JPMORGAN CHASE & CO 8-K

What Happened

• On January 22, 2026, JPMorgan Chase & Co. filed an 8-K saying the independent members of the Board approved annual compensation for CEO Mr. James Dimon for 2025 of $43,000,000 (up from $39,000,000 in 2024). The total includes a $1,500,000 base salary and $41,500,000 in performance-based variable pay, of which $5,000,000 is cash and $36,500,000 is delivered as at‑risk Performance Share Units (PSUs) tied to ongoing performance metrics (notably ROTCE).

Key Details

• Total 2025 CEO pay approved: $43,000,000 (2024: $39,000,000).
• Pay mix: $1.5M base salary; $5M cash incentive; $36.5M in PSUs (equity, at‑risk). PSUs are tied to return on tangible common equity (ROTCE) with absolute and relative goals and contain clawback/recoupment and protection-based vesting provisions.
• Company 2025 results cited in the filing: managed revenue $185.6B (record eighth-consecutive year), net income $57.0B, ROTCE 20%. Quarterly common dividend raised from $1.25 to $1.50 per share.
• Capital position highlighted: estimated CET1 ratio 14.5%, CET1 capital ~$288B, and ~$1.5T of cash and marketable securities. The firm also reported ~ $3.3T of credit/capital raised for clients in 2025.

Why It Matters

• For investors, the Board frames the pay increase as pay‑for‑performance: most of the increase is equity (PSUs) tied to multi-year performance (ROTCE) and subject to recoupment, aligning CEO incentives with shareholder returns and long‑term results.
• The filing also reiterates strong 2025 financial results (revenue, net income, ROTCE) and a dividend increase—facts that help shareholders assess whether executive pay aligns with company performance and capital priorities.