In January, JPMorgan said it paid its CEO a $1.5 million salary and $18.5 million in restricted stock, resulting in a $20 million payday for Dimon. This compensation was for a year when the company agreed to $20 billion in legal payouts, most notably in the form of a $13 billion settlement with the Justice Department over its mortgage lending practices and roughly $1 billion in fines for its "London Whale" trading scandal. The bank also experienced its first quarterly loss in nearly a decade.
JPMorgan saw these challenges as the grounds for a pay increase, rather than cut. In explaining the rationale behind Dimon's raise, the JPMorgan proxy statement pointed to his "key role in resolving several outstanding civil and regulatory claims" that the bank faced last year. It also highlighted his "sustained performance" and the "external market for talent" as other factors behind the increase.
Some investors like the Florida State Board of Administration, which manages the Florida Retirement System Trust Fund, said that there weren't adequate metrics in place to evaluate Dimon's performance and that they would oppose the pay-raise vote. Proxy adviser Glass Lewis had also recommended that shareholders vote against executive compensation.
Still, it would have been highly unusual if a majority of shareholders had rebuked Dimon's pay. According to proxy adviser Institutional Shareholder Services (ISS), which advised JPMorgan shareholders to support the pay package, executive pay plans at just 19 of 1,095 companies so far this proxy season have "failed" (which is to say, received support from less than 50 percent of shareholders). An ISS spokesman notes that the lowest level of investor support was at Chipotle, where just 24.3 percent of shareholders recently gave the nod to CEO Steve Ells' $25 million payday.
Under the 2010 Dodd-Frank Act, companies are now required to offer shareholders the chance to weigh in on executive pay annually with a formal vote, known as the "say-on-pay" provision. But the vote is only advisory, meaning the company can ignore shareholders' vote if they so choose. According to ISS, on average 92.3 percent of investors vote in support of the executive compensation anyway.
That's roughly the proportion of shareholders who approved Dimon's $11.5 million package the year prior, according to ISS. This year's approval rate is significantly lower, at 77.9 percent, and puts JPMorgan in the small minority of firms that don't see support over 80 percent. ISS numbers show that 64 percent of companies that have held votes on executive pay so far this year saw approval rates higher than 95 percent, and another 25 percent of companies saw investor support in the range of 80 to 95 percent. Just 11 percent of companies saw less than 80 percent support.