2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 430 JPMORGAN CHASE & CO. 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 ROTCE 1 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 income 2 of $26.5 billion, adjusted EPS 2 of $6.87, and adjusted ROTCE 1,2 of 13%. We distributed $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). 1 ROTCE is a non-GAAP financial measure; for a reconciliation and further explanation, see page 115. 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 115. 3 Total 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 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. Table of Contents 62 JPMORGAN CHASE & CO. • 2018 PROXY STATEMENT $1.5M Salary Has not changed from 2016 $5M Cash Incentives Has not changed from 2016 $23M PSUs  $1.5M from 2016 ~95% of pay is “at-risk” Total Compensation $29.5M EXECUTIVE COMPENSATION Wells Fargo JPMorgan Chase & Co. Citigroup Bank of America Goldman Sachs American Express Morgan Stanley 0.08% 0.11% 0.11% 0.12% 0.40% 0.40% 0.42% Total of 03 pages in section

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