A lot was made of the message shareholders sent Jamie Dimon about his compensation Tuesday, but their tame challenge to his dual role as chairman and chief executive of JPMorgan Chase may have been the more telling vote.
Nearly 36% of shareholders voted in favor of preventing the same person from having both jobs, according to preliminary results at the company's annual meeting held in Detroit. Granted, that figure rose from 32% in 2013, the last time a vote on the subject was held, but the debate was more muted this year than in past years, perhaps as more time has passed since the infamous London Whale trading incident.
Considering Dimon's counterpart at Bank of America, Brian Moynihan, has taken considerable heat lately for having been made chairman last fall in addition to CEO, JPMorgan managed to keep the issue low key.
The $2.6 trillion-asset JPMorgan had advised its shareholders to vote down the proposal to separate the two jobs, while proxy adviser Institutional Shareholder Services told shareholders to vote in favor of it.
The results reflect the current sentiment among some shareholders toward the company and Dimon. Some investors are calling for more oversight and want more checks and balances. But, really, that group is still outnumbered by those who think Dimon is the person best suited to lead the company and, if that means a concentration of power, so be it.
"I'd say this is still a good vote of confidence for Jamie," said Jeffery Harte, an analyst at Sandler O'Neill. "The risk that investors see is that with the regulatory environment, a vote to separate his roles might be enough for him to say, 'If they don't have confidence in me, it is time to retire.' Every shareholder likes having him at the helm."
Investors generally like Dimon because he maneuvered the downturn well and has helped push the company to be a leader in each of its business lines, most observers say.
But the proposal, put forth by John Chevedden, as an agent of shareholder Kenneth Steiner, said that a combined chairman and CEO "weakens a corporation's governance structure, which can harm shareholder value."
"Shareholders are best served by an independent board chair who can provide a balance of power between the CEO and the board, empowering strong board leadership," the proposal said.
ISS also advised shareholders to cast "against" votes for the company's executive compensation packages, specifically targeting Dimon's first cash bonus ($7.4 million) in three years. Shareholders approved the compensation plan, however at a much lower rate than last year. Only 61.4% voted in favor, compared to 78% a year earlier.
ISS linked the governance and pay issues. "For a company of this size and complexity and in consideration of past concerns with risk oversight and legal concerns, and current concerns with CEO pay, shareholders would benefit from the greater oversight that could be realized by an independent board chairman," ISS wrote. It also wrote that the company offered no "compelling rationale" to grant Dimon the cash bonus this year.
Harte speculated that the combined role is likely more important to Dimon than the pay.
"When I look at where he is in his career, I'd say he is more interested in building his legacy and making sure he has put together a sustained, world-class bank, rather than compensation," Harte said. "The stamp of approval in maintaining the joint roles is probably more important to him, in my opinion."