JP Morgan’s governance identity crisis

JP Morgan’s governance identity crisis: proxy advisors say the top-level leadership structures just aren’t fit for purpose. 

It’s one of the most well-known investment banking firms in the world, but JP Morgan’s corporate governance practices will be under full scrutiny as two major proxy advisors call for major change at the top level. 

It’s all centred on Jamie Dimon, who has been chair and chief executive of JP Morgan since 2006. Critics are taking issue with the nature of his role, how much power he has amassed through it, and how risky it might be in the long-term. They’re now urging shareholders to take action.

Two major proxy advisory firms – Glass Lewis and ISS – are urging JP Morgan investors to vote in favour of a shareholder resolution aimed at splitting the role of chair and CEO. 

Currently, both are held by Dimon. It means his day job involves both running the company and chairing the board as it carries out decision-making duties. 

The proxy advisors’ actions have re-ignited a long-running standoff over direction and investor sentiment for the company. Dimon has openly criticised both advisory firms in the past for similar disruptive lobbying, which has mainly been concerned with various aspects of environment, social and governance (ESG). 

He’s also played the patriotic card, calling out both firms for not being American. It was an opinion which won over President Donald Trump, who, in December 2025, signed an executive order targeting overseas advisory firms and the influence they have on US companies. 

Governance, though, is rarely about international politics. It’s just about governance. At the heart of the matter is whether it’s a good idea to have your chair and CEO roles combined or separate. If JP Morgan continues to struggle with calls for change in this area, especially from such influential advisors, it has a governance identity crisis.

The nature of the chair and CEO roles in any company is a huge factor in how that company’s leadership works. No matter what option you take, it will hugely influence decision-making processes, not to mention how management interacts with the board. 

Having one person do both jobs is, in some jurisdictions, illegal (like Germany and Austria). In others, it’s actively discouraged; the UK Governance Code, for example, says “the roles of chair and chief executive should not be exercised by the same individual”. A company can still use that model there, but they have to have a good reason why under the UK’s “comply or explain” doctrine. 

In the US, however, it’s a different story. The Dual-role chair/CEO is historically more common, especially across big businesses, including JPMorgan. It’s exactly what ISS and Glass Lewis are encouraging shareholders to change.

Of course! And both have their deep-throated support, especially in the areas where they are popular. JPMorgan, for example, stands firmly behind Dimon’s dual role as a reason for the company’s continuing long-term success. Its share price has grown over 90% since the end of the pandemic, 390% in the last ten years, and over 600% since Dimon took over in 2006. 

Critics, however, say Dimon holds far too much power for such a large company with many stakeholders. 

Here’s the full list of pros and cons of the dual-role model:

• Speed: Decisions can be made more quickly if the chair is also the CEO. In times of crisis or significant opportunity, this could prove to be a major factor in positive outcomes.
• Firm leadership: There’s a single point of accountability, a single person at the helm, and this often helps provide structure in the minds of the board and management (on the surface at least).
• Knowledge: Dual-role chair/CEOs tend to be extremely knowledgeable about the company’s internal workings and external challenges. This is especially true for someone who has been in the role as long as Dimon has. It can be of use when important decisions come before the board.

• Workload: CEOs lead intense lives, while board chairs have a lot of responsibility. Combining the roles could lead to overstretched leadership and burnout, even if the person in the job doesn’t want to admit it. 
• Cult of personality: Dual role systems may lead to a serious concentration of attention on the chair/CEO’s personal preferences. Everything from decisions to plans to report timelines will be presented according to those preferences, at the expense of other stakeholders and industry standards.
• No independence: Basic “Governance 101” tells us that the board’s job is to hire and fire the CEO, question them, scrutinise their thinking and challenge them if necessary. If the chair is also the CEO, this gets messy because it jeopardises independence.

Con number 3 is a big one: no matter the company or local standards, losing independence at the boardroom level is a huge source of risk. 

It restricts the freedom to challenge established norms, to root out groupthink, and to put checks on a leader who would otherwise have vast control over the company’s direction. Any of these issues could easily lead to massive and rapid corporate failures. It won’t happen in every company with a dual-role system, but it is more likely. 

In cases like Dimon’s, it’s also a nightmare for succession planning. Even the best executed plans will be challenged by the fact that the incumbent is an institution: in the role for years, the centre of authority, will likely leave a major gap when they depart. 

Whether you’re a fan of the dual role system or not, from a governance perspective, there are multiple reasons why many jurisdictions don’t allow it.