a special meeting by shareholders holding at least 20% of the outstanding shares of our common stock (net of hedges). For further information, see Proposal 2, “Ratification of special meeting provisions in the Firm’s By-Laws” at page xx.


▪	The ability of shareholders holding at least 20% of the outstanding shares of our common stock (net of hedges) to act by written consent on terms substantially similar to the terms applicable to call special meetings.


▪	Majority election of directors


▪	No “poison pill” in effect


▪	No supra-majority vote requirements in our Certificate of Incorporation or By-Laws

The Firm’s Certificate of Incorporation and By-Laws are available on our website at jpmorganchase.com/governance.

Policies and procedures for approval of related party transactions

The Firm has adopted a written Transactions with Related Persons Policy (“Policy”), which sets forth the Firm’s policies and procedures for reviewing and approving transactions with related persons – basically our directors, executive officers, their respective immediate family members, and 5% shareholders. The transactions covered by the Policy include any financial transaction, arrangement or relationship in which the Firm is a participant, the related person has or will have a direct or indirect material interest, and the aggregate amount involved will or may be expected to exceed $120,000 in any fiscal year.

After becoming aware of any transaction which may be subject to the Policy, the related person is required to report all relevant facts with respect to the transaction to the General Counsel of the Firm. Upon determination by the General Counsel that a transaction requires review under the Policy, the material facts respecting the transaction and the related person’s interest in the transaction are provided to the Governance Committee. The transaction is then reviewed by the disinterested members of the Governance Committee, which then determines whether approval or ratification of the transaction shall be granted. In reviewing a transaction, the Governance Committee considers facts and circumstances that it deems relevant to its determination, such as: management’s assessment of the commercial reasonableness of the transaction; the materiality of the related person’s direct or indirect interest in the transaction; whether the transaction may involve an actual, or the appearance of, a conflict of interest; and, if the transaction involves a director, the impact of the transaction on the director’s independence.

Certain types of transactions are pre-approved in accordance with the terms of the Policy. These include transactions in the ordinary course of business involving financial products and services provided by, or to, the Firm, including loans, provided such transactions are in compliance with the Sarbanes-Oxley Act of 2002, Federal Reserve Board Regulation O and other applicable laws and regulations.

Transactions with directors, executive officers and 5% shareholders

Our directors and executive officers, and some of their immediate family members and affiliated entities, and BlackRock and Vanguard, beneficial owners of more than 5% of our outstanding common stock, were customers of, or had transactions with, JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during 2017. Additional transactions may be expected to take place in the future.

Any outstanding loans to the foregoing persons and entities and any other transactions involving the Firm’s financial products and services (such as banking,



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~~organization~~brokerage, investment, investment banking, and financial advisory products and services) provided to such persons and entities: (i) were made in the ordinary course of ~~which~~business, (ii) were made on substantially the same terms (including interest rates and collateral (where applicable)), as those prevailing at the time for comparable transactions with persons and entities not related to the Firm, and (iii) did not involve more than the normal risk of collectibility or present other unfavorable features.

The fiduciary committees for the JPMorgan Chase Retirement Plan and for the JPMorgan Chase 401(k) Savings Plan (each, a ~~director~~“Plan”) entered into agreements with BlackRock giving it discretionary authority to manage certain assets on behalf of each Plan. Pursuant to these agreements, fees of approximately $4.6 million were paid by the Plans to BlackRock in 2017. Subsidiaries of the Firm have subscribed to information services provided by BlackRock, including select market data, analytics and modeling, and paid BlackRock approximately $1 million in 2017 for the services. JPMorgan Chase paid Blackrock approximately $4.4 million in 2017 to access its Aladdin® platform.

Certain J.P. Morgan mutual funds and subsidiaries entered into a sub-transfer agency agreement with Vanguard and paid Vanguard approximately $550,000 in 2017 for services rendered, primarily accounting, recordkeeping and administrative services.

John Donnelly, who is currently a Vice Chairman and was an executive officer of the Firm in 2017, has a son who is currently employed by the Firm and who is provided compensation and benefits in accordance with the Firm’s employment and compensation practices applicable to employees holding comparable positions. Mr. Donnelly’s son has been employed by the Firm since 2010, currently as an ~~officer.~~associate in the Corporate & Investment Bank, and for 2017, received compensation of $245,000, including annual salary and incentive awards. This family member does not share a household with Mr. Donnelly.

~~In making its determinations regarding director independence,~~

Compensation & Management Development Committee interlocks and insider participation

The members of the CMDC are listed on page [xx] of this proxy statement. No member of the CMDC is or ever was a JPMorgan Chase officer or employee. No

JPMorgan Chase executive officer is, or was during 2017, a member of the board of directors or compensation committee (or other committee serving an equivalent function) of another company that has, or had during 2017, an executive officer serving as a member of our Board ~~considered:~~

~~Consumer credit: extensions~~or the CMDC. All of ~~credit provided~~the members of the CMDC, and/or some of their immediate family members and affiliated entities, were customers of, or had transactions with, JPMorgan Chase or our banking or other subsidiaries in the ordinary course of business during 2017. Additional transactions may be expected to take place in the future. Any outstanding loans to the directors ~~Bowles and Jackson; and credit cards issued to directors Bammann, Bell, Bowles, Crown, Flynn, Jackson, Neal, Raymond, and Weldon,~~serving on the CMDC and their immediate family members

~~Wholesale credit: extensions of credit~~ and affiliated entities, and any transactions involving other financial products and ~~financial advisory~~ services provided to NBCUniversal, LLC and Comcast Corporation, for which Mr. Burke is the Chief Executive Officer and a senior executive, respectively, and their subsidiaries; Berkshire Hathaway, Inc., for which Mr. Combs is an Investment Officer, and its subsidiaries; Henry Crown and Company, for which Mr. Crown is the President, and other Crown family-owned entities; and a company that has among its principal shareholders, funds managed by The Energy & Minerals Group, for which a son of Mr. Raymond is the Chief Executive Officer

~~Goods and services: commercial office space leased~~ by the Firm ~~from subsidiaries~~to such persons and entities were made in accordance with the standards stated above for transactions with directors, executive officers and 5% shareholders.

Political activities and lobbying

JPMorgan Chase believes that responsible corporate citizenship demands a commitment to a healthy and informed democracy through civic and community involvement. In furtherance of ~~companies~~this, the Firm is regularly involved in ~~which Mr. Crown~~legislative activities across a spectrum of policy areas that could significantly affect our operations and ~~members of his immediate family have indirect ownership interests; national media placements with NBCUniversal~~results. The Firm’s policies and ~~Comcast outlets; and purchases from Berkshire Hathaway subsidiaries of merchandising fixtures, private aviation services, press release distributions, and professional services~~practices related to political activities:


▪	Prohibit contributions of corporate funds to candidates, political party committees and political action committees


▪	Provide that our Firm inform the U.S. trade organizations of which it is a member not to use any payments made by the Firm to these organizations, including membership fees and dues, for any election-related activity


▪	Prohibit corporate funds from being used to make contributions to broad-based groups organized under Section 527 of the Internal Revenue Code


▪	Restrict corporate contributions to groups organized under Section 501(c)(4) of the Internal Revenue Code for election-related activity


▪	Prohibit the use of corporate funds to make independent political expenditures, including electioneering communications



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The Firm discloses on its website, at jpmorganchase.com/politicalactivities, contributions made by the Firm’s ~~corporate-owned aircraft~~Political Action Committees (PACs) and contributions of corporate funds to ballot committees and groups organized under Section 501(c)(4) of the Internal Revenue Code for public policy matters.

For further information regarding the Firm’s policy engagement and political participation activities, see our website at jpmorganchase.com/policy-engagement.

Code of Conduct

Employees are required to speak up about misconduct and report suspected or known Code of Conduct (“Code”) violations. (For additional information on the Code, see “Culture and conduct oversight” at page xx.) We also provide guidelines to employees in our Human Resources, Global Security & Investigations and Legal departments regarding the review and treatment of employee-initiated complaints, including the proper escalation of suspected or known violations of the Code, other Firm policy, or the law. The ~~Board reviewed these relationships~~Code prohibits retaliation against anyone who raises an issue or concern in ~~light~~good faith.

Employees can report any known or suspected violations of ~~its independence standards~~the Code in person or via the Code Reporting Hotline by phone or the internet. The Hotline is anonymous, except in certain non-U.S. jurisdictions where laws prohibit anonymous reporting, and ~~determined that none~~is available 24/7 globally, with translation services. It is maintained by an outside service provider.

Suspected violations of ~~them creates a material relationship between~~the Code, other Firm policy or the law are investigated by the Firm and ~~the applicable director or would impair the independence or judgment~~may result in an employee being cleared of the ~~applicable director.~~suspected violation or in an escalating range of actions, including termination of employment, depending upon the facts and circumstances. Compliance and Human Resources report annually to the Audit Committee on the Code of Conduct program and provide an update on the employee completion rate for Code of conduct training and affirmation.

Code of Ethics for Finance Professionals

The purpose of our Code of Ethics is to promote honest and ethical conduct and compliance with the law in connection with the maintenance of the Firm’s financial books and records and the preparation of our financial statements.

Supplier Code of Conduct

Suppliers are expected to have high standards of business conduct, integrity and adherence to the law. The Supplier Code of Conduct applies to our suppliers, vendors, consultants, contractors and other third parties working on behalf of the Firm, as well as to the owners, officers, directors, employees and contractors of these supplier organizations and entities. The Supplier Code of Conduct communicates our expectations on a range of issues, including the Firm’s Business Principles and our suppliers’ responsibility to comply with laws and regulations and operate responsibly with respect to environmental, social and human rights matters.

Section 16(a) beneficial ownership reporting compliance

Our directors and certain senior officers filed reports with the SEC indicating the number of shares of any class of our equity securities they owned when they became a director or executive officer and, after that, any changes in their ownership of our equity securities. They must also provide us with copies of these reports. These reports are required by Section 16(a) of the Securities Exchange Act of 1934. We have reviewed the copies of the reports that we have received and written representations from the individuals required to file the reports. Based on this review, we believe that during 2017, each of our directors and executive officers filed reports required under Section 16(a) on a timely basis.



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~~DIRECTOR COMPENSATION~~Director compensation

The Governance Committee is responsible for reviewing director compensation and making recommendations to the Board. In making its recommendations, the Governance Committee annually reviews the Board’s responsibilities and the compensation practices of peer firms, which includes the same group of peer firms ~~in the peer groups used by the CMDC~~referenced for ~~benchmarking as part of assessing~~NEO compensation ~~practices and pay levels for Operating Committee members.~~comparison. For more information ~~on these peer groups~~ see “Evaluating market practices” on page 43xx of this proxy statement. ~~In addition, the~~

The Board believes it is desirable that a significant portion of director compensation be linked to the Firm’s performance and is therefore paid in common stock.

Annual compensation

For ~~2016,~~2017, each non-management director received an annual cash retainer of ~~$75,000~~$100,000 and an annual grant, made when annual employee incentive compensation was paid, of deferred stock units valued at ~~$225,000,~~$250,000 on the date of grant. Additional cash compensation was paid for certain committees and other services as described ~~on page 29 of this proxy statement.~~

Effective for 2017, the directors’ annual cash retainer was increased to $100,000 and the annual grant of deferred stock units was increased to $250,000. The increase is intended to reflect the significant responsibility and workload required of our directors and to maintain a competitive program.below.

Each deferred stock unit included in the annual grant to directors represents the right to receive one share of the Firm’s common stock and dividend equivalents payable in deferred stock units for any dividends paid. Deferred stock units have no voting rights. In January of the year immediately following a director’s termination of service, deferred stock units are distributed in shares of the Firm’s common stock in either a lump sum or in annual installments for up to 15 years as elected by the director.



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The following table summarizes the ~~2016~~2017 annual compensation for non-management directors for service on the Boards of the Firm and of JPMorgan Chase Bank, National Association (“Bank”). There is no additional compensation paid for service on the Board of Chase Bank USA, National ~~Association.~~Association or JPMorgan Chase Holdings LLC.

Compensation Amount ($)
Board retainer $ 75,000
Lead Independent Director retainer 30,000
Audit and Risk Committee chair retainer 25,000
Audit and Risk Committee member retainer 15,000
All other committees chair retainer 15,000
Deferred stock unit grant 225,000
Bank board retainer 15,000
Bank board chair retainer 25,000



Compensation	Amount ($)
Board retainer	$	100,000
Lead Independent Director retainer	30,000
Audit and Risk Committee chair retainer	25,000
Audit and Risk Committee member retainer	15,000
All other committees chair retainer	15,000
Deferred stock unit grant	250,000
Bank board retainer	15,000
Bank board chair retainer	25,000

The Board may periodically ask directors to serve on one or more Specific Purpose Committees or other committees that are not one of the Board’s principal standing committees or to serve on the board of directors of a subsidiary of the Firm. Any compensation for such service is included in the ~~“2016~~“2017 Director compensation table” below.

See Proposal 4, "Approval of Amended and Restated Long-Term Incentive Plan effective May 15, 2018" on page xx for information relating to our non-management director compensation program and proposed changes to it.

~~2016~~



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2017 Director compensation table

The following table shows the compensation for each non-management director in ~~2016.~~2017. The Board has determined that the earliest it would consider an increase in director compensation is 2020.


Director	Fees earned or paid in cash ($)¹			2016 Stock award ($)²			Other fees earned or paid in cash ($)³			Total ($)			Fees earned or paid in cash ($)¹		2017 Stock award ($)²			Other fees earned or paid in cash ($)³			Total ($)
Linda B. Bammann		$	90,000		$	225,000		$	34,375		$	349,375	$	134,583		$	250,000		$	17,500		$	402,083
James A. Bell		90,000			225,000			39,375			354,375		134,583			250,000			45,000			429,583
Crandall C. Bowles		105,000			225,000			39,375			369,375		130,000			250,000			42,500			422,500
Stephen B. Burke		75,000			225,000			9,375			309,375		100,000			250,000			15,000			365,000
Todd A. Combs ⁴		21,250			—			4,250			25,500
Todd A. Combs													111,750			250,000			15,000			376,750
James S. Crown		115,000			225,000			15,000			355,000		120,417			250,000			15,000			385,417
Timothy P. Flynn		90,000			225,000			34,375			349,375		115,000			250,000			30,000			395,000
Laban P. Jackson, Jr.		115,000			225,000			192,500			532,500		120,417			250,000			187,500			557,917
Michael A. Neal		90,000			225,000			9,375			324,375		115,000			250,000			15,000			380,000
Lee R. Raymond		120,000			225,000			46,875			391,875		145,000			250,000			42,500			437,500
William C. Weldon		90,000			225,000			102,500			417,500		115,000			250,000			77,500			442,500


¹	Includes fees earned, whether paid in cash or deferred, for service on the Board of ~~JPMorgan Chase.~~Directors. For additional information on each Director’s service on ~~the Board and~~ committees of JPMorgan Chase, see “Committees of the ~~board~~Board” at page 20xx-xx of this proxy statement.

On January ~~19, 2016,~~17, 2017, each director received an annual stock award in an amount of deferred stock units equal to ~~$225,000,~~$250,000, based on a grant date fair market value of ~~$57.24.~~the Firm’s common stock of $84.25 per share. The aggregate number of option awards and stock awards outstanding at December 31, ~~2016,~~2017, for each current director is included in the “Security ownership of directors and executive officers” table on page 71xx of this proxy statement under the columns “Options/SARs/Warrants exercisable within 60 days” and “Additional underlying stock units,” respectively. All such awards are vested.

Includes fees paid to the non-management directors for their service on the Board of Directors of the Bank or who are members of one or more Specific Purpose Committees. ~~Fees were prorated for those directors who joined the Bank Board during 2016.~~ A fee of $2,500 is paid for each Specific Purpose Committee meeting attended (with the exception of the Omnibus Committee). Also includes for Mr. Jackson, $110,000 in compensation during ~~2016~~2017 in consideration of his service as a director of J.P. Morgan Securities plc, one of the Firm’s principal operating subsidiaries in the United Kingdom and a subsidiary of the Bank.


⁴	~~Mr. Combs joined the JPMorgan Chase Board in September 2016; his retainer for Board service in 2016 was prorated.~~



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Stock ownership: no sales, no hedging, no pledging

As stated in the Corporate Governance Principles and further described in ~~“No Hedging/Pledging”~~“Anti-Hedging/Anti-Pledging Provisions” on page 60xx of this proxy statement, each director agrees to retain all shares of the Firm’s common stock he or she purchased on the open market or received pursuant to ~~their~~his or her service as a Board member for as long as ~~they serve~~he or she serves on our Board.

Shares held personally by a director may not be held in margin accounts or otherwise pledged as collateral, nor may the economic risk of such shares be hedged.

As detailed at page 71xx of this proxy statement under “~~Security~~“Security ownership of directors and executive officers,,” Mr. Crown has ownership of certain shares attributed to him that arise from the business of Henry Crown and Company, an investment company where Mr. Crown serves as President, and trusts of which Mr. Crown serves as trustee (the “Attributed Shares”). Mr. Crown disclaims beneficial ownership of such ~~shares,~~Attributed Shares, except to the extent of his pecuniary interest. The Attributed Shares are distinct from shares Mr. Crown or his spouse own individually, or shares held in trusts for the benefit of his children (the “Crown Personally Held Shares”). The Firm has reviewed the potential pledging of the Attributed Shares with Mr. Crown, recognizes Mr. Crown’s distinct obligations with respect to Henry Crown and Company and the trusts, and believes such ~~shares~~Attributed Shares may be prudently pledged or held in margin loan accounts. Crown Personally Held Shares are not and may not be held in margin accounts or otherwise pledged as collateral, nor may the economic risk of such shares be hedged.

Deferred compensation

Each year non-management directors may elect to defer all or part of their cash compensation. A director’s right to receive future payments under any deferred compensation arrangement is an unsecured claim against JPMorgan Chase’s general assets. Cash amounts may be deferred into various investment equivalents, including deferred stock units. Upon retirement from the Board, compensation deferred into stock units will be distributed in stock; all other deferred cash compensation will be distributed in cash. Deferred compensation will be distributed in either a lump sum or in annual installments for up to 15 years as elected by the director commencing in January of the year following the director’s retirement from the Board.

Reimbursements and insurance

The Firm reimburses directors for their expenses in connection with their Board service or pays such expenses directly. The Firm also pays the premiums on directors’ and officers’ liability insurance policies and on travel accident insurance policies covering directors as well as employees of the Firm.



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~~How we do business~~

As a Firm we have worked to strengthen our corporate culture, including by rededicating ourselves to the Firm’s mission and business principles. We aligned our efforts under the “How We Do Business” framework and launched a global Culture and Conduct program focused on maintaining a strong corporate culture that instills and enhances a sense of personal accountability. As part of our efforts to continue to embed culture into our business-as-usual operating environment, the Firm has named senior executives to serve as the Executive Sponsors of the Culture and Conduct program on behalf of the Operating Committee. This executive sponsorship helps the program remain a business-driven key priority for every line of business and function. The Culture and Conduct program is further enhanced by operational oversight from our Human Resources and more recently, our Oversight & Control departments.

It is important that corporate standards be clearly articulated so that they may be fully understood by every person at the Firm. To that end, in addition to the Culture and Conduct program work, our Firm’s principles are documented in our Business Principles, Code of Conduct (“Code”) and Code of Ethics for Finance Professionals, each of which is described below.

~~BUSINESS PRINCIPLES~~

We have a clearly articulated set of 20 core business principles, representing four central corporate tenets for our Firm: exceptional client service; operational excellence; a commitment to integrity, fairness and responsibility; and a great team and winning culture. Today, these Business Principles, which we distributed to all Firm employees, remain at the heart of all business activities; together with our Code of Conduct, they help frame the behaviors we expect of our more than 240,000 employees globally. The full set of Business Principles is included in our report “How We Do Business” which is posted on our website at jpmorganchase.com/principles, under the heading Our Businesses, which is under the About Us tab. These principles provide the road map for how all employees at JPMorgan Chase are expected to behave and will continue to guide the Firm as we move forward.

~~CODE OF CONDUCT~~

The Code sets forth our expectation that employees will conduct themselves with integrity at all times and provides the principles that govern employee conduct with clients and customers, shareholders and one another, as well as with the markets and communities in which the Firm does business. All new hires must complete Code training shortly after their start date with the Firm. Annually all employees are required to complete Code training and reaffirm their compliance with the Code.

Employees can report any known or suspected violations of the Code via the Code Reporting Hotline by phone, web, e-mail, mail or fax. The Hotline is anonymous, except in certain non-US jurisdictions where laws prohibit anonymous reporting, and is available 24/7 globally, with translation services. It is maintained by an outside service provider to enhance employee confidentiality.

Employees are required to speak up about misconduct and report suspected or known Code violations. We also provide guidelines to employees in our Human Resources, Global Investigations and Legal departments regarding the review and treatment of employee-initiated complaints, including the proper escalation of suspected or known violations of the Code, other Firm policy or the law. The Code prohibits retaliation against anyone who raises an issue or concern in good faith.

Suspected violations of the Code, Firm policy or the law are investigated by the Firm and may result in an employee being cleared of the suspected violation or an escalating range of actions depending upon the facts and circumstances, including termination of employment. A Chief Compliance Officer and a Human Resources executive annually report to the Audit Committee on the Code of Conduct program and review the record of compliance.

~~CODE OF ETHICS FOR FINANCE PROFESSIONALS~~

The Code of Ethics for Finance Professionals applies to the CEO, CFO, Controller and all other professionals of the Firm worldwide serving in a finance, accounting, line of business treasury, tax or investor relations role. The purpose of our Code of Ethics is to promote honest and ethical conduct and compliance with the law in connection with the maintenance of the Firm’s financial books and records and the preparation of our financial statements.



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Proposal 2 – Ratification of special meeting provisions in the the Firm’s By-Laws

~~SUPPLIER CODE OF CONDUCT~~

~~Suppliers~~

Executive summary

The Board is seeking shareholder ratification of the provisions of the Firm’s By-Laws, as amended (the “By-Laws”), that grant shareholders who own at least 20% of the Firm’s outstanding shares of common stock and satisfy other requirements the ability to direct JPMorgan Chase to call a special meeting of shareholders (the “Special Meeting Provisions”).

In 2006, the Board amended the Firm’s By-Laws to allow shareholders who own at least 33% of the Firm’s outstanding shares of common stock and satisfy other requirements the ability to direct JPMorgan Chase to call a special meeting of shareholders. In 2009, the Firm amended its By-Laws to reduce the ownership percentage needed to request that the Firm call a special meeting of shareholders (the “Ownership Threshold”) from 33% to 20%. Shareholder proposals to lower the Ownership Threshold further have been voted on at each of JPMorgan Chase’s annual meetings held in 2010, 2014, 2015 and 2017. Each such proposal was voted down by the Firm’s shareholders.

A shareholder proposal to lower the Ownership Threshold again was submitted with respect to this annual meeting. The Board determined instead to request that the Firm’s shareholders ratify JPMorgan Chase’s current Special Meeting Provisions. Because the Board is seeking ratification, the shareholder proposal has been omitted.

Summary of Special Meeting Provisions

The Special Meeting Provisions, which are ~~expected to have~~set forth in Section 1.02 of the ~~highest standards~~By-Laws, provide that one or more shareholders of ~~business conduct, integrityand adherence to the law. The Supplier Code of Conduct (“Supplier Code”) applies to our suppliers, vendors, consultants, contractors and other third parties working~~record (acting on their own behalf or on behalf of beneficial owners) owning shares representing at least 20% of the outstanding shares of common stock of the Firm ~~as well as~~have the ~~owners, officers, directors, employees and contractors~~ability to require the Firm to call a special meeting of ~~these supplier organizations and entities. The Supplier Code communicates our expectations on a range of issues, including~~ the ~~Firm’s Ethical Business Principles, and suppliers' responsibility to comply with laws and regulations and to operate responsibly with respect to environmental, social and human rights matters.~~shareholders.


▪	Stock ownership is determined under a “net long” standard to provide assurance that shareholders seeking to call a special meeting possess both (i) full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares.


▪	Shareholders seeking to call a special meeting are required to provide information similar to the information required for shareholder nominations at annual meetings under the By-Laws.


