Investors in JP Morgan are being urged to support a shareholder proposal to separate the roles of chief executive officer and chairperson at the country’s largest bank. The vote is scheduled for the bank’s annual general meeting on May 19.
The call to split the positions comes amid concerns over the concentration of power in the hands of Jamie Dimon, who has held both roles for nearly two decades. Dimon, with a personal fortune estimated at $2.6 billion, became CEO in 2005 and chair in 2006. Although combining the roles is not prohibited in the United States, it is generally discouraged in corporate governance, particularly in Europe.
Institutional Shareholder Services (ISS) and Glass Lewis, two influential proxy advisory firms whose voting recommendations sway many major fund managers, have both endorsed the proposal. ISS argued that the complexity and size of JP Morgan make it challenging for one individual to effectively manage both the company and oversee the board. Their report emphasized that having separate individuals in these roles would reduce conflicts of interest and enable more robust board oversight. Glass Lewis similarly stated that an independent chair would be better positioned to supervise executives and advance a shareholder-focused agenda.
The advisory firms’ recommendations have put them at odds with Dimon, who has publicly criticized both ISS and Glass Lewis for exerting excessive influence over shareholders, particularly on issues related to social and environmental governance. Dimon also highlighted that these firms are foreign-owned—Canada and Germany, respectively—emphasizing his perspective on their motivations given his well-known nationalist stance.
The disagreement has escalated beyond corporate circles and reached political levels. Former President Donald Trump signed an executive order in December aimed at curbing the power of proxy advisory firms, accusing them of pursuing “radical politically motivated agendas.”
JP Morgan itself opposes the shareholder resolution. The bank has dispatched public correspondence to ISS and Glass Lewis urging them to reconsider their voting guidance. It contends there is no empirical evidence showing that companies with separate chairs outperform those with combined roles. The bank further stressed its record of strong “absolute and relative outperformance” compared to competitors, countering claims that an independent chair would deliver better executive oversight or champion shareholder interests more effectively.
The forthcoming vote will serve as a significant indicator of investor sentiment toward corporate governance practices at one of the world’s most influential financial institutions and may signal broader shifts in governance expectations across the banking sector.
