Transparência e Governança

Financial Times

27 de Maio de 2015

Tom Braithwaite in New York

Jamie Dimon has hit out at “lazy” shareholders who followed proxy advisory services’ guidance to vote against his pay package, saying they were “irresponsible” and probably not very good at their jobs.

The chief executive of JPMorgan Chase told investors at a New York conference on Wednesday that shareholders should make up their own minds rather than use the recommendations of ISS or Glass Lewis, the main US proxy advisers.

“God knows how any of you can place your vote based on ISS or Glass Lewis,” Mr Dimon said at the Sanford Bernstein conference. “If you do that, you are just irresponsible, I’m sorry. And you probably aren’t a very good investor, either. And you do. Believe me. I know some of you here do it because you’re lazy.”

The vote against the executives’ pay package at JPMorgan’s annual meeting last week was 38.1 per cent, a sizeable revolt from major institutional investors.

A larger number, 43.8 per cent, voted against the board’s recommendation that JPMorgan should not be required to disclose when it “clawed back” the pay of senior executives.

Some 35.9 per cent contradicted the board’s wishes by voting in favour of installing an independent chairman after Mr Dimon retires. He currently holds the roles of both chairman and CEO.

“The whole board does my compensation,” Mr Dimon said on Wednesday. “It’s not like done in a dark room somewhere. The chairman-CEO thing is not as important. You’ve had chairman and CEO splits where the chairman and CEO were in cahoots.”

God knows how any of you can place your vote based on ISS or Glass Lewis. If you do that, you are just irresponsible, I’m sorry

- Jamie Dimon

This year the focus at JPMorgan’s meeting was on executive pay after proxy advisory service groups warned that the bank was not tying enough to performance. ISS also complained that Mr Dimon had received a “large discretionary cash bonus . . . without a compelling rationale”.

ISS, whose advice is followed by many large pension plans and other institutional investors, said that a $7.4m cash bonus for 2014 was not justified. Mr Dimon also made $1.5m in base salary and $11.1m in restricted stock.

Lee Raymond, senior independent director, acknowledged that investors had expressed displeasure with the pay structure for Mr Dimon and other executives. “They have asked why we don’t tie the vesting of a portion of the awards to a predetermined performance metric.”

Other large banks make a part of their executives’ stock awards dependent on hitting performance metrics, such as return on equity.

But Mr Raymond said there would be no immediate change. “We acknowledge the importance of the question on structure,” he said, adding that “we will update shareholders” when the board has reviewed it again.

In its circular to shareholders, JPMorgan said that Mr Dimon’s pay “reflects our disciplined pay-for-performance framework”. It said he had led the bank to an improved market share and met or exceeded targets.

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