▪	The special meeting right is subject to certain limitations designed to prevent duplicative and unnecessary meetings. A special meeting request is not valid if:


–	the proposed meeting relates to an item of business that is not a proper subject for shareholder action under applicable law;


–	an otherwise valid special meeting request is submitted during the period commencing 90 days prior to the first anniversary of the date of the notice of annual meeting for the immediately preceding annual meeting and ending on the earlier of (x) the date of the next annual meeting and (y) 30 calendar days after the first anniversary of the date of the immediately preceding annual meeting;


–	an identical or substantially similar item (as determined in good faith by the Board, a “Similar Item”), other than the election of directors, was presented at a meeting of the shareholders held not more than 12 months before the special meeting request is delivered;


–	a Similar Item, including an item related to the removal or election of directors, was presented at a meeting of the shareholders held not more than 90 days before the special meeting request is delivered; or


–	a Similar Item is included in the Firm’s notice as an item of business to be brought before a shareholder meeting that has been called by the time the special meeting request is delivered but not yet held.

~~Environmental, social and governance issues~~

~~Effectively addressing environmental, social and governance (“ESG”) issues~~The above summary is a key part of building a great company. Doing so means having strong governance, effective risk management systems and robust controls. It includes dedicating ourselves to delivering exceptional service for our customerssubject, in a fair and transparent manner, investing in our employees’ development and fostering an inclusive work environment. It also involves considering environmental and social issues in our business and operations.

Management of these important issues is integrated into the work that we do. We are committed to providing information to our stakeholders about how we leverage our resources and capabilities to help solve pressing social, economic and environmental challenges. We communicate information about our approach to ESG issues through a variety of channels, including reports and presentations, regulatory filings, press releases and direct engagement with stakeholders. We have a dedicated ESG Information page on our website to facilitate accessall respects, to the ~~range~~Special Meeting Provisions, which are attached to this proxy statement as Appendix A. Notwithstanding the vote on this proposal, or votes on previous proposals, the Firm’s Certificate of ~~information and resources we provide, including information regarding our policy engagement and political participation, our commitment~~Incorporation confers upon the Board the power to diversity and inclusion and our efforts to advance sustainability in our business and operations, among other topics. In 2016, we published an ESG Report, which summarizes our efforts and performance on ESG issues that we view as amongfurther amend the most important to our business and stakeholders. The next edition of the ESG Report is expected to be published in Spring 2017. The ESG Report, and other related resources such as the Corporate Responsibility Report, are available on our website at jpmorganchase.com/ESG, under the heading Governance, which is under the About Us tab.Firm’s By-Laws.



39		32 •JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT

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Factors considered by the Board in determining the Special Meeting Provisions

The Board evaluated a number of different factors in adopting the existing right of shareholders to call a special meeting and setting the Ownership Threshold at 20%, including the interests of the Firm and its shareholder base, the time and resources required to convene a special meeting, and the opportunities shareholders otherwise have to engage with the Board and senior management in between annual meetings.

Significant costs associated with special shareholder meetings.Convening a special meeting of shareholders is an extraordinary and expensive event that the Firm believes should only be called if a substantial portion of JPMorgan Chase’s shareholder base determines that such a meeting is necessary. The current 20% Ownership Threshold ensures that special meetings called by shareholders are of concern to a significant number of shareholders such that they merit these costs, which include the preparation, printing and distribution of disclosure documents, soliciting proxies, tabulating votes and numerous hours spent by management that would otherwise be devoted to managing the day-to-day business operations of the Firm.

The ownership threshold ensures that a significant portion of the shareholder base believes in the urgency of holding a special meeting. The Board believes that a small minority of shareholders should not be entitled to utilize the mechanism of special meetings for their own interests, which may not be shared more broadly by JPMorgan Chase’s shareholders. Likewise, the Board believes that only shareholders with full and continuing economic interest in our common stock and full voting rights should be entitled to request that the Firm call a special meeting.

The Board believes that providing shareholders owning 20% of JPMorgan Chase’s outstanding stock with the right to call a special meeting strikes the right balance between enhancing our shareholders’ ability to act on important and urgent matters and protecting against misuse of the right by a small number of shareholders whose interests may not be shared by the majority of shareholders.

The 20% special meeting ownership threshold is consistent with market practice. The 20% Ownership Threshold is a common threshold for special meeting rights at public companies, among those companies that provide for this right. To put this in perspective, approximately 400 of the S&P 500 companies have a special meeting ownership threshold that is equal to or higher than that of the JPMorgan Chase or do not provide any such rights. In effect, JPMorgan Chase shareholders have a right that is equal to or more expansive than that of 80% of S&P 500 companies.

Special Meeting Provisions and our corporate governance practices

The Board believes that the current Special Meeting Provisions should be considered in the context of the Firm’s overall corporate governance practices, including the shareholder rights available under its Certificate of Incorporation and By-Laws, applicable law, and the Firm’s commitment to shareholder engagement. The Firm’s responsiveness to shareholder concerns is demonstrated by, among other things, holding a formal shareholder outreach program twice a year that covers a wide range of issues with a broad group of shareholders. For additional information about our shareholder engagement, please see page x of this proxy statement.

In addition to the existing right of shareholders to call a special meeting at the 20% Ownership Threshold, shareholder approval is required for many key corporate actions before the action may be taken. Under Delaware law and New York Stock Exchange rules, the Firm must submit to a shareholder vote certain important matters, including the adoption of certain equity compensation plans and amendments to its Certificate of Incorporation.

Additionally, our By-Laws provide shareholders with the ability to nominate candidates to the Board both through traditional processes and our proxy access procedures. Our directors are elected by majority vote on an annual basis. In addition, shareholders may, under existing law, request the Firm to include certain shareholder proposals in the proxy materials for consideration by our full shareholder base.



JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT		40

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Board recommendation

Given the existing right of shareholders to call a special meeting, coupled with JPMorgan Chase’s strong corporate governance policies, the Board strongly recommends that shareholders ratify the existing Special Meeting Provisions. The Firm will consider a vote in favor of the ratification of the Special Meeting Provisions as tantamount to a vote against a proposal seeking to lower the Ownership Threshold.

If the Special Meeting Provisions are not ratified, the Board expects to engage with shareholders and to consider what actions, if any, should be taken with respect to Special Meeting Provisions.



41		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

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EXECUTIVE COMPENSATION

~~Proposal 2:~~PROPOSAL 3:

Advisory resolution to approve

executive compensation

Approve the Firm’s compensation practices and principles and their implementation for ~~2016~~2017 for the compensation of the Firm’s Named Executive Officers as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in this proxy statement.



ü	RECOMMENDATION: Vote FOR approval of this advisory resolution to approve executive compensation

PROPOSAL 4:

Approval of Amended and Restated Long-Term Incentive Plan

Approve the Firm’s Amended and Restated Long-Term Incentive Plan, effective May 15, 2018



ü	RECOMMENDATION: Vote FOR approval of the Amended and Restated Long-Term Incentive Plan



JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT• 33		42

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~~Proposal 2 — Advisory resolution to approve executive compensation~~Executive Summary

~~EXECUTIVE SUMMARY~~

~~As discussed in the Compensation Discussion and Analysis section of the proxy statement on pages 35–60, the~~The Firm’s Board of Directors believes that JPMorgan Chase’s long-term success as a premier financial services firm depends in large measure on the talents of our employees and a proper alignment of their compensation with performance and sustained shareholder value. The Firm’s compensation ~~system plays~~programs play a significant role in our ability to attract, retain and properly motivate the highest quality workforce. The principal underpinnings of our compensation ~~system~~practices are a sharp focus on performance within a well controlled environment, shareholder alignment, sensitivity to the relevant marketplace, and a long-term orientation.

The Compensation Discussion and Analysis that is set forth beginning at page [xx], describes our pay-for-performance framework and compensation philosophy, and discusses how our compensation for the Firm’s Named Executive Officers (“NEOs”) is closely aligned with Firm performance and with our shareholders’ interests. We are seeking an advisory vote to approve compensation of our NEOs. The advisory vote will not be binding upon the Board of Directors. However, the CMDC will take into account the outcome of the vote when considering future executive compensation arrangements. For additional information, see page [xx].

This year, we are also seeking shareholder approval of the Firm’s Amended and Restated Long-Term Incentive Plan (LTIP). We are seeking approval of an amendment to extend the term to May 31, 2022 and to authorize the issuance of an additional 24 million shares, bringing the total number of shares authorized to be issued under the Plan to 85 million, which is 10 million fewer than that approved by shareholders in 2015. For additional information on the LTIP, see page [x].



~~ADVISORY RESOLUTION~~
43		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

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Proposal 3 – Advisory resolution to approve executive compensation

As required by Section 14A of the Securities Exchange Act of 1934, as amended, this proposal seeks a shareholder advisory vote to approve the compensation of our ~~Named Executive Officers~~NEOs as disclosed pursuant to Item 402 of Regulation S-K through the following resolution:

“Resolved, that shareholders approve the Firm’s compensation practices and principles and their implementation for ~~2016~~2017 for the compensation of the Firm’s Named Executive Officers as discussed and disclosed in the Compensation Discussion and Analysis, the compensation tables, and any related material contained in this proxy statement.”

Because this is an advisory vote, it will not be binding upon the Board of Directors. However, the Compensation & Management Development Committee (“CMDC”) will take into account the outcome of the vote when considering future executive compensation arrangements.



ü	~~The Board of Directors recommends a voteFOR~~ ~~this advisory resolution to approve executive compensation.~~



34 •JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT		44

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Compensation discussion and analysis (“CD&A”)

The following CD&A is organized around five key factors we believe shareholders should consider in their evaluation of our Say-on-Pay proposal.

Summary of factors for shareholder consideration

Adjusted net income, adjusted earnings per share ("EPS") and adjusted return on tangible common equity ("ROTCE") exclude the impact of the enactment of the Tax Cuts and Jobs Act of $2.4 billion (after-tax) and of a legal benefit of $406 million (after-tax). Reported net income, EPS and ROTCE were $24.4B, $6.31 and 12%, respectively. ROTCE, adjusted net income and adjusted EPS are each non-GAAP financial measures; for further explanation, see page xx-xx.


²	Represents common dividends and stock repurchases net of stock issued to employees.


³	Total compensation range for Other NEOs includes Mr. Pinto. Pay mix components for Other NEOs exclude Mr. Pinto. The terms and conditions of Mr. Pinto’s compensation reflect the requirements of E.U. and U.K. regulations. Additional information on Mr. Pinto’s compensation is on page [xx] of this proxy statement.


⁴	See page xx for more details on clawbacks.



45		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

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~~Compensation discussion and analysis (“CD&A”) summary~~


¹	~~Return on tangible common equity ("ROTCE") is a non-GAAP financial measure. For a reconciliation and explanation of this non-GAAP measure, see page 102.~~


²	~~Includes dividends and net share repurchases~~


³	~~See page 59 for more details on clawbacks~~



~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~ • 35

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1. ~~How did we perform?~~Strong performance
We continued to deliver strong multi-year financial performance, ~~while enhancing~~invest in our ~~customers' experience, strengthening~~future, strengthen our risk and control environment, reinforce the ~~efficiency and effectiveness~~importance of our ~~control environment, reinforcing our corporate~~ culture and ~~continuing~~values, deliver on our long-standing commitment to ~~make long-term investments~~serve our communities, and conduct business in ~~our people.~~a responsible way to drive inclusive growth.

I. ~~BUSINESS RESULTS~~Business results

2017 Key Highlights

~~Highlights~~In 2017, the Firm delivered net income of ~~2016~~$24.4 billion and record EPS of $6.31 with ROTCE¹

~~JPMorgan Chase delivered return on tangible~~of 12%. We returned $22.3 billion of capital to shareholders (including common ~~equity (“ROTCE”) of 13%, achieved record~~dividends and net ~~income and record earnings per~~ share ~~(“EPS”),~~repurchases). We also gained market share in ~~most~~nearly all of our businesses, ~~and~~demonstrated strong expense discipline, continued to ~~deliver sustained shareholder value over an extended period~~achieve high customer satisfaction scores, and maintained a fortress balance sheet.



Net income of $24.4 BILLION	Record EPS of $6.31	ROTCE¹ of 12%	TBVPS¹ of $53.56 up 4% from 2016	Distributed $22.3 BILLION to shareholders

Excluding the impact of ~~time.~~

tax reform and a legal benefit:



~~Consumer & Community Banking~~		~~Corporate & Investment Bank~~
~~Revenue~~ ~~$44.9B~~	~~• Average deposits of $587B, up 10%, more than twice the industry average, with nearly half the growth from existing customers~~ ~~• Strong core loan growth of 20%~~Adjusted Net income³ ~~• Achieved $2.4B structural expense reduction~~⁴² ~~as part~~ of ~~multi-year initiative while continuing to prudently invest~~ ~~• #1 U.S. credit card issuer with 21.5% market share on sales volume~~⁵ ~~• Record merchant processing volume of ~$1T~~ ~~• Largest active mobile customer base among major U.S. banks of 26.5M, up 16%~~$26.5 BILLION		~~Revenue~~Adjusted EPS² of $~~35.2B~~	~~• Maintained #1 ranking in Global Investment Banking (“IB”) fees with 8.1% wallet share and ranked #1 in both NA and EMEA (per Dealogic)~~ ~~• Maintained #1 position in Fixed Income (12% share)~~⁶ ~~• Improved rankings and grew share in Equities & Prime (#2)~~⁶ ~~• Progressed steadily on expense target with reported expense of $19B, down 11%~~ ~~• Top 3 Custodian globally with assets under custody ("AUC") of $20.5T~~
~~Net Income~~ ~~$9.7B~~6.87			~~Net Income~~ ~~$10.8B~~
~~ROE~~ ~~18%~~			~~ROE~~ ~~16%~~

~~Commercial Banking~~			~~Asset & Wealth Management~~
~~Revenue~~ ~~$7.5B~~	~~• Record gross investment banking revenue of $2.3B, up 5%~~ ~~• Record average loans of $179B, up 14%~~ ~~• Ranked #1 multifamily lender in U.S.~~ ~~• #1 in perceived customer satisfaction~~ ~~(CFO Magazine)~~ ~~• Industry-leading credit performance~~ — 5Adjusted ROTCE^th ~~straight year of net recoveries or single digit net charge-off rate~~		~~Revenue~~ ~~$12.0B~~	~~• Assets under management (“AUM”) of $1.8T, including $23B of net long-term inflows~~ ~~• Record average loans of $113B, up 5%~~ ~~• Strong 5-year long-term investment performance with 79% of mutual fund AUM ranked in the 1~~^st1,2 ~~or 2~~^nd ~~quartile~~of ~~• Named #1 North America and Latin America Private Bank by Euromoney~~
~~Net Income~~ ~~$2.7B~~			~~Net Income~~ ~~$2.3B~~
~~ROE~~ ~~16%~~			~~ROE~~ ~~24%~~
~~B = billions T = trillions~~


¹	~~All comparative percentages provided in this table reflect changes from 2015 to 2016~~


²	~~ROTCE and TBVPS are each non-GAAP financial measures. For a reconciliation and explanation of these non-GAAP measures, see page 102.~~


³	The CET1 capital ratio under the Basel III Fully Phased-In capital rules is considered a key regulatory capital measure; and core loans are also considered a key performance measure. For more information, see Notes on key performance measures on page 102.


⁴	~~Reduction from year-end 2014 through exit 2016 (4Q16 annualized); structural expense excludes non-core items, incremental investments and business growth~~


⁵	Ranking based on 4Q16 sales volume and loans outstanding disclosures by peers (C, BAC, COF, AXP, DFS) and internal JPMorgan Chase estimates; market share based on general purpose credit card spend, which excludes private label and Commercial Card


⁶	Market share and rank is based on Coalition FY16 results and reflects JPMorgan Chase’s share of Coalition's Global Industry Revenue Pool. Total industry pool is based on JPMorgan Chase's internal business structure.



36 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~13%

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Long-term Financial Performance

~~The Firm has~~We have generated strong ROTCE ~~while growing its capital base~~ over ~~a long-term horizon. Since~~ the ~~beginning of 2008, the Firm has~~past 10 years, while more than ~~doubled its~~doubling average tangible common equity (“TCE”) from $80 billion to ~~$180~~$185 billion, —reflecting a compound annual growth rate of 11% and an increase of $100 billion. Over the same period, the Firm has generated nearly $164 billion of cumulative net income and an average ROTCE of 12%. In 2016, the Firm generated ROTCE of 13%, flat to 2015, but on $10 billion higher average TCE and record net income. The chart below sets forth our ROTCE and average TCE10% over the ~~2008–2016~~ period.



~~STRONG ROTCE ON INCREASING CAPITAL~~

~~The Firm has also~~We have delivered ~~strong~~sustained growth in both tangible book value per share (“TBVPS”) and EPS over a sustained period of time. We increased our TBVPS from $22.52 to $51.44 — an 11% compound annual growth rate from December 31, 2008, through December 31, 2016. Over the same period, we also increased diluted EPS, achieving a compound annual growth rate of 21%. The chart below sets forth our TBVPS and EPS over the ~~2008–2016~~past 10 years, reflecting compound annual growth rates of 10% and 19%, respectively, over the period.



~~SUSTAINED GROWTH IN BOTH TBVPS AND EPS~~


¹	~~Growth rates~~ROTCE and tangible book value per share (“TBVPS”) are ~~based on an 8-year compound annual growth rate.~~each non-GAAP financial measures; for a reconciliation and further explanation, see page [XX].

~~Note: For a reconciliation and explanation of non-GAAP measures, see page 102.~~


²	Excludes the impact of the enactment of the Tax Cuts and Jobs Act of $2.4 billion (after-tax) and of a legal benefit of $406 million (after-tax). Adjusted net income and adjusted EPS are each non-GAAP financial measures; for further explanation, see page {xx}



JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT• 37		46

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Total Shareholder Return (“TSR”)

We delivered a ~~35%~~ TSR¹ of 27% in ~~2016,~~2017, following a TSR of 35% in 2016 and 8% in 2015, ~~and 10% in 2014,~~ for a combined three-year TSR of ~~60%~~85%. The graph below shows our TSR expressed as cumulative return to shareholders ~~since December 31, 2007.~~over the past decade. As illustrated below, ~~every~~a $100 ~~invested~~investment in JPMorgan Chase ~~as of~~on December 31, 2007 would be valued at ~~$246~~$311 as of December 31, ~~2016,~~2017, significantly outperforming the financial services industry over the period, as measured by the KBW Bank Index and the S&P Financials Index.



~~SUSTAINED SHAREHOLDER VALUE (“TSR”)~~


¹¹TSR assumes reinvestment of dividends	~~Total shareholder return assumes reinvestment of dividends~~

II. ~~STRENGTHENED OUR CONTROL ENVIRONMENT AND REINFORCED OUR CULTURE~~Improving our control environment and reinforcing our culture

Improving our control environment

We believe a strong control environment is fundamental to the success of our ~~Firm, and vital to minimizing legal, regulatory and control issues. As such, we have invested heavily over~~Firm. Over the past few years, we have continued to ~~strengthen~~invest in strengthening our controls and infrastructure as part of our commitment to operate an effective and efficient risk and control environment. The businesses, Risk Management & Compliance, Finance, Legal and Audit continue to focus on identifying our risks and enhancing our control ~~environment~~environment. We are also working on becoming more effective and ~~infrastructure, including~~efficient in addressing risks and controls ~~around foreign exchange~~while improving the client and referral hiring. Since 2011, our control headcount grew from 24,000 people to 43,000 people, and our total annual control spend has increased by nearly $3 billion over that same period, for a total control spend of approximately $8 billion.customer experience.

The Firm devotes significant resources to protect the security of our computer systems, software, networks and other assets. We continue to make significant investments in enhancing our cyber defense capabilities and to strengthen partnerships with the appropriate government and law enforcement agencies and other businesses in order to understand the full

spectrum of cybersecurity risks, ~~in the environment,~~ to enhance defenses and to improve resiliency against cybersecurity threats.

Globally, ~~thousands of~~more than a thousand employees are focused on cybersecurity — working across the Firm and with many partners to maintain our defenses and enhance our ~~resilience~~resiliency to threats. Three global security operations centers monitor our systems 24 hours a day, seven days a ~~week, in a true "follow~~week. All of our employees annually receive Cybersecurity Awareness education.

The Audit Committee and the ~~sun" model.~~full Board of Directors are periodically briefed on the Firm’s cybersecurity policies and practices and ongoing efforts to improve security, as well as on the Firm’s efforts regarding any significant cybersecurity events.

Continued focus on our culture

~~Over~~We have embedded our “How We Do Business” principles throughout the ~~past few years, we have undertaken a significant effort~~employee life cycle, starting with the onboarding process and extending to ~~examine how we can more rigorously~~training, compensation, promoting and consistently adhere to the high ethical standards that our shareholders, regulators and others expect of us and that we expect for ourselves. This includes clearly articulating business principles, promoting sound governance and the right tone from the top, having in place strong leadership and management processes, and providing a management development and compensation framework that properly incents appropriate behaviors.

~~In 2015 we launched a global, firmwide Culture and Conduct Program with a focus on strengthening a corporate culture that instills a greater sense of~~rewarding employees.



47		38 •JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT

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~~personal accountability, reflecting our rededication~~Our performance development and compensation processes are designed to ~~the Firm’s business principles.~~hold employees accountable for conduct, where appropriate.

Since 2015, we have maintained a global, firm-wide Culture and Conduct Program that has and continues to undergo enhancements. The Board ~~has direct~~retains oversight of the program through the CMDC.

Early in 2017, we named a senior executive to the new role of Chief Culture and Conduct ~~program through~~Officer, who has been working closely with the ~~Compensation & Management Development Committee (“CMDC”). In addition, as part of the program, we provide an extensive suite of management training programs that~~businesses and functions to embed culture and conduct ~~throughout the Firm.~~

~~Culture~~risk management into existing processes and ~~conduct remains a key business-driven priority for every line~~develop more holistic oversight and reporting of business and function. Senior executives serve as Executive Sponsors of the program on behalf of the Operating Committee. The program has been operationally overseen by our Human Resources and more recently, our Oversight & Control departments.

We have embedded our business principles throughout the employee life cycle, starting with the recruiting and onboarding process and extending to training, compensation, promoting and disciplining/rewarding employees.

~~Actions taken in 2016 to further enhance the program included developing a firmwide conduct risk framework to identify, manage and monitor~~ conduct risk. In addition, we ~~enhanced several Human Resources processes throughout~~created a new compliance role, the ~~employee lifecycle~~Conduct Risk Compliance Executive. This role has the responsibility to develop and issue conduct risk compliance standards for areas such as training and front office supervision.

We continued our efforts to communicate clearly, and frequently, our expectations that ~~impact~~all employees must adhere to the highest ethical standards encompassed by our business principles. This was achieved through town hall meetings, senior leadership messages and by including culture and conduct related statements in our employee pulse survey.

The Firm endeavors to promote a culture of respect that allows every employee to feel safe and ~~began~~empowered at work. To that end, the Firm has in place employee training and protocols for preventing, reporting and addressing sexual misconduct and prohibits retaliation against an individual because the person reported a ~~pilot~~concern or assisted with any inquiry or investigation.

The Firm has also established conduct risk as a separate type of risk category. An enhanced operating model and governance framework was approved by the Operating Committee and the Board of Directors, and a senior management Culture & Conduct Risk Committee was established, to ~~more formally track~~provide oversight and governance of conduct risk. Additionally, a Firm Wide Conduct Risk Policy was approved by the DRPC and a process has been put in place by which each line of business and designated function conducts quarterly culture and conduct risk assessments.

We continue to engage our ~~culture. In connection with these changes, we engaged in dialogues with~~ regulators ~~from various jurisdictions, seeking~~around the globe to seek their input and ~~feedback.~~feedback on culture and conduct

~~Early in 2017, the Firm created a new senior executive role, the Chief Culture~~

issues, and ~~Conduct Officer. This role is designed to work closely with the Firm’s businesses and functions to develop a more holistic view of conduct risks that connects key programs and policies~~we benchmark across the ~~Firm.~~industry to strive to be aware of and adopt any best practice in this important area.

III. ~~ENHANCING THE CUSTOMER AND CLIENT EXPERIENCE~~Enhancing the customer & client experience and investing in our communities

Our performance reflects our ongoing commitment to invest in our businesses, ~~and~~ further strengthen the market leadership of our ~~franchises. We believe that our~~franchises and help strengthen the broader economy. Our future success rests on our ability to satisfy the needs of our customers and clients and to continually improve upon their experience and promote economic growth and opportunity in our communities.

