JPMorgan Chase Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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JPMorgan Chase Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On June 8, 2017, JPMorgan Chase Co. (the Firm) announced that
Matthew E. Zames, Chief Operating Officer, has decided to leave
the Firm following thirteen years of outstanding service. Mr.
Zames is working closely with the Firm to ensure a smooth
transition of his responsibilities to other members of the
Operating Committee and will continue to do so over the coming
weeks. Specifically, the Firm has expanded the responsibility of
certain of its Operating Committee members, as follows:
Marianne Lake, Chief Financial Officer, will oversee the
Chief Investment Office/Treasury, the Office of Regulatory
Affairs, the Global Director of Regulatory Relations, and
Oversight and Controls and will assume direct managerial
responsibility for those Corporate Finance executives who
previously reported to Mr. Zames.
Daniel Pinto, CEO of Corporate Investment Bank, and Gordon
Smith, CEO of Consumer Community Banking will jointly
oversee Global Technology, the Intelligent Solutions group,
and Mortgage Capital Markets.
Mary Erdoes, CEO of Asset Management, and Doug Petno, CEO
of the Commercial Bank, will jointly oversee the COO Global
Operations unit, Global Real Estate, Global Security
Investigations, Military Affairs, Events Planning,
Procurement and other General Services.
Corporate Strategy and Private Investments will directly
report to the Chairman and CEO, Jamie Dimon.
The Firm has entered into an agreement with Mr. Zames (the
Agreement) providing for a ninety-day garden leave,
non-competition through February 1, 2018, non-solicitation of
clients for one year following garden leave and
non-solicitation/hire of employees for two years following garden
leave. Subject to the terms of the Agreement, Mr. Zames will be
deemed to qualify for full career eligibility for outstanding
restricted share units and performance share units and entitled
to a post-garden leave payment of $900,000, a discretionary
payment of $4.625 million on February 1, 2018 and a discretionary
payment of $4.5 million on February 1, 2019. The discretionary
payments will be subject to the JPMorgan Chase Bonus Recoupment
Policy and, to the extent set forth in the Agreement,
Protection-Based Vesting, Recapture and Recovery provisions. The
foregoing summary is qualified in its entirety by reference to
the Agreement, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No.
Description of Exhibit
10.1
Agreement and Release between Matthew E. Zames and
JPMorgan Chase Co. dated June 8, 2017