In a move that has apparently stunned absolutely no one who has ever taken a basic corporate governance class, two major proxy advisory firms are urging JP Morgan investors to vote on splitting the roles of chair and CEO at America's largest bank. The perpetrators? ISS and Glass Lewis, who have thrown their weight behind a shareholder resolution demanding that two separate people hold the office of chair and chief executive "as soon as possible." Investors will get to weigh in on this groundbreaking concept at the bank's annual general meeting on May 19.
The target of this governance grenade is none other than Jamie Dimon, the bank's billionaire boss (estimated worth: $2.6bn, or roughly the GDP of a small country), who has held both the CEO and chair titles since 2005 and 2006, respectively. Holding the two most senior roles in a company is widely frowned upon in corporate governance circles, particularly in Europe, but not banned - because why would America ban something that lets one person have all the power?
"The size and complexity of JP Morgan suggests that it is difficult for any one person to run both the company and the board," ISS noted in its shareholder report, in what might be the understatement of the year. "The board is responsible for overseeing management and instilling accountability, and conflicts of interest may arise when one person holds both the chairman and CEO positions." Glass Lewis chimed in, suggesting an independent chair would be "better able to oversee the executives of the company and set a pro-shareholder agenda."
Dimon, who has long had ISS and Glass Lewis in his crosshairs, has accused them of having too much sway over shareholders, especially on social and environmental issues. He's also taken a patriotic stance, pointing out that neither firm is American-owned - Glass Lewis is owned by a Canadian firm, ISS by a German one. Because nothing says "shareholder democracy" like complaining about foreign influence when you're trying to keep your dual role.
The battle has even reached the White House. Trump in December signed an executive order aimed at reining in the proxy advisers, claiming they were using their power "to advance and prioritise radical politically motivated agendas." Meanwhile, JP Morgan's asset management arm has shunned the firms entirely, opting instead for its own internal AI-powered platform to decide how to vote at annual meetings. Because if there's one thing that's less biased than a human, it's an algorithm.
JP Morgan is urging investors to oppose the shareholder proposal - brought by an individual retail investor, because of course it was - and has written public letters to Glass Lewis and ISS urging them to reverse their recommendations. The bank argues there's no evidence that companies with independent chairs perform better, and that any suggestion an independent chair would be better "omits any reference to or consideration of JPM's strong record of absolute and relative outperformance versus peers."
The proposal revives a long-running debate over whether board independence is compromised by combining the roles, which are typically split at European companies. While JP Morgan's board has said they intend to separate the roles after Dimon steps down, ISS noted there's "a clear possibility" he would stay on as chair, meaning the effectiveness of any lead independent board member would be overshadowed. The bank countered that the proxy adviser was looking to "undercut the flexibility the JPM board needs to design a leadership structure that enables orderly transition."
In the end, the bank insists its current structure "has overseen long-term, strong financial performance" and is "tangible evidence of the board's commitment to shareholder interests." A spokesperson for JP Morgan declined further comment, presumably because they were too busy counting money.