Enhancing our customer and client experience

The customer is at the center of everything we do. We strive to deliver value by offering our customers and clients choice through a full set of products and services, security by protecting their data and transactions, ease of doing business in a fast and simple way, and personalization through tailored customer solutions and integrated experiences. Our businesses are able to leverage the unique scale advantage of our Firm to benefit our customers and clients, as illustrated in the examples below.

Consumer & Community Banking (“CCB”)

We completed the acquisition of WePay, which will allow us to efficiently provide software-enabled payments to small business clients. We enhanced our customers’ digital experience by improving Chase Pay, and ~~clients’ experience. The~~launching Chase QuickPay with Zelle, a peer-to-peer (“P2P”) solution for real-time funds availability allowing customers to transfer money to and from both Chase and non-Chase customers. We grew credit card sales volume by double digits following ~~are examples~~new product launches in 2016 and 2017, including the Freedom Unlimited, Sapphire Reserve, Ink Business Preferred and Amazon Prime cards. We also finalized renewals of ~~actions taken by~~99% of our ~~LOBs during 2016~~co-branded cards, including the Disney, Hyatt and Marriott portfolios.

Corporate & Investment Bank (“CIB”)

We made significant investments in technology to ~~enhance our clients’~~simplify and ~~customers’ experience:~~improve the customer experience and streamline operations. We launched the Interbank Information Network (IIN) which leverages blockchain



•	~~Consumer~~JPMORGAN CHASE & ~~Community Banking (“CCB”)~~CO. • — We enhanced our customers’ digital experience by improving Chase Pay, while also developing partnerships with Apple and Samsung and signing on key merchants. New functionality was added to Chase QuickPay^SMthrough the development and launching of a peer-to-peer ("P2P") solution with real-time funds availability. We also launched the Freedom Unlimited Card, Chase Sapphire Reserve Card, and Chase Business Quick Capital program for our Business Banking customers, providing a new online lending product with real-time approvals.2018 PROXY STATEMENT

•

~~Corporate & Investment Bank (“CIB”)~~ —We made significant investments in technology to simplify and improve the customer experience and streamline operations. We developed an in-house Blockchain Center of Excellence and have actively driven the development of Blockchain technology via industry consortia. In payments, we have made progress on our multi-year strategy by expanding FX ACH from 12 to 17 currencies. Specifically for our Markets business, we are creating an end-to-end digital experience for clients to simplify their engagement with us and enable them to embrace market change. We also continued to roll out corporate QuickPay^SM~~, a mobile and web-based solution that provides our corporate clients with additional flexibility to pay their customers.~~

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technology to allow payments to reach beneficiaries faster and with better security. Together with The Clearing House, we introduced Real Time Payments, the first new U.S. payment system in 40 years, which reduces transaction time down to seconds. In our Markets business, we continued to enhance the end-to-end digital offering for our clients. Our focus remains on giving clients a choice on how to digitally engage with us, making their digital experience simple and reliable, and offering relevant and increasingly tailored products in a safe and secure manner.

Commercial Banking (“CB”)—

We continued to increase our digital capabilities and migrated clients to our new digital platform, Chase Connect. We also announced our partnership with Bill.com to offer clients a simpler and faster way to send and receive invoices and payments. Plans are underway to roll out this new service in 2018. We have invested in the ~~launch~~transformation of our client onboarding and service experience. This initiative is still in early stages, but we expect it to result in a significantly easier onboarding experience for new ~~online~~and existing clients. We also deployed CREOS, our new end-to-end Commercial Term Lending origination platform, ~~an improved client document exchange,~~which will facilitate faster, more efficient and ~~enhanced online loan capabilities. In addition, we centralized client data management to drive enhanced quality and business insights and~~transparent closings.

Asset & Wealth Management (“AWM”)

We have created a ~~program~~dedicated team under AWM to ~~help bankers connect clients with relevant firm thought leadership.~~increase the focus and resources committed to building digital and data-driven solutions for our clients. In Wealth Management, we continue to enhance our client and advisor experience from a technology, operations and product perspective. In Asset Management, we have reduced complexity of the existing product platform and focused on maintaining excellence in core competencies for clients.

Investing in our communities

As a global financial services company, the Firm manages a broad range of environmental and social issues. We endeavor to promote inclusive economic growth and opportunity where we operate, and advance environmental sustainability within our business activities and facilities. Highlights of our recent progress include:


•▪	~~Asset & Wealth Management (“AWM”)~~ —Advancing clean finance – In 2017, we committed to facilitate $200 billion in clean financing through

2025, the largest commitment to date by a financial institution, in an effort to support companies and projects advancing sustainable solutions in clean energy, clean technology and transportation, as well as waste management and water conservation.

▪

Purchasing renewable energy – We established a goal to source renewable energy for 100% of our global power needs by 2020 across our buildings, branches and data centers – a footprint that’s approximately 27 times the size of the Empire State Building. We also signed our first long-term power purchase agreement with a new 100MW wind farm in Erath County, Texas, which began operating in 2017.


▪	Supporting climate disclosure – We continue to participate on the Task Force for Climate-related Financial Disclosures, which has been working to advance more consistent, voluntary reporting on climate-related risks and opportunities.

▪

Driving inclusive growth – We are undertaking significant initiatives that directly leverage our global presence, data, relationships and expertise. Our ~~wealth management businesses~~efforts focus on four pillars of opportunity: jobs and skills, small business expansion, neighborhood revitalization and financial health. In 2017, we invested nearly $250 million in these efforts, increased our investment in Detroit’s economic recovery and extended our “Model for Impact” to Chicago and Washington, DC. Recognizing this proven model, Fortune Magazine ranked us No. 1 on its list of companies that are changing the world.


▪	Providing skills and expertise – In 2017, 56,000 of our employees volunteered more than 383,000 hours of their time and, through the JPMorgan Service Corps, a program that leverages the energy and skills of top talent to assist nonprofit partners, 77 employee volunteers from offices in 13 countries have contributed more than 11,500 hours of time to help 20 organizations address critical needs.

Looking forward

In January 2018, we announced further important investments that we will be making to help support communities and the broader economy, including:

▪

A plan to open up to 400 new Chase ~~Wealth Management and J.P. Morgan Wealth Management were brought together~~branches in ~~order to better serve our clients across~~15-20 new markets over the entire wealth spectrum. We continued to invest in technology and digital wealth management initiatives to enhance our customer service and create a fully integrated and seamless digital experience for clients. In Asset Management, we launched the Let’s Solve It^SM ~~brand campaign, sharing our expertise with clients to empower them to make better investment decisions.~~next five years. These new branches will directly employ about 3,000 people.



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▪	Increasing our philanthropic investments by 40 percent, to a total of $1.75 billion, over five years. Our philanthropic programs make a notable difference in our communities by helping drive inclusive economic growth for everyone.


▪	Hiring about 500 new bankers to help expand small business lending by 20%, or $4 billion, over three years, and enter new markets. We intend to double the investment in our Small Business Forward initiative to $150 million over five years to help small businesses run by women, minorities and veterans with both the capital and technical assistance they need to grow.

▪

Helping more families achieve their dream of owning a home by increasing home lending in low- and moderate-income communities by 25%, to $50 billion, over the next five years. To do so, we will hire 500 new Home Lending advisors across our current markets and into some new ones. In addition, we plan to increase lending to finance affordable rental housing to $7 billion over five years through commercial and nonprofit housing partners.

Reporting on our efforts

We publish a dedicated ESG Report annually each spring, which summarizes our efforts and performance on ESG issues that we view as among the most important to our businesses and stakeholders. This report and other resources, such as our Corporate Responsibility Report, are available on our website at www.jpmorganchase.com/esg.

IV. ~~INVESTMENT IN OUR PEOPLE~~Investing in our people

Our employees’ effectiveness, career development, and ability to adapt to a changing landscape are critical ~~for~~to enable us to continue to deliver sustained shareholder value. In order to attract and retain employees, we believe in providing well paid jobs with benefits and wellness programs. We also believe the most effective workforce is a diverse workforce, and as such, we maintain firmwide inclusion and diversity initiatives to attract and retain the highest quality talent.

~~From~~

Increased wages and benefits

For the ~~moment employees join~~second time in two years, we have increased hourly wages for many of our employees. Effective February 25, 2018 we raised wages from between $12-$16.50 an hour to between $15-$18 an hour in over 100 cities, depending on the Firm and throughout their careers, it is our responsibility to provide opportunities to help them build their knowledge, skills and experience. Our learning programs range from entry-level to experienced skills to management, with courses tailored to individual functions, lineslocal cost of ~~business or geographic regions.~~

~~New Pay Scale~~

~~We believe that our employees work hard and deserve career and economic mobility. As such, we implemented a new pay scale for overtime-eligible, full-time~~living. These increases will benefit 22,000 full- and part-time U.S. employees, who mostly work in our branches and customer service centers, and are in addition to ~~increase~~the value of the Firm’s full benefits package, which averages $12,000 per employee for those employees in this pay ~~to a minimum of $12 per hour. This new pay scale impacts about 18,000 employees and took effect in February 2017 as part of a three-year plan in which the pay scale for overtime-eligible employees~~range.

In addition, we will be ~~increased to between $12 and $16.50~~reducing medical plan deductibles by $750 per ~~hour.~~

~~Leadership development~~

~~Throughout the organization, we work to develop a steady pipeline of strong leaders through on the job experiences, learning and development programs and mobility opportunities.~~

In 2015, we enhanced the Firm’s learning and development initiatives by launching JPMorgan Chase’s Leadership Edge — an extensive suite of leadership and management learning programs which reinforces the Firm’s Business Principles (see page 31 of this proxy statement). Leadership Edge is designed to help develop outstanding leaders at all levels of management across each line of business, function and region and strengthen our leadership culture. The programs deliver training to managers and leaders at key transition points — from joining the Firm as a new-hire manager or becoming a first-time manager of others to managing large global teams. Since the launch, 20,000 managers have participated in a Leadership Edge Program. Additionally, in 2016, we opened a new facility dedicated to management and leadership learning — ~~the Pierpont Leadership Center.~~

~~JPMorgan Chase’s Leadership Edge is comprised of 9 core programs:~~

year for employees making less than $60,000.

Succession planning

Succession planning is a top priority for the Board and the Firm’s senior leadership, with the objective of having a pipeline of leaders for the immediate- and long-term future. To achieve this objective, the Board and management take a proactive approach.

The CMDC reviews the succession plan for the CEO followed by ~~Board~~ discussion with the non-executive directors led by the Lead Independent Director. The CMDC also reviews the succession plan for members of the Operating Committee other than the CEO, which is then discussed by the Board of Directors. These processes enable the Board to address both long-term planned occurrences, such as retirement or change in roles, as well as short-term unexpected events. Similar processes, led by the relevant management team, occur within each ~~of the Firm’s lines~~line of business and ~~functions.~~function.

Leadership development

We are dedicated to a culture that enables leaders and their teams to grow and succeed throughout their careers while encouraging them to uphold a standard of excellence. Leadership Edge is our firmwide program to develop a leadership and management mindset to instill our business and culture and conduct principles, and focuses on our dedication to our employees, clients and shareholders. It is a best in class leadership development platform, and participant feedback remains highly positive. In 2017, 18,000 managers attended JPMorgan Chase’s Leadership Edge, and we have delivered programs in more than 47 global locations across the company since inception.



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Employee learning

Our continued investment in the success of our employees is further illustrated by the initiatives underway through JPMC Learning. In 2017, we established a firmwide Learning governance structure which is helping drive consistency and best practices across the Firm and provides effective and efficient training for all employees. Our Learning teams delivered over 11.2 million hours of training to employees across the globe, which included training for more than 95,000 new hires and employees with new responsibilities.

Supporting health and wellness

We are committed to providing benefits programs and policies that support the needs and lifestyles of our employees and their families. JPMC offers a comprehensive benefits package in the U.S., including a medical plan that covers over 290,000 individuals including 137,000 employees, 104,000 children and 52,000 spouses/domestic partners.

With the aim of improving healthcare and employee satisfaction while reducing costs, we recently announced that we are partnering with two other leading organizations, Amazon and Berkshire Hathaway, to set up an independent company to better address healthcare for U.S. employees of the three companies. Together, we believe we can bring our combined scale and complementary expertise to this important effort.

Diversity

Diversity and inclusion are important to the Firm. We are committed to a culture of openness and meritocracy and believe in giving all individuals an opportunity to ~~succeed while bringing their whole selves~~succeed. We believe diversity fosters innovation, creativity and productivity, which is critical to ~~work. Our diverse employee base~~our success, and ~~inclusive environment~~we are ~~strengths that lead~~deeply committed to ~~the best solutions for our customers~~hiring and ~~for the communities we serve.~~ retaining employees from different backgrounds, experiences and locations.

We continue to invest significant time and effort toward our diversity and inclusion strategy ~~including expanding our diversity scholarship program, increasing marketing and events on campuses, and leveraging and~~by executing best practices ~~more consistently~~ firmwide. Our Business Resource Groups (“~~BRG”~~BRGs”) ~~encourage~~are groups of employees ~~to use their unique perspectives~~who voluntarily work together to advance the Firm’s priorities and its position in the global ~~marketplace. We also maintain diversity advisory councils that meet monthly to review~~marketplace by leveraging the ~~Firm’s progress toward~~unique perspectives of their members. There are ten

BRGs globally, with over 75,000 employees participating from all lines of business ("LOBs").

More details about some of our diversity ~~objectives globally.~~advancement strategies are outlined below:

~~We take pride in the recognition we are receiving in the marketplace:~~

~~World’s Most Admired Companies by Fortune magazine;~~

~~America’s Ideal Employers by Universum;~~

~~Best for Vets by Military Times;~~

~~Best Employer for Healthy Lifestyles by the National Business Group on Health;~~

~~Best Companies for Multicultural~~ Women ~~by Working Mother Magazine; and~~

~~100% rating~~ on the ~~Corporate Equality Index (15 consecutive years) and a 100% rating on the Disability Equality Index~~

~~Programs Supporting the Advancement of Women~~Move

We have established a series of global programs that are supplemented by regional initiatives designed to ~~help make sure that women have~~provide a platform for women to achieve their career goals and aspirations. Launched in 2013 and led by Operating Committee members Mary Erdoes and Marianne Lake, Women on the Move is one such program that advocates for the success of women and seeks to understand the barriers they may face in their professional lives at the Firm and in our communities. It has proven to be a valuable channel to hear directly from and exchange ideas with women at all levels inof the Firm, as well as industry leaders and members of the ~~communities~~community in which we live and work. ~~2016 was a busy year for Women on the Move, with the commencement of a new campaign called “30-5-1” to formally recognize talented women throughout the Firm and celebrate their successes.~~

Originally started in 2014, the firmwide ReEntry Program seeks to attract highly accomplished individuals who have taken a voluntary career break for at least two years, have prior experience or prospective

interest in financial services, and wish to return to the workforce on a full-time basis. This program provides them with the support and resources needed to resume their careers, and includes opportunities for networking and mentorship.

~~Advancing Black Leaders~~

~~As part of our broader diversity strategy, in 2016, we introduced the~~ Advancing Black Leaders (“ABL”) ~~initiative. The objectives~~

ABL, which was introduced in 2016, is aimed at attracting, hiring, retaining and advancing talent within the black community, and continuing to highlight JPMorgan Chase as an employer of ~~ABL are to:~~

~~Increase~~choice. Our strategy has been focused on senior roles, where we felt we had the ~~representation~~greatest opportunity, and where we have seen some encouraging results. In 2017 we increased the number of black ~~employees at the officer level;~~Managing Directors globally, driven equally by new hires as well as promotion of existing talent.

~~Increase the pipeline of junior talent; and~~

~~Retain existing talent with development opportunities for continued advancement~~

To attract and hire, ABL partners with campus recruiting and global recruiting to increase the junior talent pipeline and the experienced talent pool for open positions. To retain and advance, ABL partners with Human Resources to identify opportunities for development and advancement for top performers.

~~Accessibility~~

~~As part of our ongoing commitment to our employees, in 2016, we launched the global~~ Office of Disability Inclusion (“ODI”).

ODI ~~will provide senior leaders across the Firm with~~is dedicated to providing globally consistent standards and processes to better accommodate employees with disabilities, as well as to better support employees who care for family members with disabilities. This includes ~~having the right tools, policies~~creating greater awareness and ~~procedures~~understanding of this population. A key area of focus has been on process enhancements that have significantly improved resolving employee requests to promote an inclusive work environment. In the latter half of 2016, ODI launched an intranet site, a repository of useful information to promote an inclusive work environment, including accessibility resources, tip sheets, internal resources and more.better accommodate their needs.

Programs Supporting Veterans

Since the Military and Veterans Affairs program began in 2011, the Veteran Jobs Mission, a coalition led by JPMorgan Chase, has collectively hired ~~385,000~~over 400,000 veterans, ~~of which JPMorgan Chase has hired over 11,000 veterans; awarded~~ more than ~~900 mortgage-free homes to deserving~~12,000 of whom have been hired by the Firm. In 2017, over half of the 1,400 veterans at a value of over $160 million; supported 6,600 veterans, service members and military spouses in completing 9,100 career certifications through the Veterans Career Transition Program at the Institute for Veterans and Military Families (“IVMF”) which was co-founded by JPMorgan Chase; supported IVMF through a $14 million grant; and empowered veteran-owned small businesses through grants and other support.



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we hired came from self-identified diverse backgrounds. We have established global and regional initiatives to support the retention, performance development and career aspirations of our veteran employees, including a mentorship program commencing in 2018 for newly hired veterans in their first year of employment at the Firm, and we have set ourselves a goal that 5% of our new hires be veterans. The JPMorgan Chase Foundation also supports programs that provide veteran entrepreneurs with access to capital and technical assistance to grow their businesses.

Tracking our progress

We maintain diversity advisory councils across the Firm and within LOBs, functions and regions that meet periodically to review the Firm’s progress toward our diversity objectives globally. We are proud of the external recognition we received in 2017, some of which is listed below:


▪	100% rating on the Corporate Equality Index by the Human Rights Campaign Foundation and a perfect score on the Disability Equality Index survey by the U.S. Business Leadership Network and American Association of People with Disabilities


▪	50 Best Companies for Diversity by Black Enterprise


▪	Top 25 Best Companies for Multicultural Women by Working Mother Magazine


▪	Best Employer for Healthy Lifestyles by the National Business Group on Health


▪	Helen Keller Achievement Award from the American Foundation for the Blind, an award recognizing the Firm’s commitment to providing accessible banking products and services to clients and employees


▪	Military Times Best for Vets Employer



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2. ~~How do we assess~~Disciplined performance ~~and~~assessment to determine ~~pay?~~pay
The CMDC uses a balanced approach to determine annual ~~total~~ compensation by assessing performance against four broad performance categories over a sustained period of time. A material portion of ~~the total~~Operating Committee member compensation is delivered in the form of at-risk Performance Share Units, ~~which reinforces~~reinforcing accountability and alignment with shareholder interests by linking the ultimate payout to pre-established absolute and relative goals.

~~PAY-FOR-PERFORMANCE FRAMEWORK~~Governance process

The CMDC ~~reviews~~oversees our compensation programs on an ongoing basis throughout the year, which enables the programs to be proactive in addressing both current and ~~approves~~emerging developments or challenges.

The key oversight responsibilities of the ~~Firm’s~~CMDC relating to our compensation programs include:


▪	Approving the Firm’s compensation philosophy, which guides how the Firm’s compensation plans and programs are designed for the Operating Committee, as well as all other employees at the Firm


▪	Reviewing the Firm’s compensation practices as they relate to risk, controls and conduct (including the avoidance of practices that could encourage imprudent and excessive risk-taking)


▪	Adopting pay practices and approving any necessary formulas, performance metrics or pool calculations in compliance with applicable regulatory, statutory or governance requirements, both in the U.S. and worldwide


▪	Reviewing and approving overall incentive compensation pools (including equity/cash mix)


▪	Reviewing and approving compensation for our Operating Committee and, for the CEO, making a compensation recommendation to the Board for consideration and ratification by the independent directors


▪	Reviewing compensation for certain employees who are material risk-takers identified under Federal Reserve standards (“Tier 1 employees”) and/or European Union standards (“Identified Staff”) — a group we refer to as “Designated Employees”


▪	Reviewing and approving the terms of compensation awards, including recovery/clawback provisions

The CMDC continues to retain the ~~Firm’s compensation plans~~discretion to make awards and ~~programs are designed for the Operating Committee,~~pay amounts that may not qualify as ~~well as all other employees at the Firm.~~tax deductible.

Pay-for-performance framework

The CMDC uses a disciplined pay-for-performance framework to make ~~executive~~decisions about the compensation ~~decisions~~of our Operating Committee members, so that their compensation is commensurate with the performance of the Firm ~~line~~as a whole, as well as that of ~~business (“LOB”),~~their LOB or function, and their individual ~~performance, while considering~~performance. The framework also considers other relevant factors, including market practices.

~~PERFORMANCE ASSESSMENT FACTORS~~Performance assessment factors

In determining Operating Committee members’ compensation, the CMDC uses a balanced discretionary approach to assess performance against four broad categories:


I.	Business ~~results~~Results


II.	Risk, ~~and control~~Controls & Conduct


III.	~~Customers and clients~~Client/Customer Focus


IV.	~~People and leadership~~Teamwork & Leadership

These performance categories consider short-, medium- and long-term goals that drive sustained shareholder value, while accounting for risk, controls and ~~control~~conduct objectives. In addition, feedback from the Firm’s risk and control professionals is considered in assessing Operating Committee members’ performance.

To promote a proper pay-for-performance alignment, the CMDC does not assign relative weightings to ~~these~~the above categories.The performance of certain of our Operating Committee members against these categories is discussed in greater detail on pages ~~47–53~~xx-xx of this proxy statement.



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~~PERFORMANCE ASSESSMENT PROCESS~~Performance assessment process

We believe our balanced approach in assessing Firm, LOB, function, and individual performance enables the CMDC and the Board to make informed compensation decisions regarding our Operating Committee members.

Our performance review process includes the following key features:


▪	The Board reviews Firm, ~~and~~ LOB and function strategy and business plans


▪	Operating Committee members establish individual performance priorities, which are shared with the Board


▪	Throughout the year, the Board and CMDC review Firm, LOB, function and individual Operating Committee members’ performance, including engaging in regular discussions with the CEO and the Head of Human Resources about individual Operating Committee members’ performance, as appropriate

~~The CEO and other Operating Committee members establish individual performance priorities, which are reviewed with the Board~~

~~Throughout the year, the Board and CMDC review Firm, LOB, function, and individual performance, as appropriate~~


▪	Feedback is provided by the Firm’s risk and control professionals

▪

HR Control Forums are established at the Firm, LOB, functional, and regional levels, at which meaningful risk, controls and conduct issues that may have potential group or individual accountability implications are reviewed on a quarterly basis. The outcomes of HR Control Forums are factored into compensation decisions. For HR Control Forum issues that may impact an Operating Committee member, the issues are required to be raised by the General Counsel and Head of Human Resources to the CEO to be considered in the Operating Committee member’s performance reviews. The CEO, General Counsel and Head of Human Resources, as appropriate, are then required to submit final recommendations for compensation/other impact to the CMDC for approval

All LOBs and regions review meaningful risk and control issues related to the LOB or function on a quarterly basis, as well as firmwide issues that may have potential group or individual accountability. For HR Control Forum issues that may impact an OC member, the issues will be raised by the General Counsel and Head of Human Resources to the CEO to be considered in the Operating Committee member's performance reviews. The CEO (with the General Counsel and Head of Human Resources as appropriate) will submit final recommendations for compensation or other impact to the CMDC for approval

~~Feedback from the Firm’s risk & control professionals~~

~~In parallel with the performance review process, the CMDC engages in regular discussions with the CEO and the Head of Human Resources on Operating Committee members’ performance throughout the year.~~ The CMDC believes that this proactive performance review process ~~(vs.~~(rather than determining pay levels during a single year-end process) results in pay decisions that are more ~~commensurate~~aligned with long-term performance.



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~~EVALUATING MARKET PRACTICES~~Evaluating market practices

In order to effectively attract, properly motivate and retain our senior executives, the CMDC periodically reviews market data relating to both pay levels and pay practices.

