Two Criticized JPMorgan Directors Step Down

  • Now that shareholders have agreed to let Jamie Dimon keep both his jobs at JPMorgan Chase, the chairman and chief executive must resolve several pressing issues. Among them: succession, board composition and mounting regulatory scrutiny.

    May 21
  • Receiving Wide Coverage ...Sick of JPMorgan Yet? The Times' "Deal Professor," Steven Davidoff, calls the fight over the upcoming JPMorgan shareholder vote "silly." Though severing the chairman and CEO roles has improved governance at many companies, he writes, "not all companies are alike," and he finds the benefits of the independent-chair model for a large, complex bank dubious. "No study to my knowledge has ever found that companies that do such a split are better at risk management. … Does anyone really think that the JPMorgan board sits with complex spreadsheets looking at the bank's risk positions? Does anyone think it should?" Davidoff doubts an independent chairman would have prevented the London Whale debacle. Echoing colleague Andrew Ross Sorkin's column yesterday, he suggests the vote is more a referendum on chairman and CEO Jamie Dimon, and on big banks, than on corporate governance. … A news article in the Times reports that Dimon has been seeking counsel from Wallace Shawn, er, Lloyd Blankfein, about how to live in the uncomfortable spotlight of Congressional and media scrutiny. … Shareholder support for severing the chairman and CEO roles "is running slightly ahead of the 40% it received last year," the Journal reports, citing an anonymous source. (At Gallup or Zogby?) … Some big shareholders who want Dimon to remain chairman nevertheless plan to vote against re-election of certain directors, the FT reports. Ellen Futter, in particular, is "a lightning rod for corporate governance activists, whose qualifications to serve on the board's risk committee have been questioned." She runs the American Museum of Natural History (cue the dinosaur jokes) and is a former director of AIG who resigned from that board in July 2008, shortly before the government takeover (cue more dinosaur jokes). … The paper also reports that trading revenues in JPMorgan's investment bank are on track to post a double-digit gain this quarter from a year earlier. … We'll give the last word to a Journal reader who commented, "It is remarkable the amount of coverage this story is getting. Don't you guys have anything else to write about?"

    May 15

Two of the three JPMorgan Chase (JPM) board members who became lightning rods for governance criticism this spring have left the bank.

Ellen Futter and David Cote have stepped down from the board, JPMorgan Chase said Friday. The bank says it plans to appoint new directors this year.

Futter, the president of New York's American Museum of Natural History, retires after 16 years on the board; Cote, chief executive of Honeywell International, retires after more than five years. Both directors, along with Henry Crown & Co. president James S. Crown, came under fire this spring in the lead-up to JPMorgan's annual meeting in May. All three were members of the board's risk-management committee, which was widely criticized for failing to prevent last year's $6 billion trading losses.

As CEO Jamie Dimon faced mounting pressure over those losses and JPMorgan's governance, prominent proxy advisers recommended that shareholders vote against re-electing the three directors. The board members' financial experience, or lack thereof, also became a point of contention; Futter, who also sat on AIG's governance committee right before the insurer took a government bailout, faced particular criticism and did not attend the shareholder meeting.

Investors re-elected Futter, Cote and Crown at the meeting, but none received approval from more than 60% of shareholders. At the time, lead director Lee Raymond told shareholders to "stay tuned” for changes in the risk-management committee's composition.

Dimon thanked Futter and Cote for their service in a press release and said, "We have learned a great deal from both of them and will miss having them as members of our Board."

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