Item 5.02 (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



JPMorgan Chase & Co. (the "Firm") announced that the independent members of the
Board of Directors (the "Board") approved the annual compensation for 2022 for
Mr. James Dimon, CEO, in the amount of $34,500,000, which is unchanged from his
annual compensation last year. There was no special award granted to Mr. Dimon
in 2022 and the Board has committed to not grant any special awards to him in
the future.

Mr. Dimon's total compensation includes an annual base salary of $1,500,000 and
performance-based variable incentive compensation of $33,000,000. $5,000,000 of
the variable incentive compensation will be delivered in cash and the remaining
$28,000,000 will be delivered in the form of at-risk Performance Share Units
("PSUs"). PSUs tie 100% of Mr. Dimon's annual equity-based compensation to
ongoing performance metrics, amounting to 85% of his total variable incentive
compensation. The amounts of base salary, cash incentive and PSUs remain
unchanged from last year. The key features of the PSU program are also
consistent with last year, including the financial metric (return on tangible
common equity1 - "ROTCE") with absolute and relative performance goals, payout
levels, vesting and hold requirements, as well as clawback and recovery
provisions2.

Amid the significant challenges of strong competition, growing geopolitical
tensions, global economic uncertainty, mounting inflation and higher rates, and
the lingering impacts of COVID-19, under Mr. Dimon's stewardship, the Firm
continued to serve its clients and customers around the world during a time of
unprecedented business demands, while investing in and executing on long-term
strategic initiatives. In 2022 the Firm reported record revenue for the 5th
consecutive year of $132.3 billion1 and net income of $37.7 billion, or $12.09
per share, with ROTCE of 18%. The Firm maintained its quarterly common dividend
of $1.00 per share and continued to reinforce its fortress balance sheet.

The Firm ended the year with a common equity Tier 1 ratio of 13.2%, CET1 capital
of $219 billion and $1.4 trillion of cash and marketable securities, providing
it with meaningful capacity to support clients and further invest in its
business and communities. During 2022 the Firm raised over $2.4 trillion3 of
credit and capital for its consumer and institutional clients around the world,
which includes individuals, homeowners, small businesses, larger corporations,
schools, hospitals, cities and countries in all regions of the world. The Firm
continued its investments in technology, people, systems and products, as well
as its inclusive efforts to help grow economies and advance cities and
neighborhoods around the world, positioning the Firm for future success.

As part of determining Mr. Dimon's compensation, the Board considered his
holistic performance across financial and non-financial performance dimensions,
as well as feedback from investors at the 2022 Annual Meeting and the Firm's
ongoing shareholder engagement.

In addition to the Firm's strong financial performance in 2022 and its continued
momentum over the long-term, the Board considered the stability and strength of
the Firm's operating performance during the three years marked by the pandemic
and subsequent reopening of the global economy, which introduced volatility to
the Firm's reported financial performance primarily as a function of large
reserve builds in 2020, followed by subsequent releases in 2021.

The Board also took into account Mr. Dimon's continued exemplary leadership of
the Firm, which continues to be one of the largest financial services firms in
the world and is a leader in investment banking, financial services for
consumers and small businesses, commercial banking, financial transaction
processing and asset management. Under the J.P. Morgan and Chase brands, the
Company serves millions of customers, predominantly in the United States, and
many of the world's most prominent corporate, institutional and government
clients globally.

The Board continues to recognize that the Firm is in a uniquely fortunate position to be led by such a highly talented and experienced executive who continues to grow the company, maintain market leadership positions, strengthen the Firm's reputation, invest at the cutting edge in opportunities for the future, promote diversity and best practices, manage risk and develop great leaders, while also maintaining his focus on the Firm's clients.




1 Revenue is on a managed basis. Managed revenue and ROTCE are non-GAAP
financial measures. For further discussion, see notes (a) and (b) on page 6 of
Exhibit 99.1 to the Firm's Current Report on Form 8-K dated January 13, 2023,
which has been filed with the U.S. Securities and Exchange Commission,
containing the Firm's earnings press release for the quarter ended December 31,
2022.
2 Equity incentives are subject to the JPMorgan Chase Bonus Recoupment Policy
which applies in the event of a material restatement of the Firm's financial
results. In addition, all equity awards granted in 2023 contain recapture
provisions that enable the Firm to cancel outstanding awards and/or recover the
value of certain stock distributed under the award in specified circumstances.
In addition to recapture provisions, portions of equity awards awarded to the
CEO are also subject to additional Protection-based Vesting provisions under
which awards may be cancelled as determined by the Compensation & Management
Development Committee of the Board of Directors and ratified by the Board of
Directors.
3 Credit provided to clients represents new and renewed credit, including loans
and commitments.

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Item 9.01 Financial Statements and Exhibits




(d)  Exhibit

    Exhibit No.                                      Description of Exhibit

101                        Pursuant to Rule 406 of Regulation S-T, the

cover page is formatted in


                           Inline XBRL (Inline eXtensible Business Reporting Language).
104                        Cover Page Interactive Data File (embedded

within the Inline XBRL document


                           and included in Exhibit 101).



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