Given the diversity of the Firm’s businesses, the CMDC has developed a set of peers that includes both Financial Services companies and General Industry companies. The Financial Services peers are comprised of large financial services companies with which the Firm directly competes for both talent and business. The General Industry peers are comprised of large, global leaders across multiple industries. In evaluating market practices and pay levels for Operating Committee members, the CMDC uses market data from both peer groups, and considers the size of the firms and the nature of their businesses in using this data.

Specific factors considered in determining companies for inclusion in the Firm’s peer groups include:



	ü	Financial services industry	ü	~~Industry leader~~
	ü	~~Significant global presence~~	ü	~~Comparable size~~
	ü	Global iconic brand	ü	Comparable size
ü	Significant global presence	ü	Industry leader	ü	Recruits top talent

The table below sets forth the composition of our peer ~~groups.~~groups, which remain unchanged from last year.



Financial Services Peers	General Industry Peers
American Express	3M	CVS	Oracle	Verizon
Bank of America	AT&T	Exxon Mobil	Pepsico	Wal-Mart
Citigroup	Boeing	General Electric	Pfizer	Walt Disney
Goldman Sachs	Chevron	IBM	Procter & Gamble
Morgan Stanley	Coca Cola	Johnson & Johnson	Time Warner
Wells Fargo	Comcast	Merck	United Technologies

The CMDC ~~references~~may periodically reference other financial ~~firms for comparison,~~firms’ pay levels or pay practices, including Barclays, BNY Mellon, BlackRock, Capital One Financial, Credit Suisse, Deutsche Bank, HSBC and UBS. ~~From~~Similarly, from time to time, the CMDC may also reference other non-financial firms ~~for comparison.~~as well.

~~The following table provides a summary of the financial attributes of our Financial Services and General Industry peers, and our relative positioning based on these attributes.~~


¹	~~Source: Annual reports; revenue reflects reported basis~~


²	~~Market capitalization is based on stock price multiplied by shares outstanding as of fiscal year-end 2016~~



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~~DETERMINING PAY LEVELS~~Determining pay levels

In determining total compensation levels for Operating Committee members, the CMDC ~~considers the following factors in an effort to make pay commensurate with sustained performance, and to attract and retain top talent:~~considers:


▪	Performance, based on four broad assessment categories as discussed on pages [xx-xx]


▪	Value of the position to the organization and shareholders over time (i.e., “value of seat”)


▪	Setting an example for others by acting with integrity and strengthening Firm culture


▪	External talent market (i.e., market data)


▪	Internal equity among Operating Committee members, as appropriate

~~Performance, based on four broad categories (see pages~~ ~~47–53~~)

~~Value of the position to the organization and shareholders over time (i.e., “value of seat”)~~

~~Setting an example for others by acting with integrity and strengthening our culture~~

~~External talent market (i.e., market data)~~

~~Internal equity among Operating Committee members, as appropriate~~

While market data provides the CMDC with useful information regarding our competitors, the CMDC

does not target specific positioning (e.g., 50^thpercentile), nor does it use a formulaic approach in determining competitive pay levels. Instead, the CMDC uses a range of data as a reference, which is considered in the context of each executive’s performance over a multi-year period, ~~as well as~~including the CMDC’s assessment of the value the individual delivers to the Firm.

In addition, ~~since~~as the Firm rotates some of its executive officers among the leadership positions of its businesses and key functions as part of development and succession planning, and considers each Operating Committee member to be a part of the Firm’s leadership beyond his or her discreet ~~line of business~~LOB or function responsibilities, the CMDC also ~~places importance on~~considers the internal pay relationships among members of the Operating Committee.

~~DETERMINING PAY MIX~~Determining pay mix

Once the CMDC determines Operating Committee members’ total incentive compensation, the CMDC then establishes the appropriate pay mix between annual cash incentives and long-term equity, ~~(including PSUs~~including performance share units ("PSUs") and ~~RSUs)~~restricted stock units ("RSUs"). Consistent with ~~last year,~~recent years, the CMDC ~~deferred~~did not grant any RSUs to Mr. Dimon, but instead awarded approximately 80% of Mr. ~~Dimon's~~Dimon’s incentive compensation in PSUs, ~~(with~~with the remaining 20% in cash ~~incentives) in order to more closely align his interest with those of shareholders.~~incentives. PSUs are 100% at risk and will result in no payout unless a threshold performance level is achieved.

For the remaining Operating Committee members, the CMDC deferred approximately 60% of ~~Operating Committee members’~~their incentive

compensation into long-term equity (30% in PSUs and 30% in RSUs), with the remaining 40% paid in ~~cash incentives.~~ cash.

The CMDC believes that this ~~60% equity/40% cash~~material weighting of pay mix to equity encourages Operating Committee members to focus on the long-term success of the Firm while avoiding excessive risk-taking, and provides a competitive annual cash incentive opportunity. The CMDC has established a different pay mix for Mr. Pinto (including a fixed allowance) due to local E.U. and U.K. regulatory rules ~~pertaining to~~for Identified Staff under the Capital Requirements Directive ~~IV and Senior Managers under the Individual Accountability Regime, respectively.~~IV. For further details on Mr. Pinto’s pay mix, see page ~~52.~~[xx].

~~FORMULA USED IN DETERMINING NUMBER OF~~Formula used in determining number of PSUs ~~EARNED AT VESTING~~earned at vesting

The ~~CMDC utilizes both a balanced discretionary approach and a formula for purposes~~long-term equity portion of ~~determining compensation levels for~~ the Operating ~~Committee. Specifically, while the grant value~~Committee’s pay mix is comprised of PSUs ~~is based on our discretionary approach in assessing performance,~~and RSUs, other than for Mr. Dimon, who receives only PSUs. As part of the design of the PSU award program, the ultimate number of PSUs earned at vesting is ~~based on~~determined by a formula ~~using~~based on absolute and relative ROTCE performance, with the value of the payout ranging from 0% to 150%. ~~Awards~~The value upon vesting of the PSUs, as well as the time-based RSUs, is tied to the Firm’s performance through its stock price.

Updates to the 2017 PSU award

Consistent with the strong Say-on-Pay results and positive shareholder support our compensation program has received since PSUs were first introduced in 2015, the CMDC has maintained the key features of our current PSU design and made the following two updates to the 2017 PSU award granted in January 2018:


▪	Calibrated the Absolute ROTCE goal to 17% based on the current forecast of the Firm’s future performance


▪	In response to regulatory feedback, introduced a risk-based capital hurdle referencing the Firm’s Fully Phased-In common equity tier 1 (“CET1”) capital ratio¹

The CMDC believes that these updates continue to appropriately incentivize strong performance by Operating Committee members, do not encourage imprudent risk-taking and are ~~made only if the Board concludes they are appropriate based on all performance considerations, including risk and control.~~aligned with shareholder interests. Additional details on ~~the~~ PSUs are provided on page 46[xx] of this proxy statement.

¹The CET1 ratio is a key regulatory capital measure; for further explanation, see page [xx] of this proxy statement.



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Summary of pay elements

The table below summarizes the elements of compensation for the 2017 performance year.



Elements	% of Variable		Description	Vesting	Subject to Clawback²
Elements	CEO	Other NEOs¹	Description	Vesting	Subject to Clawback²
Fixed
Salary	N/A	N/A	▪ Fixed portion of total pay that enables us to attract and retain talent ▪ Only fixed source of cash compensation	▪ N/A	N/A
Variable
Cash Bonus	~20%	40%	▪ Provides a competitive annual cash incentive opportunity ▪ Payout determined and awarded in the year following the performance year ▪ Represents less than half of variable compensation	▪ Immediately vested	ü
RSUs	0%	30%	▪ RSUs serve as a strong retention tool ▪ Dividend equivalents are paid on RSUs at the time actual dividends are paid ▪ RSUs and PSUs do not carry voting rights, and are subject to protection-based vesting and the Operating Committee retention/ownership policy ▪ RSUs and PSUs provide a competitive mix of time- and performance-based equity awards that are aligned with long-term shareholder interests as the value of payout fluctuates with stock price performance	▪ Generally over 3 years: ▪ 50% after 2 years, with the remaining 50% after 3 years	ü
PSUs	~80%	30%	▪ PSUs reinforce accountability by linking objective targets to a formulaically determined payout based on absolute and relative ROTCE ▪ Same PSU performance goals for the entire award term ▪ PSU payout ranges from 0–150% and is settled in shares ▪ Dividend equivalents accrue on PSUs and are subject to the same vesting, performance, and clawback provisions as the underlying PSUs	▪ Combined period of approximately 5 years: ▪ Award cliff vests after the end of the 3-year performance period ▪ Subject to a 2-year hold following vest	ü



~~3. How did we pay our CEO and other NEOs?~~
CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 80% of his variable pay deferred into equity, of which 100% is in at-risk PSUs. Pay for other NEOs is also closely tied to Firm and LOB sustained performance, with a majority of their variable pay deferred into equity, of which 50% is in PSUs.2017 COMPENSATION PAY MIX

~~PAY ELEMENTS~~

Our compensation program provides for an appropriate mix between base salary, cash incentives, and equity incentives that vest over time. The ~~table~~charts below ~~provides a summary for each element~~reflect the 2017 total compensation pay mix of ~~compensation for the 2016 performance year.~~our NEOs

¹.

Elements¹
% of Variable Purpose Description Vesting
Subject to Clawback²
CEO NEOs
Fixed
Salary N/A N/A • Fixed portion of total pay that enables us to attract and retain talent
• Only fixed source of cash compensation
• Base salary of OC members has remained flat since 2011
• N/A

Variable
Cash
Bonus
~20% 40%
• Provides a competitive annual cash incentive opportunity

• Payout determined and rewarded after end of performance year
• Represents less than half of OC members’ variable compensation
• Immediately vested, subject to bonus recoupment provision

ü
RSUs 0% 30%
• RSUs serve as a strong retention tool
• PSUs reinforce accountability by linking objective targets to a formulaically determined payout
• PSUs and RSUs provide a competitive mix of time-based and performance-based equity awards
• Both PSUs and RSUs are aligned with long-term shareholder interests as payout value fluctuates up or down based on stock price performance
• Both RSUs and PSUs are subject to protection-based vesting
• Both RSUs and PSUs are subject to the retention/ownership policy applicable to all OC members
• RSUs and PSUs do not carry voting rights
• Dividend equivalents are paid on the RSUs at the time actual dividends are paid on JPMorgan Chase common stock
• Generally vest over three years — 50% after two years, with the remaining 50% after three years

ü
PSUs

~80% 30%
• Payout based on absolute ROTCE and relative ROTCE
• Performance goals remain the same for entire award term
• Payout levels range from 0–150%
• PSUs are settled in shares of common stock
• Dividends accrue and are paid out in shares of common stock at vesting based on units earned
• See page 46 for additional details on program
• 3-year performance period
• Award cliff vests after the end of the 3-year performance period, with shares subject to an additional 2-year hold (for a combined period of approximately 5 years)

ü

¹Excludes Mr. Pinto. Due to local regulations, Mr. Pinto receives a fixed allowance, did not receive a cash bonus, and both his RSUs and PSUs are subject to: (i) extended seven year vesting (commencing ratably on the third year anniversary of grant); (ii) additional U.K. clawback/recovery provisions; and (iii) a minimum twelve-month hold after each vesting, and are not eligible for payment/accrual of dividend equivalents. In addition, as it relates to Mr. Pinto’s PSUs, the CMDC may use its discretion, if appropriate, to downward adjust payout based on his performance against qualitative criteria and priorities during the performance period, including performance against his local regulatory responsibilities as a U.K. “Senior Manager” under the Individual Accountability Regime. U.K. regulators review compensation structures for Identified Staff annually and may request future adjustments. Additional information on Mr. Pinto’s compensation is on page [XX] of this proxy statement.

²Additional information on recovery and clawback provisions is provided on page [xx] of this proxy statement.

Due to local regulations, Mr. Pinto receives a fixed allowance, did not receive a cash bonus, and both his RSUs and PSUs are subject to (a) extended seven year vesting (commencing ratably on the third year anniversary of grant); (b) additional U.K. clawback/recovery provisions; and (c) a minimum six-month hold after each vesting. In addition, as it relates to Mr. Pinto’s PSUs, the CMDC may use its discretion, if appropriate, to downward adjust payout (to 0%) based on his performance against qualitative criteria and priorities during the performance period. U.K. regulators review compensation structures for Identified Staff annually and may request future adjustments.


²	~~Additional information on recovery and clawback provisions is provided on page 59 of this proxy statement.~~



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~~PERFORMANCE SHARE UNIT PROGRAM~~Performance share unit program

The PSU program further strengthens long-term shareholder alignment by linking ultimate payout to pre-established absolute and relative goals based on a formula, subject to risk and control features. Taking into consideration positive shareholder feedback, the CMDC determined that key features of the PSU award granted in January 2017 should remain unchanged from those of the prior year’s award, as described in further detail below.



Plan Feature	Performance Year ~~2016~~2017 PSU Award Description
Vehicle	• ▪ Value of units moves with stock price during performance period; units are settled in shares at vesting
Time Horizon	▪ • 3-year cliff vesting, plus an additional 2-year holding period (for a combined 5-year holding period)
Performance ~~Measures~~Measure	▪ • ~~After evaluation, the~~The CMDC selected ROTCE¹, ~~as it is~~ a fundamental ~~measure of financial~~ performance ~~that reflects~~metric, which measures the Firm’s ~~profitability~~net income applicable to common equity as ~~well as use~~a percentage of ~~its equity, thereby incorporating both the income statement and the balance sheet. It measures how well management~~average tangible common equity. ROTCE is ~~using common shareholders’ equity~~meaningful to ~~generate profit. It is a primary measure by which we manage our business, and is used by~~ the Firm, as well as investors and analysts, in assessing the earnings power of common shareholders’ equity capital and is a useful metric for comparing the profitability of the Firm to ~~assess our performance and that of our~~ competitors.
Payout Grid	• ▪ Payout under the PSU plan will be calculated annually over the 3-year performance period based on absolute and relative ROTCE per the formulaic payout grid below. Absolute and relative performance metrics help promote a ~~fair~~reasonable outcome for both shareholders and participants. ~~In January~~Annual payout calculations prevent excessive weightings attributable to a single year within the 3-year performance period. For the 2017 PSU award, the CMDC set the maximum payout at an ROTCE level of ~~14%~~17% (or greater)., compared to 14% in prior years.
Payout Grid
~~Determining Absolute~~Minimum Risk-based Hurdle ~~and Relative Performance Goals~~(New for 2017)	▪ • ~~In setting the 14% absolute ROTCE goal, the CMDC reviewed~~If the Firm’s ~~historical~~Fully Phased-In CET1 capital ratio is less than 7.5% at any year-end, then unvested PSUs referencing that performance ~~and~~year will be subject to downward adjustment by the CMDC. This is a reasonable range of net income and capital outcomes over the next three years. These outcomes were considered in the context of (among other things) regulatory capital requirements, annual stress tests, interest rates and the economic environment, all of which affect the range of ROTCE outcomes in the medium term. • ~~Specifically, the CMDC recognized that the Firm earned record net income in each~~new feature of the last three years, which resulted in ROTCE of 13% in each year. As tangible common equity in the denominator compounds with retained earnings, continually higher net income in the numerator is needed each year to maintain 13% ROTCE, and even higher record net income would be required to increase ROTCE to 14%. For illustrative purposes, in 2016, the Firm would have needed to generate over $2 billion of additional net income in order to achieve 14% ROTCE. • ~~Consistent with our pay-for-performance philosophy, in setting the relative ROTCE performance goals, the CMDC determined that payout above target for previously granted~~2017 PSU awards should be limited to instances in which we outperform our peers, with below target payout occurring in instances of under-performance. Achievement of median performance results in target payout (100%) consistent with peer practices, and what the CMDC believes is a fair and balanced outcome. Payout of 150% is limited to outstanding relative performance, which the CDMC determined to be in the top 25% of peers (or top 3).award.
PSU Performance Companies	▪ • ~~Criteria: close~~In determining companies to include in the relative ROTCE scale, the CMDC selected competitors with business activities that overlap with at least 30% of ~~our~~the Firm’s revenue ~~mix~~ • mix. These include Bank of America, Barclays, Capital One Financial, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, HSBC, Morgan Stanley, UBS, and Wells ~~Fargo~~Fargo.
Narrow Adjustment Provision	• ▪ The CMDC may ~~only~~ make adjustments (up or down) to maintain the intended economics of the award in light of changed circumstances (e.g., change in accounting rules/policies or changes in capital structure). ~~Mr. Pinto is~~The CMDC may also ~~subject to~~make additional downward adjustments in relation to Mr. Pinto’s PSUs (see footnote 1[x] on page ~~45)~~[xx]).
~~2015 Award~~ ~~(Prior Year)~~	~~• In 2016, we generated 13% ROTCE on an absolute basis and achieved 1~~^st ~~Quartile performance on a relative basis, which results in an expected future payout of 150% for 1/3~~^rd ~~of the units.~~


¹ROTCE is calculated for each year in the performance period using unadjusted reported data as set forth in public financial disclosures.	~~ROTCE is calculated for each year in the Performance Period using unadjusted reported data as set forth in public financial disclosures.~~



57		46 •JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT

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~~MR. DIMON’S 2016 COMPENSATION IS ALIGNED WITH HIS MULTI-YEAR PERFORMANCE~~

~~In assessing Mr. Dimon's~~Determining absolute and relative PSU performance and determining his pay, the Board considered his achievements against business results, risk and control, customers and clients, and people and leadership. The Board took into account Mr. Dimon's performance in leading the Firm over a sustained period of time, including strong performance in 2016, during which time the Firm achieved record net income and record EPS, while generating strong ROTCE¹ results of 13% on average tangible common equity of $180 billion (vs. $170 billion in 2015). The Firm achieved these results against the backdrop of a challenging revenue environment, while hitting expense and capital targets, gaining market share in most of our businesses, strengthening our risk and control environment (including our Culture and Conduct program) and continuing to invest in our people.

~~The Board considered the Firm’s financial performance since the end of the financial crisis (i.e., most recent 7 years):~~goals

•▪

~~Strong annual~~Each year the CMDC sets the absolute ROTCE¹ ~~on increasing levels~~ goal by reviewing the Firm’s historical performance and a reasonable range of possible net income and capital~~(13% or higher ROTCE~~¹ outcomes over the next three years. For the 2017 PSU award granted in 6January 2018, these outcomes were considered in the context of (among other things) the expected impacts of: the enactment of the ~~last 7 years);~~

~~Record Net Income~~ ~~(6 of the last 7 years);~~

~~Record EPS~~ ~~(5 of the last 7 years);~~


•	~~Strong TBVPS~~¹ ~~growth rate~~Tax Cuts and Jobs Act; regulatory capital requirements; annual stress tests; interest rates; and the U.S. and global economic environment, all of ~~10%(compounded annually over~~which affect the ~~last 7 years); and~~

~~Returned $61 billion to shareholders~~ ~~(over the last 7 years)~~

The Board also recognized that Mr. Dimon deployed substantial resources to fortify our control environment, which has culminated in a control infrastructure that better permeates across and deeply within our businesses. In doing so, he has fostered a culture that regards the Risk and Control agenda as a top priority that seeks continuous improvement, all reflecting the Firm’s ability to successfully adapt to an evolving and challenging regulatory landscape.

In addition, Mr. Dimon has guided the Firm’s focus on creating and enhancing services that add value to our customers through product innovation, cutting edge technologies, and simplified processes. Furthermore, Mr. Dimon’s stewardship over the Firm’s People and Leadership agenda, has led to a highly effective management development program (Leadership Edge), a robust pipelinerange of ~~leaders across the organization and a diversity strategy that attracts, motivates, and retains top talent.~~

In addition to assessing Mr. Dimon’s performance, the CMDC and independent members of our full Board also considered the CEO pay of our financial services and general industry peers over multiple years as a reference, and concluded that increasing Mr. Dimon's 2016 compensation was appropriate, particularly in light of the Firm's strong absolute and relative performance over multiple years. After considering these factors, the Board awarded Mr. Dimon $28 million ($27 million in 2015). The exhibit below illustrates Mr. Dimon’s compensation relative to our financial services peers (based on three-year average total compensation; and also expressed as a percentage of net income).

~~Prior 3-Year Average CEO Total Compensation and % of Profits Paid to CEOs (2013–2015)~~ ^2,3


¹	ROTCE ~~and TBVPS are each non-GAAP financial measures. For a reconciliation and explanation of these non-GAAP measures, see page 102.~~ outcomes in the medium-term.

▪

~~Total compensation is comprised of base salary, cash bonus paid, and long-term incentive compensation (target value) in connection~~Consistent with the Firm’s pay-for-performance philosophy, in setting the relative ROTCE performance ~~year,~~goals, the CMDC determined that payout above target for previously granted PSU awards should be limited to instances in which ~~may be different from amounts reported~~the Firm outperforms its competitors on a relative basis, with below target payout occurring in ~~Summary Compensation Table. The most recently used compensation data~~instances of under performance. Achievement of median relative performance results in target payout (100%), which is ~~2015 since not all~~consistent with peer practices, and with what the CMDC believes is a reasonable outcome. Outstanding relative performance, which results in a payout of ~~our Financial Services peers will have filed proxy statements (with 2016 compensation data) before~~150% is limited to the ~~preparation~~Firm achieving a ROTCE in the top 25%, or top 3, of ~~our own proxy statement. Source: Proxy statements.~~the competitor group.

2015 and 2016 (prior) PSU awards


▪	The Firm reported ROTCE of 13% and 12% in 2016 and 2017, respectively. Although this performance did not surpass the absolute threshold, the Firm did achieve 1^{3 st} Quartile relative performance for both years, resulting in an expected future payout of 150% for PSU tranches referencing these years.	~~Percentage of profits paid is equal to three-year average CEO compensation divided by three-year average net income. Source: 2014-2016 Proxy statements.~~



JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT• 47		58

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¹	~~ROTCE and TBVPS are each non-GAAP financial measures. For a reconciliation and explanation of these non-GAAP measures, see page 102.~~


²	~~Despite record net income and 15% ROTCE, the Board exercised discretion relating to risk and control and reduced Mr. Dimon's pay in 2012.~~



48 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~

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~~JAMES DIMON: CHAIRMAN AND CHIEF EXECUTIVE OFFICER~~

Mr. Dimon became Chairman of the Board on December 31, 2006, and has been Chief Executive Officer and President since December 31, 2005. His key achievements in 2016 and related compensation are provided below.



~~MR. DIMON’S PAY-FOR-PERFORMANCE~~

~~2016 Priorities and Performance~~

• Mr. Dimon's strategic priorities were to continue to invest in innovation to better serve our clients, continue down the path of having fortress controls, reinforce a strong sense of personal accountability and a sound culture, position the Firm as the leader of wholesale and retail payments, capture the full potential of our data assets, and attract and develop the best diverse talent.

~~• For 2016, the Firm achieved strong ROTCE with record net income and record EPS. We returned $15.0 billion to share-holders in the form of dividends and net share repurchases.~~

• Mr. Dimon continued to invest significant resources to provide the necessary infrastructure for our control agenda and has continued to develop our outstanding management team and to enhance our diversity programs, with the Firm being recognized as a top employer for women, blacks, hispanics, LGBT and veterans.

