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



JPMorgan Chase & Co. (the "Firm") announced that the independent members of the
Board of Directors (the "Board") approved the total compensation for 2020 for
Mr. James Dimon, CEO, in the amount of $31,500,000, which is unchanged from last
year. Mr. Dimon's total compensation includes an annual base salary of
$1,500,000 and performance-based variable incentive compensation of $30,000,000.
$5,000,000 of the variable incentive compensation will be delivered in cash and
the remaining $25,000,000 will be delivered in the form of Performance Share
Units ("PSUs"). 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.

In determining Mr. Dimon's compensation, the independent members of the Board
took into account the Firm's strong performance in 2020 and over the long term,
across four broad dimensions: Business Results; Risk, Controls & Conduct;
Client/Customer/Stakeholder; and Teamwork & Leadership.

Amid the unprecedented health and economic consequences of COVID-19, under Mr.
Dimon's stewardship, the Firm continued to provide uninterrupted service to its
clients and customers, while supporting and providing a safe work environment
for its employees and helping those communities hit hard by the COVID-19
pandemic. In 2020 the Firm reported record revenue of $122.9 billion1 and net
income of $29.1 billion, or $8.88 per share, with ROTCE of 14%, while adding
$12.2 billion of credit reserves during the year to absorb potential future
losses and returning $16.3 billion of capital to shareholders. The Firm
maintained its $0.90 per share quarterly dividend and suspended net share
repurchases from March 15, 2020 through the end of the year to retain capital
and reinforce its fortress balance sheet.

The Firm ended the year with a common equity Tier 1 ratio of 13.1% (vs. 12.4% at
the beginning of the year), capital above $200 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 2020 the Firm
raised over $2 trillion3 of credit and capital for its consumer and
institutional clients around the world, which includes nonprofits and U.S.
government entities, including states, municipalities, hospitals and
universities. The Firm also improved its digital capabilities, made acquisitions
that will enhance its product offerings and deepen its engagement with its
customers, opened branches in new markets and received approval to open branches
in 10 additional states which would allow it to be the first bank to operate
branches in all of the lower 48 U.S. states. The Firm continued to invest in its
communities - for example, through its initial commitments to support those most
impacted by the pandemic and its longer-term commitment to advance racial
equality and promote economic growth.

1 Revenue reported 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 15, 2021,
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,
2020.
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 2021 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.
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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