•

~~Mr. Dimon was awarded total compensation of $28.0 million, up from $27.0 million in 2015.~~

~~2016 Compensation~~

~~~80% of variable compensation awarded in PSUs~~



~~SUMMARY OF 2016 KEY ACHIEVEMENTS~~3. Sound pay practices
We believe our compensation philosophy promotes an equitable and well-governed approach to compensation, including pay practices that attract and retain top talent, are responsive to and aligned with shareholders, and encourage a shared success culture in support of our business principles.

Overview of our compensation philosophy

Our well established compensation philosophy provides guiding principles that drive compensation-related decision-making across all levels of the Firm. We strive to clearly communicate our compensation philosophy to promote firmwide fairness and consistency. We believe the effectiveness of our compensation program is dependent upon the alignment of sound pay practices with our compensation philosophy.



OUR COMPENSATION PHILOSOPHY
ü	Principles-based compensation philosophy Provides guiding principles that drive compensation-related decision-making across all levels of the Firm	ü	Robust anti-hedging/anti-pledging provisions Strict prohibition on hedging and pledging of unvested awards and shares owned outright
ü	Pay at risk Operating Committee member compensation is mostly “at-risk” and contingent on the achievement of performance goals that are integrally linked to shareholder value and safety and soundness	ü	Strong clawback provisions Comprehensive recovery provisions enable us to cancel or reduce unvested awards and require repayment of previously paid compensation, if appropriate
ü	Majority of variable pay is in deferred equity Operating Committee member variable compensation is mostly deferred in the form of PSUs and RSUs that vest over three years¹	ü	Competitive benchmarking To make informed decisions on pay levels and pay practices, we benchmark ourselves against our peer groups
ü	Risk, Controls & Conduct impacts pay In making pay decisions, we consider material risk, controls & conduct issues and make adjustments to compensation, when appropriate	ü	Responsible use of equity We manage our equity program responsibly, using less than 1% of weighted average diluted shares in 2017 for employee compensation
ü	Strong share holding requirements Operating Committee members are required to retain significant portions of net shares received from awards to increase ownership over the long-term	ü	Robust shareholder engagement Each year we provide the Board with feedback from our shareholders on a variety of topics, including our compensation programs and practices



~~Business Results~~		~~Risk and Control~~
SOUND GOVERNANCE AVOIDS POOR PAY PRACTICES
û	• ~~Strong ROTCE~~¹No golden parachute agreements We do not provide additional payments or benefits as a result of ~~13%, record net income of $24.7 billion~~a change-in-control event	û	No guaranteed bonuses We do not provide guaranteed bonuses, except for select individuals at hire and ~~record EPS of $6.19, and TBVPS~~¹ ~~growth of 7%, reflecting a continued focus on efficiency and hitting our expense and capital targets~~ • ~~Maintained a fortress balance sheet, increasing our Basel III Advanced Fully Phased-In CET1 capital ratio by 60 bps to 12.2%~~ • ~~$2.4 trillion of credit and capital raised in 2016 illustrating the strength and depth of our businesses~~		• Continued to strengthen the global Culture and Conduct program by developing a formalized firmwide conduct risk framework and further embedded our business principles throughout the employee lifecycle ~~• Continued to improve the efficiency and effectiveness of the Firm’s risk and control agenda, including the management of conduct risk, and numerous initiatives to address regulatory commitments~~only for one year
~~Customers and Clients~~		~~People and Leadership~~
• ~~Maintained or improved first-class franchises:~~ ~~— CCB had ~26.5 million active mobile customers by the end of 2016, up 16% year-over-year~~ ~~— CIB participated in seven of the top ten fee-generating IB transactions in 2016 (per Dealogic)~~ ~~— CB ranked #1 multifamily lender in the US~~ ~~— AWM named #1 Private Bank in the World by Global Finance Magazine~~ • ~~Continued to support our communities, including a $20 million pledge to revitalize neighborhoods in five cities~~	û	~~• Launched the Advancing Black Leaders initiative with the objective of better attracting external black talent, while retaining and developing our internal talent~~No special severance ~~• Continued investment in programs and initiatives that support the advancement of women, and which reinforce our employer of choice reputation in the marketplace~~ ~~• Worked closely with the CMDC and the Board on~~We do not provide special severance. All employees, including Operating Committee ~~members’ development and succession planning~~members, participate at the same level of severance, based on years of service, capped at 52 weeks up to a maximum credited salary	û	No special executive benefits • No private club dues or tax gross-ups for benefits • No special health or medical benefits • No 401(k) Savings Plan matching contribution • No special pension credits


¹PSUs are also subject to a two-year holding period following vest for a combined holding period of five years. The terms and conditions of Mr. Pinto’s compensation reflect the requirements of E.U. and U.K. regulations. Additional information on the composition of Mr. Pinto’s compensation is on pages [xx and xx] of this proxy statement.	~~ROTCE and TBVPS are each non-GAAP financial measures. For a reconciliation and explanation of these non-GAAP measures, see page 102.~~



59		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

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Stock ownership guidelines and retention requirements

The CMDC believes it is important to have the interests of the Operating Committee members aligned with those of our shareholders. To meet this objective, Operating Committee members are subject to a stock ownership guideline and retention requirement policy.

The CMDC enhanced the policy in December 2017 to account for stock price volatility over time, by introducing a fixed dollar ownership threshold (in addition to the current fixed share threshold), as a means for better determining ownership levels relative to the guideline.

Ownership guideline

While on the Operating Committee, each member is required to accumulate either:


▪	A minimum of between 200,000 and 400,000 shares (1 million shares for the CEO); or


▪	Effective January 1, 2018, a minimum fixed dollar value of shares of between $10 million and $30 million ($75 million for the CEO).

Shares credited for purposes of satisfying the above ownership levels include shares owned outright, as well as 50% of unvested RSUs and PSUs, but do not include stock options or stock appreciation rights.

Ownership accumulation period

The stock ownership guideline must be met within six years of the later of the effective date of the policy or appointment to the Operating Committee. If the stock ownership guidelines are subsequently revised (increased), then the higher ownership guideline must be satisfied within six years of such revision, unless otherwise determined by the CEO and CMDC.

Retention requirements

Prior to reaching their designated share ownership guideline, Operating Committee members are required to retain 75% of all net shares received from equity awards. Once they have met their ownership guideline, the policy requires Operating Committee members to continue retaining 50% of all net shares received from awards (75% for the CEO). These retention requirements apply throughout the duration of Operating Committee members’ service on the Operating Committee.

Because Operating Committee members are required to continue accumulating shares even after having met their share ownership guideline, the resulting increase of share ownership over time further strengthens Operating Committee members’ interests with those of our shareholders.



JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT• 49		60

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~~MARIANNE LAKE: CHIEF FINANCIAL OFFICER~~

Ms. Lake was appointed Chief Financial Officer on January 1, 2013. She previously served as the CFO of the Consumer & Community Banking business from 2009 through 2012. Ms. Lake served as the Investment Bank’s Global Controller in the Finance organization from 2007 to 2009 and was previously in the Corporate Finance group managing global financial infrastructure and control programs. Ms. Lake’s key achievements in 2016 and related compensation are provided below.



~~MS. LAKE’S PAY-FOR-PERFORMANCE~~



	~~2016 Priorities and Performance~~ • Ms. Lake’s priorities were to continue to progress the strategic vision of our Global Finance & Business Management organization; optimize our performance with a focus on maximizing risk adjusted return on capital while complying with all regulatory constraints; enhance our risk and control environment; continue to actively engage with our diverse shareholder base; strengthen our relationship with regulators; and lead certain people initiatives, including further solidifying Global Finance’s succession bench and executing targeted mobility moves for senior talent. • In determining Ms. Lake’s compensation, the CMDC considered her consistently strong performance relative to the pay and performance of other high caliber CFOs and her key accomplishments highlighted below. ~~• Ms. Lake was awarded total compensation of $12.5 million, up from $11.0 million in 2015.~~

~~2016 Compensation~~



~~SUMMARY OF 2016 KEY ACHIEVEMENTS~~4. Pay is aligned with performance
CEO pay is strongly aligned to the Firm’s short-, medium- and long-term performance, with approximately 80% of the CEO’s variable pay deferred into equity, of which 100% is in at-risk PSUs. Other NEO pay is also strongly aligned to Firm and LOB performance, with a majority of their variable pay deferred into equity, of which 50% is in PSUs.



~~Business Results~~		~~Risk and Control~~
~~• Established a multi-metric based equity capital allocation framework which is dynamic and aligns incentives with the Firm’s multiple binding constraints~~ ~~• Rolled out new firmwide platform for regulatory capital to drive greater organizational efficiency~~ ~~• Led successful submission of the Comprehensive Capital Analysis and Review (“CCAR”)~~ ~~• Enhanced the Global Finance & Business Management organization, including introduction of 14 firmwide reporting controller roles aligned to specific financial instruments and disclosures~~		~~• Led successful 2016 Resolution Submission — adequately remediated identified deficiencies in the 2015 Resolution Plan~~ ~~• Developed financial reporting application that will materially improve reporting and analytics in support of regulatory reports~~ ~~• Expanded Central Challenger mandate into Recovery and Resolution and Capital Management Policy Review~~ ~~• Developed firmwide CCAR CFO attestation program~~ ~~• Established monthly Global Tax Control and Oversight forum to address tax related risks and issues across the businesses and operations~~
~~Customers and Clients~~		~~People and Leadership~~
~~• Developed more robust stakeholder engagement around Environmental, Social and Governance (“ESG”) matters with shareholders, clients and other key stakeholders~~ ~~• Continued focus on shareholder outreach through multiple channels — including conferences, speaking engagements, group meetings and investor road shows~~ ~~• Continued focus on relationship with regulators through active engagement and regular dialogue~~		~~• Championed a number of firmwide diversity initiatives:~~ ~~— Sponsored six fellows in Firm’s ReEntry Program~~ ~~— Senior Sponsor of Women on the Move and Spelman~~ ~~College Alumni programs~~ ~~— Supported multiple recruiting networking events~~ ~~yielding hundreds of diverse pipeline candidates~~ ~~• Executed on multiple talent initiatives including~~ ~~creation of a global training forum and expansion of the~~ ~~Global Finance analyst program~~



50 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~

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~~MARY CALLAHAN ERDOES: CEO ASSET & WEALTH MANAGEMENT~~

Ms. Erdoes was appointed Chief Executive Officer of Asset & Wealth Management (“AWM”) in September 2009. She previously served as CEO of the J.P. Morgan Private Bank from 2005 to 2009. Ms. Erdoes’ key achievements in 2016 and related compensation are provided below.



~~MS. ERDOES’ PAY-FOR-PERFORMANCE~~

~~2016 Priorities and Performance~~

• Ms. Erdoes’ priorities were to deliver strong financial results, including driving efficiencies, and to provide clients with superior investment performance, while continuing to invest in talent, innovate through technology, reinforce controls and maintain a strong culture to position AWM for continued success.

• In 2016, Ms. Erdoes led the AWM business to deliver strong financial performance in a challenging market environment, while maintaining AWM’s market-leading position. Under her leadership, AWM continued its outstanding long-term investment performance through innovative solutions for clients, aligning with industry trends and maintaining its fiduciary culture.

~~• Ms. Erdoes was awarded total compensation of $19.0 million, up from $18.0 million in 2015.~~

~~2016 Compensation~~

~~SUMMARY OF 2016 KEY ACHIEVEMENTS~~



~~Business Results~~		~~Risk and Control~~
~~Achieved strong results despite a challenging environment:~~ • ~~Net income of $2.3 billion on revenue of $12.0 billion with 24% ROE and 29% pretax margin~~ • ~~Long-term assets under management (“AUM”) of $1.3 trillion and client assets of $2.5 trillion~~ • ~~Net long-term AUM inflows of $23.0 billion and long-term inflows in client assets of $39.0 billion~~		~~Continued to invest significant resources towards and to focus on a strong controls infrastructure, including:~~ • ~~Prioritized all high risk clients’ Know Your Customer ("KYC") assessments in Wealth Management to enhance our compliance with BSA/USA PATRIOT Act~~ • ~~Cross Border Activities policy adopted a consistent global control framework~~ • ~~Supported the expansion of Independent Risk Management practices to address evolving business needs and regulatory expectations~~
~~Customers and Clients~~		~~People and Leadership~~
~~Continued to deliver excellent client experience through outstanding performance:~~ • ~~79% of mutual fund AUM ranked in the 1~~^st ~~or 2~~^nd ~~quartile over five years~~ • ~~Broadened Wealth Management focus to capture opportunities across AWM's and CCB's entire U.S. wealth spectrum in a more seamless manner~~ • ~~Named #1 North America and Latin America Private Bank by Euromoney~~ • ~~Named Asset Management Company of the Year in Asia by The Asset for the 8~~^th ~~straight year~~		~~Executed on several key talent initiatives:~~ • ~~Effective retention, including 95% of senior top talent~~ • ~~Established ASCEND sponsorship program focusing on retaining and promoting top women and ethnically diverse talent~~ • Enhanced our recruiting strategy by introducing new innovative technologies such as on demand digital interviewing for external hires, and launching a Mobility site to increase internal transfers and opportunity awareness



~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~ • 51

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~~DANIEL PINTO: CEO CORPORATE & INVESTMENT BANK~~

Mr. Pinto was appointed Chief Executive Officer of the Corporate & Investment Bank (“CIB”) in March 2014, after previously serving as Co-CEO. Mr. Pinto has also been Chief Executive Officer of the Firm’s EMEA region since June 2011. Mr. Pinto’s key achievements in 2016 and related compensation are provided below.



~~MR. PINTO’S PAY-FOR-PERFORMANCE~~

~~2016 Priorities and Performance~~

• Mr. Pinto’s priorities were to continue to deliver strong financial performance; maintain leadership positions across the full suite of CIB products, remain focused on business simplification and efficiency, and ensure that CIB remains on the forefront of technology innovation and emerging trends.

• Mr. Pinto delivered strong results in a dynamic environment; maintained or improved CIB’s market-leading positions in most of the key business segments; exited businesses with non-core clients, made progress on the multi-year cost reduction targets and enhanced the CIB's control environment, including with respect to referral hiring.

~~• Mr. Pinto was awarded total compensation of $19.0 million, up from $18.5 million in 2015.~~

~~2016 Compensation~~

~~For Mr. Pinto, the terms and composition of his compensation reflect the~~

~~requirements of local U.K. regulations (see page 63 for additional details).~~



~~SUMMARY OF 2016 KEY ACHIEVEMENTS~~



~~Business Results~~		~~Risk and Control~~
~~• Net Income of $10.8 billion on revenue of $35.2 billion with 16% return on equity (“ROE”)~~ ~~• Grew Global IB fee share, while the industry wallet declined~~ ~~• Total Markets and Fixed Income markets revenues of $21.0 billion (up 15%) and $15.3 billion (up 21%), respectively~~ • ~~Continued focus on cost reduction, with reported expense of $19.0 billion, down 11% year-over-year~~ • ~~Executed on multi-year transformation program to improve scalability and operating leverage~~		~~• Continued to drive the Culture and Conduct program for CIB and EMEA, incorporating lessons learned from both firmwide and industry events~~ ~~• Implemented strategic solution for Front Office Supervisors (“FOS”) to monitor conduct risk, including surveillance metrics and alerts~~ ~~• Created a payments control program to assess and mitigate operational payment risk on a prioritized basis~~ ~~• Made significant progress on improvement and stabilization of key technology platforms for Treasury Services and Custody & Fund Services~~
~~Customers and Clients~~		~~People and Leadership~~
~~• #1 in Global IB fees with 8.1% wallet share~~¹ ~~— #1 in IB fees in North America and EMEA~~¹ ~~• CIB participated in seven of the top ten fee-generating IB transactions in 2016~~¹ ~~• #1 in Total Markets with 11.4% share~~² ~~— #1 in Fixed Income and improved Equities rank to #2~~² ~~— #1 in Prime Brokerage by Institutional Investor~~		~~Continued focus on developing CIB’s existing talent, while positioning CIB as an employer of choice:~~ ~~• Supported numerous diversity initiatives, including 2~~^nd ~~annual ReEntry program and Adelante, a Business Resource Group empowering Hispanic and Latino employees~~ ~~• Rotated employees and created new or expanded roles to accelerate development of top talent~~ ~~• Continued focus on initiatives for Analysts and Associates to enhance work-life balance and retention~~


¹	~~Per Dealogic~~


²	~~See footnote 6 on page 36~~



52 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~

~~Table of Contents~~

~~MATTHEW ZAMES: CHIEF OPERATING OFFICER~~

Mr. Zames was appointed Chief Operating Officer for the Firm in April 2013, after previously serving as Co-COO since July 2012. In this role, he oversees a number of critical firmwide and corporate functions and works closely with the lines of business and corporate functions to achieve the Firm’s strategic priorities, including management of the Firm’s liquidity, funding and structural interest rate and foreign exchange risk through the Treasury and the Chief Investment Office. He also manages several strategic functions including Global Technology, Chief Administrative Office, Corporate Strategy, Global Real Estate, Oversight & Control, Global Security & Investigations, Military & Veterans Affairs, Regulatory Affairs, Mortgage Capital Markets, Private Investments, Intelligent Solutions and Global Services. Mr. Zames’ key achievements in 2016 and related compensation are provided below.



~~MR. ZAMES’ PAY-FOR-PERFORMANCE~~



	~~2016 Priorities and Performance~~ • Mr. Zames’ 2016 priorities were to effectively manage a broad portfolio of firmwide functions and to deliver firmwide strategic initiatives; execute and drive enhancements in the Firm’s interest rate and liquidity risk frameworks; continue to drive the transformation of the technology organization and fortify our cybersecurity capabilities; leverage big data technologies to optimize use of data and drive cost efficiencies; enhance culture and conduct programs; firmwide resource and expense optimization; and remediation of key regulatory issues. • The CMDC recognized Mr. Zames’ significant progress (highlighted below) against these priorities, the breadth of his role in the Firm and his compensation relative to comparable executives and other NEOs. ~~• Mr. Zames was awarded total compensation of $19.0 million, up from $18.5 million in 2015.~~

~~2016 Compensation~~



~~SUMMARY OF 2016 KEY ACHIEVEMENTS~~



~~Business Results~~		~~Risk and Control~~
• ~~Strengthened Firm’s balance sheet and liquidity position; drove significant body of work related to our 2016 Resolution submission~~ • ~~Developed debt optimization framework and introduced Total Loss Absorbing Capacity (“TLAC”) efficient callable debt structure to the market~~ • ~~Further progressed intraday liquidity program by leveraging technology and big data capabilities~~ • ~~Continued to drive significant and sustainable firmwide expense savings through programs like Organizational Effectiveness and noncompensation initiatives~~		• ~~Fortified the Firm's defenses: cybersecurity, global resiliency, physical security, and control landscape~~ • ~~Established higher standards around managing market conduct risk; implemented an enhanced surveillance operating model~~ • ~~Successfully transitioned Compliance to Global Risk Management~~ • ~~Continued progress on a number of firmwide control programs including AML/BSA, cyber security and access administration~~
~~Customers and Clients~~		~~People and Leadership~~
• ~~Continued to drive optimization of the Firm's technology organization through modernizing software delivery, rationalizing applications, infrastructure optimization efforts and workforce evolution~~ • ~~Advanced hybrid cloud strategy improving agility and scalability for developer community~~ • ~~Drove innovation across the firm by leveraging big data and analytic capabilities~~ • ~~Improved security of Firm’s data through enhanced loss protection controls and led first-of-its-kind cross-industry cybersecurity exercise~~		• ~~Co-Sponsor of the Firm's Culture and Conduct program which sets the tone of what’s expected from our employees~~ • ~~Continued to strengthen the Firm’s commitment to veterans through work with numerous nonprofit organizations, which contributed to our ability to attract and hire veterans~~ • ~~Continued to strengthen leadership bench through focused talent and succession planning, sponsorship of Leadership Edge training, and execution of COO Leaders Program~~ • ~~Seamlessly reorganized Chief Administration Office to split out technology and provided expanded roles for a number of key talent~~



~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~ • 53

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~~2016 NAMED EXECUTIVE OFFICER COMPENSATION~~

The table below sets forth salary and incentive compensation awarded to our NEOs ~~in connection with 2016, including salary and performance-based compensation paid in~~for 2017 ~~for 2016~~ performance.


		ANNUAL COMPENSATION (FOR PERFORMANCE YEAR)
NEO COMPENSATION TABLE													ANNUAL COMPENSATION (FOR PERFORMANCE YEAR)

Name and principal position				INCENTIVE COMPENSATION											INCENTIVE COMPENSATION
	Year	Salary		Cash		RSUs		PSUs¹		Total		Year	Salary		Cash		RSUs		PSUs¹		Total

James Dimon	2016	$	1,500,000	$	5,000,000	$	—	$	21,500,000	$	28,000,000	2017	$	1,500,000	$	5,000,000	$	—	$	23,000,000	$	29,500,000
Chairman and Chief Executive Officer	2015	1,500,000		5,000,000		—		20,500,000		27,000,000		2016	1,500,000		5,000,000		—		21,500,000		28,000,000
	2014	1,500,000		7,400,000		11,100,000		—		20,000,000		2015	1,500,000		5,000,000		—		20,500,000		27,000,000


Marianne Lake	2016	750,000		4,700,000		3,525,000		3,525,000		12,500,000		2017	750,000		5,100,000		3,825,000		3,825,000		13,500,000
Chief Financial Officer	2015	750,000		4,100,000		3,075,000		3,075,000		11,000,000		2016	750,000		4,700,000		3,525,000		3,525,000		12,500,000
	2014	750,000		3,700,000		5,550,000		—		10,000,000		2015	750,000		4,100,000		3,075,000		3,075,000		11,000,000


Mary Callahan Erdoes	2016	750,000		7,300,000		5,475,000		5,475,000		19,000,000		2017	750,000		7,500,000		5,625,000		5,625,000		19,500,000
Chief Executive Officer Asset & Wealth Management	2015	750,000		6,900,000		5,175,000		5,175,000		18,000,000		2016	750,000		7,300,000		5,475,000		5,475,000		19,000,000
	2014	750,000		6,300,000		9,450,000		—		16,500,000		2015	750,000		6,900,000		5,175,000		5,175,000		18,000,000


Daniel Pinto²	2016	8,303,234		—		5,348,383		5,348,383		19,000,000		2017	8,238,628		—		6,380,686		6,380,686		21,000,000
Chief Executive Officer Corporate & Investment Bank	2015	6,884,250		—		5,807,875		5,807,875		18,500,000		2016	8,303,234		—		5,348,383		5,348,383		19,000,000
	2014	7,415,796		—		9,584,204		—		17,000,000		2015	6,884,250		—		5,807,875		5,807,875		18,500,000


Matthew Zames	2016	750,000		7,300,000		5,475,000		5,475,000		19,000,000
Chief Operating Officer	2015	750,000		7,100,000		5,325,000		5,325,000		18,500,000
	2014	750,000		6,500,000		9,750,000		—		17,000,000
Gordon Smith³												2017	750,000		7,700,000		5,775,000		5,775,000		20,000,000
Chief Executive Officer Consumer & Community Banking


¹	Reflects the grant date fair value. Actual amounts of PSUs received by NEOs upon ~~vest~~vesting may range from 0% to 150% of the target shares (excluding accrued dividends), depending upon Firm performance.

Mr. Pinto’s fixed allowance of $7,635,000, which is paid in British pound sterling, ~~(GBP), was increased in 2016 to $7,635,000 in connection with a change to denominate in U.S. dollars (USD) (it was previously denominated in GBP),~~ and ~~in light of~~ his ~~increased responsibilities as a Senior Manager pursuant to the U.K. Individual Accountability Regime. His~~ salary of £475,000 isare both unchanged from ~~2015~~2016 to ~~2016.~~2017. For the purposes of determining the number of RSUs and PSUs granted to Mr. Pinto in 2018 for 2017 performance, the Firm established a grant date fair value per unit that takes into account that these awards do not carry the right to dividends or dividend equivalents prior to vesting, in accordance with local regulations. Additional information on the composition of Mr. Pinto’s compensation is on ~~page 63~~pages 56 and xx of this proxy statement.


³	Mr. Smith was not a NEO in 2015 and 2016.

Interpreting ~~2016~~2017 NEO compensation

The table above is presented to show how the CMDC and Board viewed compensation awarded for ~~2016.~~2017. It differs from how compensation is reported in the Summary Compensation Table (“SCT”) on page ~~62,~~xx of this proxy statement, which is required by the Securities and Exchange Commission (“SEC”), and is not intended as a substitute for ~~the information required by~~ the SCT. There are two principal differences between the SCT and the table above:

The Firm grants both cash and equity incentive compensation after a performance year is completed. In both the table above and the SCT, cash incentive compensation paid in ~~2017~~2018 for ~~2016~~2017 performance is shown as ~~2016~~2017 compensation. ~~The~~In the table above, ~~treats~~the equity awards (restricted stock units and performance share units) ~~similarly, so that equity awards~~ granted in 2018 for 2017 ~~for 2016~~ performance isare shown as ~~2016~~2017 compensation. ~~The~~In contrast, the SCT reports the value of equity awards in the year in which they are made. As a result, awards granted in ~~2016~~2017 for ~~2015~~2016 performance are shown in the SCT as ~~2016~~2017 compensation.


2.	The SCT reports the change in pension value and nonqualified deferred compensation and all other compensation. These amounts are not shown above.



61		54 •JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT

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Mr. Dimon’s 2017 compensation is aligned with his multi-year performance

Mr. Dimon’s 2017 Compensation

In determining Mr. Dimon’s compensation, independent members of the board took into account Mr. Dimon’s achievements across four broad performance categories:


▪	Business Results


▪	Risk, Controls, & Conduct


▪	Client/Customer Focus


▪	Teamwork & Leadership

The Board considered that under Mr. Dimon’s stewardship, the Firm continued to build upon its strong financial momentum from prior years. In 2017, the Firm delivered net income of $24.4 billion, record EPS of $6.31, and ROTCE¹ of 12% on average tangible common equity of $185 billion. Excluding the impact of tax reform and a legal benefit, the Firm delivered adjusted net income² of $26.5 billion, adjusted EPS² of $6.87, and adjusted ROTCE^1,2 of 13%. We returned $22.3 billion of capital to shareholders (including common dividends and net share repurchases).

The Board recognized that under Mr. Dimon’s leadership, the Firm continues to invest in our future, strengthen our risk and control environment and reinforce the importance of our culture and values, including our long-standing commitment to serve our communities and conduct business in a responsible way to drive growth. During 2017, the Firm gained market share in nearly all of its businesses, demonstrated strong expense discipline, continued to achieve high customer satisfaction scores, and maintained its fortress balance sheet.

Mr. Dimon has guided the Firm’s focus on creating and enhancing services that add value to our clients and customers through product innovation, cutting edge technologies, and simplified processes.

Mr. Dimon’s stewardship over the Firm’s Teamwork & Leadership agenda has led to a highly effective succession and management development program, a robust pipeline of leaders across the organization, and a diversity strategy that attracts, motivates, and retains top talent. Following recent internal appointments made in 2017 and early 2018, women now represent half of the ten Operating Committee members reporting up to Mr. Dimon.

In addition to assessing Mr. Dimon’s performance, the CMDC and the independent members of our Board also considered the CEO pay of our Financial Services and General Industry peers as a reference, and concluded that increasing Mr. Dimon’s 2017 compensation was appropriate, particularly in light of the Firm’s strong absolute and relative performance over multiple years.

The chart below compares Mr. Dimon’s compensation to that of the CEOs of our financial services peers based on three-year average total compensation expressed as a percentage of net income.

Prior 3-Year Average % of Profits Paid to CEOs (2014–2016)³

After considering these factors, the Board awarded Mr. Dimon $29.5 million (versus $28 million in 2016).

¹ROTCE is a non-GAAP financial measure; for a reconciliation and further explanation, see page xx-xx.


²	Excludes the impact of the enactment of the Tax Cuts and Jobs Act of $2.4 billion (after-tax) and a legal benefit of $406 million (after-tax). Adjusted net income and adjusted EPS are each non-GAAP financial measures; for further explanation, see page [XX].

³Total compensation is comprised of base salary, cash bonus paid, and long-term incentive compensation (target value) in connection with the performance year, which may be different from amounts reported in Summary Compensation Table. The most recently used compensation data is from 2016 since not all of our



JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT		62

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Financial Services peers will have filed proxy statements containing 2017 compensation data before the preparation of this proxy statement. Percentage of profits paid is equal to three-year average CEO compensation divided by three-year average net income. Source: 2015-2017 Proxy statements.

2017 NEO pay for performance summaries

Below are summaries of our NEOs’ achievements against the Firm’s four broad performance categories, including:



Business Results	Risk, Controls, & Conduct	Client/Customer Focus	Teamwork & Leadership



Marianne Lake: Chief Financial Officer		2017 Compensation: $13.5M

Summary of 2017 Key Achievements and Compensation Related Considerations


▪	Successfully integrated Treasury & Chief Investment Office, Office of Regulatory Affairs, and Oversight & Control with Global Finance & Business Management, as well as Corporate Strategy and Private Investments (through matrix reporting)


▪	Led the successful 2017 CCAR submission resulting in a buyback authorization of $19.4B


▪	Led the successful 2017 Resolution & Recovery submission and continued to deliver on related commitments


▪	Progressed external reporting strategic initiatives, including robotics and artificial intelligence programs to automate processes and further enhance controls and reporting capabilities


▪	Drove data management strategy to enhance business impact, improve capabilities and manage data compliance


▪	Ranked #1 Best CFO in Institutional Investor’s 2018 All-American Executive Team rankings


▪	Participated in 80+ external events globally, continuing strong engagement and deepening relationships with a broad range of important clients, investors and research analysts, and regulators, and participating in industry forums


▪	Championed several firmwide diversity initiatives with strong leadership team engagement


▪	Continued to expand the Global Finance Analyst program, revamped training & development and continued to improve retention post-program



Mary Callahan Erdoes: CEO Asset & Wealth Management		2017 Compensation: $19.5M

Ms. Erdoes was appointed Chief Executive Officer of Asset & Wealth Management (“AWM”) in September 2009. She previously served as CEO of Wealth Management from 2005 to 2009.

Summary of 2017 Key Achievements and Compensation Related Considerations


▪	AWM achieved record net income of $2.3B on record revenue¹ of $12.9B; ROE of 25%; and pre-tax margin of 28%


▪	Assets under management (“AUM”) of $2.0T and client assets of $2.8T, reflecting an increase of 15% and 14%, respectively from 2016, on higher market levels and net inflows into long-term and liquidity products


▪	Continued to provide clients with superior long-term investment performance, with 83% of mutual fund AUM ranked in the 1st or 2nd quartile over five years


▪	Named #1 North America and Latin America Private Bank by Euromoney


▪	Named Asset Management Company of the Year in Asia by The Asset for the 9th straight year


▪	Meaningfully enhanced the digital client experience in Wealth Management with redesigned client websites and

mobile apps, new capabilities (e.g., account opening), and added functionalities (e.g., online trading)


▪	Accountable for strengthening and deepening the Firm’s fiduciary culture, focusing on globally consistent compliance through training, culture, conduct and governance, consistent with supervisory expectations


▪	Supported the expansion of independent risk management practices to address evolving business needs and regulatory expectations


▪	Retained 96% of all senior top talent and increased the representation of women and U.S. ethnic minorities in senior roles


▪	Continued to drive the Firmwide diversity agenda, including programs like Re-Entry, unconscious bias training, and a revamped campus recruiting strategy

¹The Firm reviews the results of the lines of business on a managed basis. For a definition of managed basis, see page XX.



63		JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT

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~~COMPENSATION PHILOSOPHY~~

Our compensation philosophy provides guiding principles that drive compensation-related decision-making across all levels of the Firm. We believe that a well-established and clearly communicated compensation philosophy drives fairness and consistency across the Firm. The table below sets forth our compensation philosophy.



~~COMPENSATION PHILOSOPHY~~
~~Tying pay to performance and aligning with shareholders’ interests~~Daniel Pinto: CEO Corporate & Investment Bank		2017 Compensation: $21M

Mr. Pinto was appointed Chief Executive Officer of the Corporate & Investment Bank (“CIB”) in March 2014, after previously serving as Co-CEO since 2011. In 2017, Mr. Pinto and Mr. Smith assumed responsibility for Global Technology. Effective January 2018, Messrs. Pinto and Smith were appointed Co-Presidents and Co-Chief Operating Officers of the Firm.

Summary of 2017 Key Achievements and Compensation Related Considerations

▪

ŸCIB achieved net income of $10.8B on revenue¹ ~~In making compensation-related decisions, we focus on long-term, risk-adjusted performance (including assessment~~ of performance by the Firm’s risk and control professionals) and reward behaviors that generate sustained value for the Firm. This means that compensation should not be overly formulaic, rigid or focused on the short-term.

Ÿ~~A majority~~$34.5B, with ROE of ~~NEO incentive compensation should be in equity that vests over multiple years.~~14%

~~Encouraging~~
▪	Increased share of industry wallets in both IB fees and Equity Markets and achieved revenue growth in Treasury Services, Lending, and Securities Services; Markets revenue declined against a ~~shared success culture~~strong prior year


▪	Continued to optimize the use of capital by executing strategies to support business growth within multiple regulatory constraints


▪	Developed a multi-faceted Brexit implementation plan for a variety of potential scenarios


▪	Ÿ#1 in Global Investment Banking fees with 8.1% wallet share~~Teamwork should be encouraged~~² (#1 in IB fees in North America and ~~rewarded to foster a “shared success” culture.~~EMEA) Ÿ~~Contributions should be considered across the Firm, within business units, and at an individual level when evaluating an employee’s performance.~~²

~~Attracting and retaining~~
▪	The CIB participated in four of the top ~~talent~~ten fee generating IB transactions in 2017


▪	Ÿ~~Our long-term success depends on the talents of our employees. Our compensation system plays a significant role~~#1 in ~~our ability~~Total Markets with 11.0% wallet share³(#1 in Fixed Income; Equities and Prime Services improved to ~~attract, properly motivate and retain top talent.~~ Ÿ~~Competitive and reasonable compensation should help attract and retain the best talent to grow and sustain our business.~~
~~Integrating risk management and compensation~~		Ÿ R~~isk management, compensation recovery, and repayment policies should be robust and disciplined enough to deter excessive risk-taking.~~ Ÿ HR ~~control forums should generate honest, fair and objective evaluations and identify individuals responsible for meaningful risk-related events and their accountability.~~ Ÿ~~Recoupment policies should include recovery of cash and equity compensation.~~ Ÿ ~~Our pay practices must comply with applicable rules and regulations, both in the U.S. and worldwide.~~
~~No special perquisites and nonperformance based compensation~~		Ÿ~~Compensation should be straightforward and consist primarily of cash and equity incentives.~~ ŸWe do not have special supplemental retirement or other special benefits just for executives, nor do we have any change in control agreements, golden parachutes, merger bonuses, or other special severance benefit arrangements for executives.
~~Maintaining strong governance~~		ŸStrong corporate governance is fostered by independent Board oversight of our executive compensation program, including defining the Firm’s compensation philosophy, reviewing and approving the Firm’s overall incentive compensation pools, and approving compensation for our Operating Committee, including the terms of compensation awards; CEO compensation is subject to Board ratification. ŸWe have a rigorous process in place to review risk and control issues at the Firm, line of business, function, and region level, which can and has led to impacts on compensation pools as well as reductions in compensation at the individual level, in addition to other employee actions.
~~Transparency with shareholders~~		Ÿ Transparency to shareholders regarding our executive compensation program is essential. In order to provide shareholders with enough information and context to assess our program and practices, and their effectiveness, we disclose all material terms of our executive pay program, and any actions on our part in response to significant events, as appropriate.co-#1)


▪	Maintained strong risk discipline across all business activities with a proactive risk management focus on several fronts, including geopolitical concerns, natural disasters, markets, reputation, and regulatory directives


▪	Expanded the front office supervision framework to include Banking and Investor Services


▪	Continued to provide input and direction into the Firm’s expanding e-trading capabilities


▪	Developed talent at the most senior level, resulting in two CIB leaders being recently appointed to the Operating Committee, and created new or expanded roles to accelerate development of other top talent


▪	Supported expanding the Womens’ Leadership Acceleration Program (LeAP) for Vice Presidents, and continued driving initiatives for Analysts and Associates to enhance work-life balance and retention

¹The Firm reviews the results of the lines of business on a managed basis. For a definition of managed basis, see page XX.

² Dealogic as of January 1, 2018

³Coalition 2017 based on preliminary results. Rank analysis based on Coalition Index (BAML, BARC, BNPP, CITI, CS, DB, GS, HSBC, MS, JPM, SG, and UBS). Market share reflects JPMorgan Chase’s share of the global industry revenue pool. Market share & rank analysis based on JPMorgan Chase business structure.



Gordon Smith: CEO Consumer & Community Banking		2017 Compensation: $20M

Mr. Smith was appointed Chief Executive Officer of Consumer & Community Banking (“CCB”) in December 2012, after previously serving as Co-CEO of CCB, and CEO of the Card, Merchant Services and Auto Finance business. In 2017, Mr. Smith and Mr. Pinto assumed responsibility for Global Technology. Effective January 2018, Messrs. Smith and Pinto were appointed Co-Presidents and Co-Chief Operating Officers of the Firm.

Summary of 2017 Key Achievements and Compensation Related Considerations


▪	CCB achieved net income of $9.4B on revenue¹ of $46.5B, with ROE of 17%


▪	Average deposits of $640.2B increased by 9% from 2016, with nearly half the growth from existing customers; average core loans² of $393.6B increased by 9% from 2016


▪	Continued developing strategic marketing alliances, product offerings and digital innovation to improve customer experience and engagement


▪	Continued to attract and deepen client relationships through simplification, enhanced calibration across CCB businesses, and the development of an integrated client experience (One Chase)


▪	Acquired WePay to enable more seamless integration of payments by small businesses


▪	Increased active digital customers by 7% year-over-year to 46.7M and increased active mobile customers by 13% from 2016 to 30.1M


▪	Continued to implement global compliance initiatives focused on consistency of approach related to advice, training, testing and monitoring in key risk areas


▪	Continued to make significant progress in addressing regulatory matters affecting the business


▪	Improved efficiencies by enhancing technology, operating models and oversight


▪	Continued to actively deepen and develop senior talent through organization design, assessment, development and leadership training


▪	Continued to make progress against CCB’s diversity and inclusion strategy to improve female and U.S. ethnic minority representation at the Vice President level and above


▪	Expanded campus recruiting efforts, including the Chase Associate MBA program

¹The Firm reviews the results of the lines of business on a managed basis. For a definition of managed basis, see page XX.

² Core loans are considered a key performance measure; for further explanation, see page xx.



JPMORGAN CHASE & CO. • ~~2017 PROXY STATEMENT~~ • 55

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¹	~~Except for select individuals at hire, for one year.~~


²	~~We do not provide club dues, tax gross-ups for benefits, or special medical benefits. For further information on all other compensation, see footnotes 6, 7, and 9 on pages 62-63.~~


³	~~Shares that count toward the required ownership levels include shares owned outright and 50% of unvested RSUS and PSUs (but do not include stock options or stock appreciation rights).~~


⁴	~~Example assumes individual has achieved minimum ownership requirement of 300K shares, otherwise must retain 75% of shares vesting (37.5K).~~



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5. ~~How do we address risk~~Rigorous accountability and ~~control?~~recovery provisions
Our executive compensation program is designed to hold executives accountable, when appropriate, for meaningful actions or issues that negatively impact business performance in current or future years.

~~GOVERNANCE PROCESS~~

~~The CMDC oversees our firmwide~~Integrating risk with compensation ~~programs. Key responsibilities of the CMDC relating to compensation include:~~

~~Approving the Firm’s compensation philosophy~~

~~Reviewing and approving overall incentive compensation pools (including percentage paid in equity/cash)~~

~~Reviewing and approving compensation for our Operating Committee and, for the CEO, making a recommendation to the Board for consideration and ratification by the independent directors~~

~~Reviewing and approving the terms of compensation awards, including recovery/clawback provisions~~

~~Reviewing the Firm’s compensation practices as they relate to risk and control (including the avoidance of practices that could encourage imprudent and excessive risk-taking)~~

Reviewing compensation for certain employees who are material risk-takers identified under Federal Reserve standards (“Tier 1”) and/or European Union standards (“Identified Staff”) — a group we refer to as “Designated Employees”

~~Adopting pay practices that comply with applicable rules and regulations, both in the U.S. and worldwide~~

Approving the formula, pool calculation and performance goals for the shareholder approved Key Executive Performance Plan (“KEPP”) in support of compliance with Section 162(m)(1) of the U.S. Internal Revenue Code

The CMDC performs the aforementioned roles on an ongoing basis so that our compensation program is proactive in addressing both current and emerging challenges. In addition, we have Control Forums facilitated by Human Resources at the Firm, line of business, function and regional levels (“HR Control Forums”), the outcomes of which are factored into our compensation decisions.

~~INTEGRATING RISK WITH COMPENSATION~~

The CMDC holds an annual joint session with the Directors’ Risk Policy Committee (“DRPC”) to review firmwide HR and compensation practices, including:

~~Compensation features and elements designed to discourage imprudent risk-taking (e.g., multi-year vesting, clawbacks, prohibition on hedging, etc.)~~

~~Integration of risk and control considerations into key HR practices including performance management, compensation, promotion, etc.~~

~~Annual incentive pool process for LOBs and Corporate~~

~~HR strategic priorities for the upcoming year~~

~~Regulatory updates which have impacted or may impact our HR practices in the future~~


▪	The ways we integrate risk, controls and conduct considerations into key HR practices including performance development, compensation, succession planning, etc.


▪	Compensation features and elements designed to discourage imprudent risk-taking (e.g., multi-year vesting, clawbacks, prohibition on hedging, etc.)


▪	Annual incentive pool processes for LOBs and functions


▪	Business-aligned incentive compensation plan governance, design and evaluation framework


▪	Regulatory updates which have impacted or may impact HR practices in the future

The joint committee is also provided with information on our performance ~~management~~development process, ~~preliminary~~a summary of risk, controls and ~~control~~conduct feedback, ~~for the year,~~ and updates regarding HR Control ~~Forums.~~Forum issues.

~~In addition,~~

Recovery procedures

Issues that may warrant recovery determinations can be raised at any time, including in meetings of the ~~joint committee reviews~~Firm’s risk committees, HR Control Forums, annual assessments of employee performance and when Designated Employees resign or their employment is terminated by the ~~Risk organization~~Firm. Under the Firm’s process to govern these determinations:


▪	A formal compensation review is to occur following a determination that the cause and materiality of a risk-related loss, issue or other set of facts and circumstances warrants such a review


▪	The CMDC is responsible for determinations involving Operating Committee members (determinations involving the CEO are subject to ratification by independent members of the Board). The CMDC has delegated authority for determinations involving other employees to the Head of Human Resources or his or her designee

Anti-hedging/anti-pledging provisions

All employees are prohibited from ~~a talent management and people perspective, including succession planning, hiring and retention during the most recent year, talent and training priorities, and culture and conduct.~~

~~To encourage a culture of risk awareness and personal accountability, we approach our incentive compensation arrangements through an integrated risk, finance, compensation,~~hedging or pledging unvested restricted stock units and performance ~~management framework. Employee conduct that gives rise to risks that may impact the Firm’s performance in either the current year~~share units, and unexercised options or ~~future years is considered by the CMDC in determining bonus pools, including, among others, conduct related to referral hiring. Additional~~stock appreciation rights. In addition:


▪	Hedging any shares owned outright or through deferred compensation by an Operating Committee member is prohibited


▪	Shares held directly by an Operating Committee member or Board member may not be held in margin accounts or otherwise pledged

For information on the ~~risk and control review process is provided~~hedging/pledging restrictions applicable to our directors, please see “Director Compensation” on ~~the following page.~~page xx of this proxy statement.



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We maintain ~~a robust risk and control~~ review ~~process~~processes that ~~serves~~serve to evaluate risk, controls and ~~control~~conduct issues and identify individuals who may be subject to remedial actions such as impacts to compensation and/or termination.

~~RISK AND CONTROL REVIEW PROCESS~~

~~HOLDING INDIVIDUALS ACCOUNTABLE~~

~~1. HR Control~~

~~Forum Process~~

~~2. Enhanced~~

~~Performance Reviews~~

To hold individuals responsible for taking risks inconsistent with the Firm’s risk appetite and to discourage future imprudent behavior, we have policies and procedures that enable us to take prompt and proportionate actions with respect to accountable individuals, including:

The HR Control Forums, facilitated by HR on a quarterly basis (at LOB and regional level), discuss key risk and control issues surfaced in other committees (Risk Committees, Business Control Committees and other inputs and reports) that may merit consideration with regard to people decisions

• ~~All Designated Employees (including Operating Committee, Tier 1 and Identified Staff) participate in enhanced performance management reviews~~

• ~~Feedback is solicited directly from the Firm’s risk and control professionals who independently assess Designated Employees’ risk and control behavior~~

• ~~This feedback is used to assess whether these employees are meeting our risk and control behavior expectations~~

• ~~This review is critical in helping to identify individuals responsible for significant risk and control behavior, or conduct or supervisory issues, and to hold them accountable~~

• ~~Components of the independent risk and control evaluation apply to over 15,000 employees of the Firm~~

I. ~~Reduce or altogether eliminate annual incentive compensation;~~

~~II.~~ ~~Cancel unvested awards (in full or in part);~~

~~III.~~ ~~Clawback/Recovery of previously paid compensation (cash and/or equity);~~

~~Risk Committees,~~

~~Business Control Committees and~~

~~Other Sources~~

~~Summary of Cancellation & Clawbacks~~

~~Clawback Trigger~~¹

~~Vested~~

~~Unvested~~

~~LOB, Function and Region~~

~~HR Control Forums~~

~~Restatement~~

~~Misconduct~~

~~Risk-related~~

êé

~~Performance~~

~~Firmwide HR~~

~~Control Forums~~

~~Review outputs from and~~

~~provides feedback to LOB/~~

~~Function/Region Forums~~

¹~~See next page for more details on clawback~~

~~IV.~~ ~~Demotion, negative performance rating or other appropriate employment actions;~~

V. ~~Termination of employment~~

~~Operating Committee~~

~~reviews provided to CMDC~~

~~Compensation & Management~~

~~Development Committee~~

~~The precise actions we take with respect to accountable individuals are based on circumstances, including the nature of their involvement, the magnitude of the event and the impact on the Firm.~~

• ~~The CMDC reviews outcomes of Firmwide HR Control Forums and enhanced performance reviews for the Operating Committee~~

• ~~The outcomes of these Forums are factored into overall Firm/LOB bonus pools and individual incentive compensation, where appropriate~~

~~3. Designated Employees Exit Reviews~~

~~Clawback Disclosure Policy~~

~~Designated Employees~~¹ ~~are reviewed prior to separating from the Firm to determine if they are associated with any risk and control issues that may warrant monitoring for potential forfeiture or clawback of an award~~

~~During 2016, we did not take any actions to recover or clawback any incentive compensation from the Operating Committee members and the Firm’s Corporate Controller~~

¹~~Process for OC and Tier 1; this process will also apply to Identified Staff in 2017~~

Risk, controls & conduct review process

Holding individuals accountable

HR Control

Forum Process

Enhanced

Performance Reviews

To hold individuals responsible for taking risks inconsistent with the Firm’s risk appetite and to discourage future imprudent behavior, the Firm has policies and procedures that enable it to take prompt and proportionate actions with respect to accountable individuals, including:

HR Control Forums, which are constituted at LOB, function and regional levels, meet on a quarterly basis to discuss material risk, controls and conduct issues surfaced in other committees (Risk Committees, Business Control Committees and other inputs and reports) that may merit consideration with regard to people decisions

▪

All Designated Employees (including Operating Committee, Tier 1 and Identified Staff) are subject to enhanced performance management reviews

▪

Feedback is solicited directly from the Firm’s risk and control professionals who independently assess Designated Employees

▪

This feedback is used to assess whether these Designated Employees are meeting our risk, controls and conduct expectations

▪

This review is critical in helping to identify individuals responsible for significant risk and control behavior, or conduct or supervisory issues, and to hold them accountable

▪

All other employees are evaluated by their managers against the Firm’s four performance categories, which includes the Risk, Controls & Conduct category

I. Reduce or altogether eliminate annual incentive compensation;

II. Cancel unvested awards (in full or in part);

III. Clawback/Recovery of previously paid compensation (cash and/or equity);

Risk Committees,

Business Control Committees and

Other Sources

Summary of Cancellation & Clawbacks

Trigger

Vested

Unvested

LOB, Function and Region

HR Control Forums

Restatement

Misconduct

Risk-related

êé

Protection Based

Firmwide HR

Control Forums

Review outputs from and

provide feedback to LOB/

Function/Region Forums

IV. Demotion, negative performance rating or other appropriate employment actions;

V. Termination of employment

Operating Committee reviews are shared with the CMDC

Compensation & Management Development Committee

The precise actions we take with respect to accountable individuals are based on the relevant circumstances, including the nature of their involvement, the magnitude of the event and the impact on the Firm.

• The CMDC reviews a summary of outcomes of Firmwide HR Control Forums and enhanced performance reviews for the Operating Committee

• The outcomes of these Forums are factored into overall Firm/LOB bonus pools and individual incentive compensation, where appropriate

Designated Employees Exit Reviews

Clawback Disclosure Policy

During 2017, we did not take any actions to recover or clawback any incentive compensation from the Operating Committee members or the Firm’s Corporate Controller

Designated Employees are reviewed prior to separating from the Firm to determine if they are associated with any risk, controls and conduct issues that may warrant monitoring for potential forfeiture or clawback of an award



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CLAWBACK/RECOVERY PROVISIONS

We maintain clawback/recoupment provisions on both cash incentives and equity awards which enable us to reduce or cancel unvested awards and recover previously paid compensation in certain situations. ~~Incentive~~While incentive awards are intended and expected to vest according to their terms, ~~but~~ strong recovery provisions permit recovery of incentive compensation awards in appropriate circumstances.

The following table provides details on the clawback provisions that apply to our Operating Committee members ~~(including the NEOs)~~ and the Firm’s Corporate Controller.



~~LONG-STANDING~~ EQUITY CLAWBACK PROVISIONS¹				AWARD TYPE
~~CLAWBACK TYPE~~CATEGORY		~~CLAWBACK~~ TRIGGER		VESTED	UNVESTED

Restatement	• •	▪ In the event of a material restatement of the Firm’s financial results for the relevant period ~~(under our recoupment policy adopted in 2006)~~		ü	ü
Restatement		▪ This provision also applies to cash incentives		ü	ü	ü	ü
Misconduct	•	▪ If the employee engaged in conduct detrimental to the Firm that causes material financial or reputational harm to the Firm		ü	ü
	•	~~If the award was based on~~ ~~materially inaccurate performance metrics, whether or not the employee was responsible for the inaccuracy~~		ü	ü
	•	▪ If the award was based on material misrepresentation by the employee		ü	ü
•	▪ If the employee is terminated for cause		ü	ü
Risk-related and Other	•	▪ If the employee improperly or with gross negligence failed to identify, raise or assess, in a timely manner and as reasonably expected, issues and/or concerns with respect to risks material to the Firm		ü	ü
Risk-related and Other		▪ If the award was based on materially inaccurate performance metrics, whether or not the employee was responsible for the inaccuracy		ü	ü
Protection Based Vesting~~(contingent upon performance)~~^2,3	•	▪ If performance in relation to the priorities for their position, or the Firm’s performance in relation to the priorities for which they share responsibility as a member of the Operating Committee, has been unsatisfactory for a sustained period of time			ü
	•	▪ If awards granted to participants in a line of business for which the Operating Committee member exercised responsibility were in whole or in part cancelled because the line of business did not meet its annual line of business financial threshold			ü
	•	▪ If for any one calendar year during the vesting period, pre-tax pre-provision income is negative, as reported by the Firm			ü
	•	▪ If, for the three calendar years preceding the third year vesting date, the Firm does not meet a 15% cumulative return on tangible common equity			ü

In accordance with U.K. rules, the Firm has a local Malus and Clawback Policy which, for relevant Identified Staff, ~~that~~ enables usthe Firm to cancel and/or recover incentive compensation for a minimum period of seven years following the date of the award in certain ~~circumstances, including, but not limited~~circumstances. The policy was updated for the 2017 performance year to ~~when: (1) an individual participated in or was responsible for conduct which resulted in significant loss(es) to~~reflect new guidelines from the Firm; (2) an individual failed to meet appropriate standards of fitness and propriety set down by the Financial Conduct Authority (“FCA”) and Prudential Regulatory Authority (“PRA”) for regulatory purposes; (3) there is reasonable evidence of misbehavior or misconduct, or material error that would justify, or would have justified had the individual still been employed, termination of employment for cause; and/or (4) any LOB in which the individual is employed (or for which the individual is responsible) suffers a material failure of risk management by reference to the Firm’s risk management standards.European Banking Authority. Incentive compensation awards made to relevant Identified Staff on or after January 1, 2015, including Mr. Pinto’s incentive compensation awards, ~~in January 2017,~~ are subject to this Malus and Clawback Policy in addition to the recovery provisions in the table above.


²	Unexercisable SARs may be cancelled or deferred if the CEO determines that such action is appropriate based on a set of determination factors, including net income, net revenue, return on equity, earnings per share and capital ratios of the Firm, both on an absolute basis and, as appropriate, relative to peer firms.


³	Provisions apply to PSUs and to RSUs granted after 2011 to the Operating Committee and may result in cancellation of up to a total of 50% of the award.

Individual Accountability Regime

In 2015, the ~~PRA~~Prudential Regulatory Authority and the ~~FCA~~Financial Conduct Authority introduced ~~a new~~an Individual Accountability Regime for Senior Managers at certain U.K. regulated firms. Under the Senior Manager Regime, firms are required to seek approval for employees (and senior non-executives) to hold certain designated functions. Those “Senior Managers” are then subject to a statutory duty to demonstrate that they took reasonable steps to prevent or address regulatory issues, with the possibility of criminal and civil sanctions if they ~~failed~~fail to do so. In addition, incentive compensation awards made to relevant Senior Managers in respect of ~~2016~~2017 performance year, including Mr. Pinto’s incentive compensation awards made in January ~~2017,~~2018, are subject to extended deferral requirements of up to seven years.



67		JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT• 59

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~~RECOVERY PROCEDURES~~

Issues that may warrant recovery determinations can be raised at any time, including in meetings of the Firm’s risk committees, HR Control Forums, annual assessments of employee performance and when material risk-takers resign or their employment is terminated by the Firm. Our well-defined process to govern these determinations is as follows:

~~A formal compensation review would occur following a determination that the cause and materiality of a risk-related loss, issue or other set of facts and circumstances warranted such a review.~~

The CMDC is responsible for determinations involving Operating Committee members (determinations involving the CEO are subject to ratification by independent members of the Board). The CMDC has delegated authority for determinations involving other employees to the Head of Human Resources.

~~NO HEDGING/PLEDGING~~

~~All employees are prohibited from hedging unvested restricted stock units and performance share units, and unexercised options or stock appreciation rights. In addition:~~

~~Hedging any shares owned outright or through deferred compensation by an Operating Committee member is prohibited~~

~~Shares held directly by an Operating Committee member or Board member may not be held in margin accounts or otherwise pledged~~

~~For additional information on the hedging/pledging restrictions applicable to our directors, please see “Director Compensation” on page 28 of this proxy statement.~~



60 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~

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Compensation & Management Development Committee report

The Compensation & Management Development Committee has reviewed the Compensation Discussion and Analysis and discussed that analysis with management.

Based on such review and discussion with management, the CMDC recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017. This report is provided as of March ~~21, 2017,~~20, 2018, by the following independent directors, who comprise the Compensation & Management Development Committee:

Lee R. Raymond (Chair)

Stephen B. Burke

William C. Weldon

The Compensation Discussion and Analysis is intended to describe our ~~2016~~2017 performance, the compensation decisions for our Named Executive Officers and the Firm’s philosophy and approach to compensation. The following tables on pages ~~62-70~~[xx-yy] present additional information required in accordance with SEC rules, including the Summary Compensation Table.



JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT• 61		68

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Executive compensation tables

I. SUMMARY COMPENSATION TABLE (SCT)

The following table and related narratives present the compensation for our Named Executive Officers in the format specified by the SEC. The table below reflects equity awards made in ~~2016~~2017 for ~~2015~~2016 performance. The “NEO Compensation” table ~~of “2016 Named Executive Officer Compensation”~~ on page 54xx of this proxy statement shows how the CMDC viewed compensation ~~actions.~~actions for 2017 performance.


Name and principal position	Year	Salary ($)¹			Bonus ($)²		Stock awards ($)³		Option awards ($)³		Change in pension value and non- qualified deferred compensation earnings ($)⁴		All other compen- sation ($)			Total ($)		Year	Salary ($)¹			Bonus ($)²		Stock awards ($)³		Change in pension value and non- qualified deferred compensation earnings ($)⁴		All other compen- sation ($)			Total ($)
James Dimon⁵	2016	$	1,500,000		$	5,000,000	$	20,500,000	$	—	$	31,341	$	205,551	⁶	$	27,236,892	2017	$	1,500,000		$	5,000,000	$	21,500,000	$	35,509	$	278,278	⁶	$	28,313,787
Chairman and CEO	2015	1,500,000			5,000,000		11,100,000		—		9,253		621,060			18,230,313		2016	1,500,000			5,000,000		20,500,000		31,341		205,551			27,236,892
	2014	1,500,000			7,400,000		18,500,000		—		55,816		245,893			27,701,709		2015	1,500,000			5,000,000		11,100,000		9,253		621,060			18,230,313
Marianne Lake	2016	750,000			4,700,000		6,150,000		—		—		48,595		⁷	11,648,595		2017	750,000			5,100,000		7,050,000		—		60,969		⁷	12,960,969
Chief Financial Officer	2015	750,000			4,100,000		5,550,000		—		—		112,350			10,512,350		2016	750,000			4,700,000		6,150,000		—		48,595			11,648,595
Chief Financial Officer	2014	750,000			3,700,000		4,650,000		—		—		50,713			9,150,713		2015	750,000			4,100,000		5,550,000		—		112,350			10,512,350
Mary Callahan Erdoes	2016	750,000			7,300,000		10,350,000		—		32,124		—			18,432,124		2017	750,000			7,500,000		10,950,000		42,152		—			19,242,152
CEO AWM	2015	750,000			6,900,000		9,450,000		—		—		—			17,100,000		2016	750,000			7,300,000		10,350,000		32,124		—			18,432,124
	2014	750,000			6,300,000		8,550,000		—		61,975		—			15,661,975		2015	750,000			6,900,000		9,450,000		—		—			17,100,000
Daniel Pinto	2016	8,303,234		⁸	—		11,615,750		—		—		103,640		⁹	20,022,624		2017	8,238,628		⁸	—		10,696,766		—		80,384		⁹	19,015,778
CEO CIB	2015	6,884,250			—		9,584,204		—		875		217,881			16,687,210		2016	8,303,234			—		11,615,750		—		103,640			20,022,624
	2014	7,415,796			—		8,125,000		—		—		293,624			15,834,420		2015	6,884,250			—		9,584,204		875		217,881			16,687,210
Matthew Zames	2016	750,000			7,300,000		10,650,000		—		11,113		—			18,711,113
Chief Operating Officer	2015	750,000			7,100,000		9,750,000		—		842		—			17,600,842
Chief Operating Officer	2014	750,000			6,500,000		9,750,000		—		17,313		—			17,017,313
Gordon Smith¹⁰																		2017	750,000			7,700,000		10,950,000		6,985		—			19,406,985
CEO CCB


¹	Salary reflects the actual amount paid in each year.


²	Includes amounts awarded, whether paid or deferred. Cash incentive compensation reflects compensation earned in connection to performance year ~~2016,~~2017, which was awarded in January ~~2017.~~2018.

Includes amounts awarded during the year shown. Amounts are the fair value on the grant date in accordance with applicable accounting guidance (at target for PSUs awarded in ~~2016)~~2017). At the maximum level of performance, the ~~PSU values~~value of PSUs awarded in 2017 would be: ~~$30,750,000~~$32,250,000 for Mr. Dimon; ~~$4,612,500~~$5,287,500 for Ms. Lake; ~~$7,762,500~~$8,212,500 for Ms. Erdoes; ~~$8,711,813~~$8,022,575 for Mr. Pinto; and ~~$7,987,500~~$8,212,500 for Mr. ~~Zames.~~Smith. The Firm’s accounting for employee stock-based incentives ~~(including assumptions used to value employee stock options and SARs) that have been granted~~ is described in Note 109 to the Firm’s Consolidated Financial Statements in the ~~2016~~2017 Annual Report on pages ~~197-198.~~201-202. Our Annual Report may be accessed on our website at jpmorganchase.com, under Investor Relations. No stock options or SARs were granted to NEOs in 2017.

⁴

Amounts for years 2017, 2016 ~~2015~~ and ~~2014~~2015 are the aggregate change in the actuarial present value of the accumulated benefits under all defined benefit pension plans (including supplemental plans). For 2015, Ms. Erdoes had a reduction in pension value in the amount of $(8,563). Amounts shown also include earnings in excess of 120% of the applicable federal rate on deferred compensation balances where the rate of return is not calculated in the same or in a similar manner as earnings on hypothetical investments available under the Firm’s qualified plans. For Mr. Pinto this amount is $0 for 2017 and 2016, and $875 for 2015, ~~and $0 for 2014~~ and for all other NEOs this amount was $0 for each of 2017, 2016, ~~2015,~~ and ~~2014.~~2015.

⁵

Mr. Dimon’s ~~2016~~2017 reported compensation is lower in the SCT ($~~27.2~~28.3 million) than in the annual compensation table on page 54[xx] ($~~28.0~~29.5 million) due to a change in his year-over-year pay being delivered in equity. Pursuant to SEC rules, equity received for performance year ~~2015~~2016 ($~~20.5~~21.5 million), which was granted in January ~~2016,~~2017, is included in the ~~2016~~2017 SCT. For performance year ~~2016,~~2017, Mr. Dimon’s equity compensation ($~~21.5~~23.0 million, which was granted in January ~~2017)~~2018), will be reported in the ~~2017~~2018 SCT. A portion of Mr. Dimon’s performance year ~~2016~~2017 compensation was not awarded in equity ($5 million was awarded in the form of a cash incentive with no year-over-year change), and is therefore included in the ~~2016~~2017 SCT. The SCT also includes the value of All Other Compensation (approximately ~~$206,000)~~$273,000).

⁶

The “All other compensation” column for Mr. Dimon includes: ~~$65,933~~$125,000 filing fee paid by the Firm on Mr. Dimon’s behalf under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, in order for Mr. Dimon to maintain and increase his stock ownership in the Firm (this amount was imputed as income to Mr. Dimon); $73,921 for personal use of corporate aircraft; ~~$31,779~~$29,848 for personal use of cars; ~~$102,589~~$48,259 for the cost of residential and related security paid by the Firm; and ~~$5,250~~$1,250 related to tax planning and compliance assistance in connection with business travel. Mr. Dimon’s personal use of corporate aircraft and cars, and certain related security, is required pursuant to security measures approved by the Board.



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Incremental costs are determined as follows:

Aircraft: operating cost per flight hour for the aircraft type used, developed by an independent reference source, including fuel, fuel additives and lubricants; landing and parking fees; crew expenses; small supplies and catering; maintenance, labor and parts; engine restoration costs; and a maintenance service plan.

Cars: annual lease valuation of the assigned cars; annual insurance premiums; fuel expense; estimated annual maintenance; other miscellaneous expense; and annual drivers’ compensation, including salary, overtime, benefits and bonus. The resulting total is allocated between personal and business use based on mileage.

⁷

The “All other compensation” column for Ms. Lake includes ~~$23,803~~$21,502 in employer contributions to a non-U.S. defined contribution plan and ~~$24,792~~$39,467 for tax settlement payments made on behalf of Ms. Lake in connection with her international assignment at the Firm’s request and consistent with the Firm’s policy for employees working on international assignments. The Firm’s expatriate assignment policy provides that the Firm will be responsible for any incremental U.S. and state income taxes due on home-country employer-provided benefits that would not otherwise be taxable to the employee in their home country.

⁸

Since Mr. Pinto is located in ~~London,~~the U.K., the terms and composition of his compensation reflect the requirements of local regulations, including changes that came into effect in 2014 to comply with the Capital Requirements Directive IV. These requirements include that at least 60% of his incentive compensation is deferred, and that his incentive compensation is not more than twice his fixed compensation in respect of any given performance year. Mr. Pinto’s fixed compensation is comprised of salary and aan annual cash fixed allowance, which from June 2017, has been payable ~~bi-annually.~~in equal monthly installments. Mr. Pinto’s salary of £475,000 is denominated and paid in GBP and ~~is unchanged from 2015 to 2016. Mr. Pinto’s~~his fixed allowance ~~which~~of $7,635,000 is denominated in USD and paid in ~~GBP, was increased~~GBP. Both are unchanged since 2016. In 2015 Mr. Pinto's salary and fixed allowance were both denominated and paid in 2016 to $7,635,000 in connection with a change to denominate in USD (it was previously denominated in GBP), and in light of his increased responsibilities as a Senior Manager pursuant to the U.K. Individual Accountability Regime.GBP. The CMDC elected to defer 100% of Mr. Pinto’s variable compensation into equity – 50% into RSUs and 50% into PSUs – in order to maintain a comparable deferred equity portion to similarly situated Firm employees. For the purposes of this table, a blended applicable rate of ~~1.40681~~1.27079 U.S. dollars per pound sterling, which was based on a 10-month average rate, has been used to convert Mr. Pinto’s salary to U.S. dollars for ~~2016.~~2017. The blended applicable rates used to convert Mr. Pinto’s salary for 2016, and salary and fixed allowance for 2015, were 1.40681 and ~~2014 were~~ 1.54702 ~~and 1.66647~~ U.S. dollars per pound sterling, respectively.

⁹

The “All other compensation” column for Mr. Pinto includes ~~$15,208~~$14,335 in employer contributions to a non-U.S. defined contribution plan; ~~$13,854~~$17,893 in tax compliance assistance for non-U.K. business travel; ~~$9,340~~$5,454 for personal use of cars; ~~$12,061~~$37,641 for spousal travel related to business events; and ~~$53,177~~$5,061 for interest accrued on balances from mandatory bonus deferrals awarded prior to ~~2016.~~2017. During ~~2016,~~2017, the applicable rate of interest on mandatory deferral balances was ~~1.97%~~1.26% for the ~~first six months~~relevant period.


¹⁰	Mr. Smith was not a NEO in 2015 and ~~1.60% for the last six months of~~ 2016.



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II. ~~2016~~2017 GRANTS OF PLAN-BASED AWARDS¹

The following table shows grants of plan-based awards made in ~~2016~~2017 for the ~~2015~~2016 performance year.


Name	Grant date	Estimated Future Payout Under Equity Incentive Plan Awards (PSUs)²			Stock awards (RSUs)³	Grant date fair value ($)⁴		Grant date	Estimated Future Payout Under Equity Incentive Plan Awards (PSUs)²			Stock awards (RSUs)³	Grant date fair value ($)⁴
Name	Grant date	Threshold (#)	Target (#)	Maximum (#)	Number of shares of restricted stock or units (#)	Grant date fair value ($)⁴		Grant date	Threshold (#)	Target (#)	Maximum (#)	Number of shares of restricted stock or units (#)	Grant date fair value ($)⁴
James Dimon	1/19/2016	—	358,142	537,213	—	$	20,500,000	1/17/2017	—	255,193	382,790	—	$	21,500,000
Marianne Lake	1/19/2016	—	—	—	53,722	3,075,000		1/17/2017	—	—	—	41,840	3,525,000
	1/19/2016	—	53,722	80,583	—	3,075,000		1/17/2017	—	41,840	62,760	—	3,525,000
Mary Callahan Erdoes	1/19/2016	—	—	—	90,409	5,175,000		1/17/2017	—	—	—	64,986	5,475,000
	1/19/2016	—	90,409	135,614	—	5,175,000		1/17/2017	—	64,986	97,479	—	5,475,000
Daniel Pinto	1/19/2016	—	—	—	101,466	5,807,875		1/17/2017	—	—	—	63,483	5,348,383
	1/19/2016	—	101,466	152,199	—	5,807,875		1/17/2017	—	63,483	95,225	—	5,348,383
Matthew Zames	1/19/2016	—	—	—	93,030	5,325,000
Gordon Smith								1/17/2017	—	—	—	64,986	5,475,000
	1/19/2016	—	93,030	139,545	—	5,325,000		1/17/2017	—	64,986	97,479	—	5,475,000


¹	Equity grants are awarded as part of the annual compensation process and as part of employment offers for new hires. Grants made as part of the annual incentive compensation process are generally awarded in January after earnings are released. RSUs and PSUs carry no voting rights.

On January ~~17, 2017,~~16, 2018, the Firm awarded RSU and PSU awards as part of the ~~2016~~2017 annual incentive compensation. Because these awards were granted in ~~2017,~~2018, they do not appear in this table, which is required to include only equity awards actually granted during ~~2016.~~2017. These ~~2017~~2018 awards are however reflected in the ~~“2016 Named Executive Officer~~“NEO Compensation” table on page 54xx of this proxy statement. No SARs were awarded ~~in 2017, 2016 or 2015 with respect to 2016, 2015 and 2014 compensation, respectively.~~since 2013.

For NEOs other than Mr. Pinto, PSUs vest on March 25, ~~2019,~~2020, and are subject to a two-year holding ~~period.~~period post-vesting. Under rules applicable in the U.K., for Mr. Pinto, PSUs vest in five equal installments on March 25, 2020, 2021, 2022, 2023 and 2024, and are subject to: (i) a six-month holding period for all installments post-vesting, (ii) a two-year holding period for the installment vesting on March 25, 2020, and (iii) a one-year holding period for the installment vesting on March 25, 2021, with the holding periods associated with (i), (ii) and (iii) above running concurrently. Each PSU represents the right to receive one share of common stock on the vesting date. The ultimate number of PSUs that will vest will be determined by the Firm’s performance for each applicable performance year, plus any accumulated reinvested dividend equivalent shares. The dividend equivalent shares, if any, will be based on: (1) the number of PSUs earned at vesting; and (2) on dividends that would have been paid on the the Firm's common stock during the vesting period as of each dividend payment date, if any.

The ultimate number of PSUs that will vest will be determined by the Firm’s performance for each applicable performance year, and will include any accumulated reinvested dividend equivalent shares. The dividend equivalent shares, if any, will be based on: (1) the number of PSUs earned at vesting; and (2) on dividends that would have been paid on the Firm's common stock during the vesting period as of each dividend payment date, if any. Under rules applicable in the U.K., for Mr Pinto, an assessment is also made of his qualitative performance in determining the ultimate number of PSUs that will vest.

For NEOs other than Mr. Pinto, RSUs vest in two equal installments on January 13, ~~2018~~2019 and ~~2019.~~2020. Under rules applicable in the U.K., for Mr. Pinto, RSUs vest in five equal installments on January 13, 2020, 2021, 2022, 2023 and 2024, and are subject to a six-month holding period post-vesting. Each RSU represents the right to receive one share of common stock on the vesting date and non-preferential dividend equivalents, payable in cash, equal to any dividends paid on the Firm’s common stock during the vesting period.


⁴	Represents the aggregate grant date fair value for RSUs and PSUs. The aggregate grant date fair value is based on the average of the high and the low prices of JPMorgan Chase common stock on the grant date multiplied by the number of shares granted (for RSUs) or target number of PSUs.



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III. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END ~~2016~~2017

The following table shows the number of shares of the Firm’s common stock underlying (i) exercisable and unexercisable SARs and (ii) RSUs and PSUs that had not yet vested held by the Firm’s Named Executive Officers on December 31, ~~2016.~~2017.


			Option awards									Stock awards							Option awards									Stock awards
Name	Option/stock award grant date¹	Number of securities underlying unexercised options: # exercisable^1,2			Number of securities underlying unexercised options: # unexercisable^1,2				Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested^1,2			Number of unearned performance shares or units of stock that have not vested^1,2,3		Option/stock award grant date¹	Number of securities underlying unexercised options: # exercisable^1,2			Number of securities underlying unexercised options: # unexercisable^1,2				Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested^1,2			Number of unearned performance shares or units of stock that have not vested^1,2,3
James Dimon
	1/22/2008		2,000,000			—		^a	$	39.83	1/22/2018	—			—
	2/3/2010		563,562			—		^b	43.20		1/20/2020	—			—		2/3/2010		563,562			—		^a	$	43.20	1/20/2020	—			—
	2/16/2011		367,377			—		^b	47.73		2/16/2021	—			—		2/16/2011		367,377			—		^a	47.73		2/16/2021	—			—
	1/18/2012		449,944			112,486		^b	35.61		1/18/2022	—			—		1/18/2012		562,430			—		^a	35.61		1/18/2022	—			—
	1/22/2014		—			—			—		—	159,828		^c	—		1/20/2015		—			—			—		—	99,273		^b	—
	1/20/2015		—			—			—		—	198,546		^c	—		1/19/2016		—			—			—		—	—			561,142	^c
	1/19/2016		—			—			—		—	—			548,781	^d	1/17/2017		—			—			—		—	—			389,217	^c
Total awards (#)			3,380,883			112,486						358,374			548,781				1,493,369			—						99,273			950,359
Market value ($)⁴	Market value ($)⁴		$	154,173,106		$	5,700,790					$	30,924,092		$47,354,312		Market value ($)⁴		$	97,791,966		$	—					$	10,616,255		$101,631,391
Marianne Lake	Marianne Lake																Marianne Lake
	1/18/2012		50,619			16,873		^b	$	35.61	1/18/2022	—			—		1/17/2013		273,473			68,369		^a	$	46.58	1/17/2023	—			—
	1/17/2013		205,104			136,738		^b	46.58		1/17/2023	—			—		1/20/2015		—			—			—		—	49,637		^b	—
	1/22/2014		—			—			—		—	40,173		^c	—		1/19/2016		—			—			—		—	53,722		^b	84,173	^c
	1/20/2015		—			—			—		—	99,273		^c	—		1/17/2017		—			—			—		—	41,840		^b	63,814	^c
	1/19/2016		—			—			—		—	53,722		^c	82,319	^d
Total awards (#)			255,723			153,611						193,168			82,319				273,473			68,369						145,199			147,987
Market value ($)⁴	Market value ($)⁴		$	10,710,051		$	6,284,990					$	16,668,467		$7,103,307		Market value ($)⁴		$	16,506,830		$	4,126,753					$	15,527,581		$15,825,730
Mary Callahan Erdoes	Mary Callahan Erdoes																Mary Callahan Erdoes
	1/20/2009		100,000			—		^b	$	19.49	1/20/2019	—			—		1/20/2009		100,000			—		^a	$	19.49	1/20/2019	—			—
	1/19/2011		230,770			—		^b	44.29		1/19/2021	—			—		1/17/2013		167,364			41,842		^a	46.58		1/17/2023	—			—
	1/18/2012		—			44,995		^b	35.61		1/18/2022	—			—		1/20/2015		—			—			—		—	84,516		^b	—
	1/17/2013		125,523			83,683		^b	46.58		1/17/2023	—			—		1/19/2016		—			—			—		—	90,409		^b	141,654	^c
	1/22/2014		—			—			—		—	73,867		^c	—		1/17/2017		—			—			—		—	64,986		^b	99,116	^c
	1/20/2015		—			—			—		—	169,032		^c	—
	1/19/2016		—			—			—		—	90,409		^c	138,534	^d
Total awards (#)			456,293			128,678						333,308			138,534				267,364			41,842						239,911			240,770
Market value ($)⁴	Market value ($)⁴		$	21,356,858		$	5,603,399					$	28,761,147		$11,954,099		Market value ($)⁴		$	18,847,091		$	2,525,583					$	25,656,082		$25,747,944



64 •JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT		72

Table of Contents


		Option awards										Stock awards						Option awards										Stock awards
Name	Option/stock award grant date¹	Number of securities underlying unexercised options: # exercisable^1,2			Number of securities underlying unexercised options: # unexercisable^{1, 2}				Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested^1,2			Number of unearned performance shares or units of stock that have not vested^1,2,3		Option/stock award grant date¹	Number of securities underlying unexercised options: # exercisable^1,2			Number of securities underlying unexercised options: # unexercisable^{1, 2}				Option exercise price ($)		Option expiration date	Number of shares or units of stock that have not vested^1,2			Number of unearned performance shares or units of stock that have not vested^1,2,3
Daniel Pinto
	10/18/2007		200,000			—		^b	$	45.79	10/18/2017	—			—		1/20/2010		85,000			—		^a	$	43.20	1/20/2020	—			—
	1/20/2010		85,000			—		^b	43.20		1/20/2020	—			—		1/19/2011		75,000			—		^a	44.29		1/19/2021	—			—
	1/19/2011		75,000			—		^b	44.29		1/19/2021	—			—		1/18/2012		82,115			—		^a	35.61		1/18/2022	—			—
	1/18/2012		65,692			16,423		^b	35.61		1/18/2022	—			—		1/17/2013		83,682			20,921		^a	46.58		1/17/2023	—			—
	1/17/2013		62,761			41,842		^b	46.58		1/17/2023	—			—		1/20/2015		—			—			—		—	85,717		^b	—
	1/22/2014		—			—			—		—	42,117		^e	—		1/19/2016		—			—			—		—	101,466		^b	158,979	^c
	1/20/2015		—			—			—		—	171,433		^c	—		1/17/2017		—			—			—		—	63,483		^e	96,824	^d
	1/19/2016		—			—			—		—	101,466		^c	155,477	^d
Total awards (#)			488,453			58,265						315,016			155,477				325,797			20,921						250,666			255,803
Market value ($)⁴	Market value ($)⁴		$	20,734,160		$	2,493,863					$	27,182,731		$13,416,110		Market value ($)⁴		$	21,024,958		$	1,262,792					$	26,806,222		$27,355,573
Matthew Zames
Gordon Smith																	Gordon Smith
																	2/3/2010		149,179			—		^a	$	43.20	1/20/2020	—			—
																	1/19/2011		76,924			—		^a	44.29		1/19/2021	—			—
	1/18/2012		—			16,423		^b	$	35.61	1/18/2022	—			—		1/18/2012		44,995			—		^a	35.61		1/18/2022	—			—
	1/17/2013		—			41,842		^b	46.58		1/17/2023	—			—		1/17/2013		167,364			41,842		^a	46.58		1/17/2023	—			—
	1/22/2014		—			—			—		—	84,234		^c	—		1/20/2015		—			—			—		—	76,467		^b	—
	1/20/2015		—			—			—		—	174,399		^c	—		1/19/2016		—			—			—		—	85,168		^b	133,443	^c
	1/19/2016		—			—			—		—	93,030		^c	142,550	^d	1/17/2017		—			—			—		—	64,986		^b	99,116	^c
Total awards (#)			—			58,265						351,663			142,550				438,462			41,842						226,621			232,559
Market value ($)⁴	Market value ($)⁴		$	—		$	2,493,863					$	30,345,000		$12,300,640		Market value ($)⁴		$	27,639,542		$	2,525,583					$	24,234,850		$24,869,859


¹	The awards set forth in the table have the following vesting schedules:

In January 2008, the Firm awarded to its Chairman and Chief Executive Officer up to 2 million SARs. The terms of this award are distinct from, and more restrictive than, other equity grants regularly awarded by the Firm. On July 15, 2014, the CMDC and Board of Directors determined that all requirements for the vesting of the 2 million SAR awards had been met and thus, the awards became exercisable. The SARs, which will expire in January 2018, have an exercise price of $39.83 (the price of JPMorgan Chase common stock on the date of grant). The expense related to this award was dependent on changes in fair value of the SARs through July 15, 2014 (the date when the vested number of SARs was determined), and the cumulative expense was recognized ratably over the service period, which was initially assumed to be five years but, effective in the first quarter of 2013, had been extended to six and one-half years.


^b	Five equal installments, in years one, two, three, four and five


^cb	Two equal installments, in years two and three


^dc	Vests ~~on March 25, 2019~~in year three including any dividends that are reinvested over the vesting period


^d	Five equal installments, in years three, four, five, six and seven including any dividends that are reinvested over the vesting period


^e	~~Two~~Five equal installments, in ~~18 months~~years three, four, five, six and ~~36 months~~seven


²	Value based on ~~$86.29,~~$106.94, the closing price per share of our common stock on December 31, ~~2016.~~2017.

³ Represents the maximum number of shares that NEOs may receive over the ~~three-year~~ vesting period in connection with PSU awards granted ~~on January 19, 2016,~~ and accumulated reinvested dividend equivalent shares as of December 31, ~~2016.~~2017.

⁴ For option awards, this represents the market value of in-the-money options; for stock awards it represents the value of ~~shares,~~ unearned performance shares or units of stock that have not vested.



73		JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT• 65

Table of Contents

IV. ~~2016~~2017 OPTION EXERCISES AND STOCK VESTED TABLE

The following table shows the number of shares acquired and the value realized during ~~2016~~2017 upon the exercise of stock options and the vesting of RSUs previously granted to each of the Named Executive Officers.


	Option awards			Stock awards			Option awards			Stock awards
Name	Number of shares acquired on exercise (#)	Value realized on exercise ($)¹		Number of shares acquired on vesting (#)	Value realized on vesting ($)²		Number of shares acquired on exercise (#)	Value realized on exercise ($)¹		Number of shares acquired on vesting (#)	Value realized on vesting ($)²
James Dimon	—	$	—	267,170	$	15,574,007	2,000,000	$	112,010,000	259,101	$	22,576,766
Marianne Lake	89,000	2,037,335		51,337	2,992,562		67,492	3,460,315		89,809	7,825,507
Mary Callahan Erdoes	279,430	7,556,797		152,763	8,904,937		275,765	15,179,834		158,383	13,800,703
Daniel Pinto	100,000	1,538,500		41,596	2,424,735		200,000	7,692,000		127,833	11,138,729
Matthew Zames	52,344	1,030,815		182,452	10,635,583
Gordon Smith							—	—		145,150	12,647,645



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DATE	Tuesday, May ~~16, 2017~~15, 2018
TIME	10:00 a.m. ~~Eastern~~Central Time
PLACE	JPMorgan Chase ~~& Co. Delaware Technology~~Dallas Corporate Center ~~880 Powder Mill Road~~8181 Communications Parkway ~~Wilmington, Delaware 19803~~Plano, Texas 75024
RECORD DATE	March 16, 2018

MATTERS TO BE	ln	Election of directors
VOTED ON	ln	Ratification of special meeting provisions in the JPMorgan Chase By-Laws
	n	Advisory resolution to approve executive compensation
	ln	Approval of Amended and Restated Long-Term Incentive Plan
	n	Ratification of PricewaterhouseCoopers LLP as our independent registered public
		accounting firm for ~~2017~~2018
	l	~~Advisory vote on frequency of advisory resolution to approve executive compensation~~
	ln	Shareholder proposals, if they are properly introduced at the meeting
	ln	Any other matters that may properly be brought before the meeting

	By order of the Board of Directors

	Molly Carpenter
	Secretary

	April ~~5, 2017~~4, 2018



Proposal 1 (continued)
Compensation & Management Development Committee interlocks and insider participation			34
Political activities and lobbying			34
Code of conduct			3135
Code of ethics for finance professionals			3135
Supplier code of conduct			3235
~~Environmental, social and governance issues~~Section 16(a) beneficial ownership reporting compliance			3235
Director compensation			36

~~PROPOSAL~~Proposal 2: Ratification of special meeting provisions in the Firm’s By-Laws
~~Advisory resolution to approve executive compensation~~			33 ü
Executive summary			3439

~~Advisory resolution~~Executive Compensation
Executive summary			3443

Proposal 3: Advisory resolution to approve executive compensation			ü
Compensation ~~discussion~~Discussion and ~~analysis~~Analysis			3545
Summary			3545
~~2016 Business~~2017 performance			3646
Pay-for-performance framework			4253
Pay practices			59
Compensation decisions for Named Executive Officers			45
~~Pay practices~~			55
Risk and control			5765
Compensation & Management Development Committee report			6168
Executive compensation tables			6269
I. Summary compensation table			6269
II. ~~2016~~2017 Grants of plan-based awards			6371
III. Outstanding equity awards at fiscal year-end ~~2016~~2017			6472
IV. ~~2016~~2017 Option exercises and ~~stock~~stock vested table			6674
V. ~~2016~~2017 Pension benefits			6674
VI. ~~2016~~2017 Non-qualified deferred compensation			6775
VII. ~~2016~~2017 Potential payments upon termination or change in control			6876
2017 CEO pay ratio disclosure			79
Security ownership of directors and executive officers			80



~~PROPOSAL 2 (continued):~~
~~Security ownership of directors and executive officers~~			71
~~Additional information~~Information about ~~our directors and executive officers~~			73

~~PROPOSAL 3:~~
~~Ratification of independent registered public accounting firm~~			75
~~Executive summary~~			76
~~Fees paid to PricewaterhouseCoopers LLP~~			76
~~Audit Committee approval policies and procedures~~			77
~~Audit Committee report~~			78

~~PROPOSAL 4:~~
~~Advisory vote on frequency of advisory resolution to approve executive compensation~~			81
~~Advisory resolution~~			82

~~PROPOSALS 5–10~~:
~~Shareholder proposals~~			83
~~5. Independent board chairman~~			84
~~6. Vesting for government service~~			86
~~7. Clawback amendment~~			88
~~8. Gender pay equity~~			90
~~9. How votes are counted~~			93
~~10. Special shareowner meetings~~			95

~~General information about~~ the annual shareholder meeting			97102

Shareholder proposals and nominations for the ~~2018~~2019 annual meeting			~~101~~108

Notes on Non-GAAP financial measures			~~102~~109
Appendices
Appendix A: JPMorgan Chase & Co. By-Laws - Special Meeting Provisions			112
Appendix B: JPMorgan Chase Amended and Restated Long-Term Incentive Plan			115

JPMorgan Chase ~~Delaware Technology~~Dallas Corporate Center –— map and directions			~~105~~123



James Dimon Chairman and Chief Executive Officer			Lee R. Raymond Lead Independent Director



~~2017~~2018 Proxy summary			1

~~PROPOSAL 1:~~Corporate Governance
~~Election of directors~~			7
Executive summary			89
Proposal 1: Election of directors			ü
Director ~~nomination process~~			8
~~Director criteria~~nominees			10
~~Nominees’ qualifications~~Board composition, nomination and ~~experience~~succession process			1017
~~Corporate governance~~Personal and professional attributes and skills of the nominees			17
Independence			18
~~Principles~~Candidate nomination process			1819
Director recruitment process			19
Director re-nomination process			19
Key facts about our board of directors			21
How our Board conducts its business			22
Our Board’s leadership structure			22
Respective duties and responsibilities of the Chairman and Lead Independent Director			22
Factors the Board considers in reviewing its leadership structure			23
Board ~~structure and responsibilities~~meetings			1823
Committees of the Board			2023
Board ~~committee membership and 2016 Board meetings~~			23
~~Board’s role in risk management oversight~~			24
~~Board assessment~~			25
~~Board engagement~~			26
~~Director independence~~self-assessment			27
Director ~~compensation~~education			27
Board oversight of the business and affairs of the Firm			28
~~How we do business~~Strategic oversight			28
CEO performance and executive talent management			28
Oversight of financial performance			28
Culture and conduct oversight			28
Risk oversight			29
Active Board engagement with the Firm’s stakeholders			31
~~Business principles~~Active engagement			31
Engagement with shareholders			31
Engagement with employees			32
Engagement with regulators			32
Engagement with non-governmental organizations			32
Other corporate governance policies and practices			33
Shareholder rights			33
Policies and procedures for approval of related party transactions			33
Transaction with directors, executive officers and 5% shareholders			33



Proposal 4: Approval of Amended and Restated Long-Term Incentive Plan effective May 15, 2018			ü
Executive summary			82
Audit Matters
Executive summary			91
Proposal 5: Ratification of independent registered public accounting firm			ü
Audit Committee approval policy and procedures			93
Audit Committee report			94
Shareholder Proposals			û
6. Independent Board chairman			97
7. Vesting for government service			100



The Board has nominated 12 directors: 11 independent directors and the CEO

NOMINEE	AGE	PRINCIPAL OCCUPATION	DIRECTOR of JPMORGAN CHASE SINCE¹	OTHER PUBLIC COMPANY BOARDS (#)	COMMITTEE MEMBERSHIP²
Linda B. Bammann	61	Retired Deputy Head of Risk Management of JPMorgan Chase & Co.³	2013	0	Directors’ Risk Policy (Chair)
James A. Bell	68	Retired Executive Vice President of The Boeing Company	2011	3	Audit (Chair)
Crandall C. Bowles	69	Chairman Emeritus of The Springs Company	2006	1	Audit; Public Responsibility (Chair)
Stephen B. Burke	58	Chief Executive Officer of NBCUniversal, LLC	2004	1	Compensation & Management Development; Corporate Governance & Nominating
Todd A. Combs	46	Investment Officer at Berkshire Hathaway Inc.	2016	0	Directors’ Risk Policy; Public Responsibility
James S. Crown	63	President of Henry Crown and Company	2004	1	Directors’ Risk Policy
James Dimon	61	Chairman and Chief Executive Officer of JPMorgan Chase & Co.	2004	0
Timothy P. Flynn	60	Retired Chairman and Chief Executive Officer of KPMG	2012	3	Audit; Public Responsibility
Laban P. Jackson, Jr.	74	Chairman and Chief Executive Officer of Clear Creek Properties, Inc.	2004	0	Audit
Michael A. Neal	64	Retired Vice Chairman of General Electric Company and Retired Chairman and Chief Executive Officer of GE Capital	2014	0	Directors’ Risk Policy
Lee R. Raymond (Lead Independent Director)	78	Retired Chairman and Chief Executive Officer of Exxon Mobil Corporation	2001	0	Compensation & Management Development (Chair); Corporate Governance & Nominating
William C. Weldon	68	Retired Chairman and Chief Executive Officer of Johnson & Johnson	2005	2	Compensation & Management Development; Corporate Governance & Nominating (Chair)



17		8 •JPMORGAN CHASE & CO. • ~~2017~~2018 PROXY STATEMENT


▪	Consumer credit: extensions of credit provided to directors Bowles, Hobson and Jackson; and credit cards issued to directors Bammann, Bell, Bowles, Crown, Flynn, Jackson, Neal, Raymond, and Weldon, and their immediate family members


▪	Wholesale credit: extensions of credit and other financial and financial advisory products and services provided to: NBCUniversal, LLC and Comcast Corporation, for which Mr. Burke is the Chief Executive Officer and a senior executive, respectively, and their subsidiaries; Berkshire Hathaway Inc., for which Mr. Combs is an Investment Officer, and its


▪	Other relationship: the Firm’s publicly-announced plan to partner with Berkshire Hathaway and Amazon on ways to address healthcare for U.S. employees of the three companies


▪	The extent to which the director’s skills and experience, as well as his or her personal attributes, continue to contribute to the Board’s effectiveness


▪	Feedback from the annual Board and committee self-assessments



				April 4, 2018
Dear fellow shareholders:


▪	Shareholder feedback, including the support received by director nominees elected at our annual meeting of shareholders


▪	Attendance and participation at Board and committee meetings



~~Executive experience~~
~~Finance and accounting –~~ ~~knowledge of accounting and financial reporting and of auditing processes and standards~~
	9 Board Meetings Communication between meetings as appropriate
~~Financial services~~ ~~– experience in or with the financial services industry, including investment banking and global financial markets~~8
Executive sessions of independent directors Led by Lead Independent Director		44 Meetings of Principal Standing Committees
~~International business operations~~ ~~– operational experience in diverse geographic, political and regulatory environments~~37

~~Leadership~~Meetings of ~~a large, complex organization~~ ~~– senior executive experience managing business operations, development and strategic planning~~Specific Purpose Committees

~~Management development and succession planning~~ ~~– experience in senior executive development, succession planning, and compensation matters~~

~~Public company governance~~ ~~– knowledge of public company governance issues, policies and best practices~~

~~Technology~~ ~~– experience with or oversight of innovative technology, cybersecurity, information systems/data management, fintech or privacy, and their related risks~~

~~Regulated industries and regulatory issues~~ ~~– experience with regulated businesses, regulatory requirements, and relationships with regulators~~

~~Risk management and controls~~ ~~– experience in assessment and management of business and financial risk factors~~


	Annual Board and Committee assessment
▪ 10 Conducted by the independent directors and guided by the Lead Independent Director, with the assistance of the General Counsel ▪ •Each director participates and provides feedback in multiple discussions on a range of issues, including: strategic priorities; Board structure and composition; how the Board spends its time; oversight of, and interaction with, management; culture and conduct; and committee effectiveness ▪ ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~Each of the principal standing committees also conducts an annual self-assessment, led by the respective committee chairs and generally includes, among other topics, committee composition and effectiveness, leadership, agenda planning, and the flow of information received from management



▪		~~Director since 2013~~Two new independent directors joined the Board in the last three years, including Ms. Hobson who was elected to the Board in March 2018 ▪ Committee Chairs were refreshed in 2017: Ms. Bammann became Chair of the Directors’ Risk Policy Committee ~~(Chair)~~(DRPC), succeeding Mr. Crown; Mr. Bell became Chair of the Audit Committee, succeeding Mr. Jackson ~~Retired Deputy Head of Risk Management of JPMorgan Chase~~ ▪ ~~& Co.~~Committee members were also refreshed in 2017: Mr. Flynn joined the Audit Committee and stepped down from the DRPC, and Mr. Combs joined the DRPC and Public Responsibility Committee



~~DIRECTOR QUALIFICATION HIGHLIGHTS~~Sound governance practices
ü	•Annual election of all directors	ü	~~Experience with regulatory issues~~Robust shareholder engagement process, including participation by our Lead Independent Director
ü	•Majority voting for director elections	ü	~~Extensive background in risk management~~Bi-annual investor feedback review each spring and fall
ü	•100% committee independence	ü	~~Financial services experience~~

Consideration of diversity in director succession
ü	Lead Independent Director with clearly-defined responsibilities	ü	Each director attended 75% or more of total meetings of the Board and committees on which he or she served during 2017
ü	Executive sessions of independent directors at each regular Board meeting	~~Director since 2011~~ ~~Audit Committee (Chair)~~ ~~Retired Executive Vice President of The Boeing Company~~ ü

Stock ownership requirements for directors
ü	Annual Board and committee self-assessment guided by Lead Independent Director	ü	Board oversight of corporate responsibility/ESG matters
~~DIRECTOR QUALIFICATION HIGHLIGHTS~~
ü	•No poison pill	ü	~~Finance~~Robust anti-hedging and ~~accounting experience~~
	•		~~Leadership of a complex, multi-disciplinary global organization~~
	•		~~Technology, regulatory issues and regulated industry experience~~anti-pledging policies



12 • ~~JPMORGAN CHASE & CO.~~ • ~~2017 PROXY STATEMENT~~



21		~~Director since 2006~~ ~~Audit Committee~~ ~~Public Responsibility Committee (Chair)~~ ~~Chairman Emeritus of The Springs Company~~



~~DIRECTOR QUALIFICATION HIGHLIGHTS~~
	•	~~International business operations experience~~
	•	~~Management development, compensation and succession planning experience~~
	•	~~Risk management and audit experience~~



		~~Director since 2004 and Director of Bank One Corporation from 2003 to 2004~~ ~~Compensation & Management Development Committee~~ ~~Corporate Governance & Nominating Committee~~ ~~Chief Executive Officer of NBCUniversal, LLC~~



~~DIRECTOR QUALIFICATION HIGHLIGHTS~~
	•	~~Experience leading large, international, complex businesses in regulated industries~~
	•	~~Financial controls and reporting experience~~
	•	~~Management development, compensation and succession planning experience~~



		~~Director since September 2016~~ ~~Directors’ Risk Policy Committee~~ ~~Public Responsibility Committee~~ ~~Investment Officer at Berkshire Hathaway, Inc.~~



~~DIRECTOR QUALIFICATION HIGHLIGHTS~~
	•	~~Extensive financial markets experience~~
	•	~~Risk assessment experience~~
	•	~~Experience with regulatory issues~~



~~DIRECTOR QUALIFICATION HIGHLIGHTS~~
	•	~~Extensive risk management experience~~
	•	~~Management development, compensation and succession planning experience~~
	•	~~Significant financial markets experience~~



14 • ~~JPMORGAN CHASE & CO.~~ • ~~2017~~2018 PROXY STATEMENT



		~~Director since 2004 and Chairman of the Board of Bank One Corporation from 2000 to 2004~~ ~~Chairman and Chief Executive Officer of JPMorgan Chase & Co.~~



~~DIRECTOR QUALIFICATION HIGHLIGHTS~~
	•	~~Experience leading a global business in a regulated industry~~
	•	~~Extensive experience leading complex international financial services businesses~~
	•	~~Management development, compensation and succession planning experience~~



		~~Director since 2012~~ ~~Audit Committee~~ ~~Public Responsibility Committee~~ ~~Retired Chairman and Chief Executive Officer of KPMG~~

~~4. What are our pay practices?~~

We believe our compensation philosophy promotes an equitable and well-governed approach to compensation, including pay practices that attract and retain top talent, are responsive to and aligned with shareholders, and encourage a shared success culture.Business Results

Risk, Controls, & Conduct

Client/Customer Focus

Teamwork & Leadership