The report was also critical of grants awarded to JPMorgan Chase COO Daniel Pinto, who received $53.3 million in total compensation, including $27.8 million in option awards.
“Excessive one-off grants to the CEO and COO amid tepid relative performance worsen long-standing concerns regarding the company’s executive pay program,” the advisory firm said in a report to shareholders.
“The lack of performance-based vesting conditions tied to the awards while the Company has not achieved adequate alignment between executive pay and performance warrants shareholders scrutiny.”
“As a result, we do not believe shareholders should support this proposal,” the firm added.
Dimon, the 66-year-old longtime chairman and CEO of JPMorgan Chase, received $84.4 million in total compensation for fiscal 2021. The sum included the $52.6 million option awards, $25 million in stock awards, a $5 million bonus and a base salary of $1.5 million.
JPMorgan Chase did not immediately return a request for comment.
“Given the sizes of the grants, a key concern is the lack of rigorous performance-based vesting conditions that awards executives for sustained performance throughout the vesting period,” Glass, Lewis & Co. added.
JPMorgan defended the compensation structure in its annual proxy statement – noting the special grants were necessary to retain Dimon.
“The special award granted to Mr. Dimon reflects the Board’s desire for him to continue to lead the Firm for a further significant number of years,” the proxy filing said.
“In making the special award, the Board considered the importance of Mr. Dimon’s continuing, long-term stewardship of the Firm, leadership continuity, and management succession planning amidst a highly competitive landscape for executive leadership talent,” the filing added.
JPMorgan Chase shares are down about 24% over the last 12 months. The downturn has coincided with a slump in the broader market as inflation and geopolitical tensions such as the Russia-Ukraine war weigh on stocks.
Dimon gave a dire warning about the global economy outlook – arguing that the Ukraine war was a bigger long-term risk to growth than the Federal Reserve’s plan to hike interest rates.
“The Cold War is back,” Dimon said during an interview with Bloomberg. “The allies have to coalesce and not just for military purposes but for global, economic, strategic investment purposes so that we’ve got a safe world. If we don’t do that, Ukraine, you could see that all around the world. You could see forms of chaos.”
JPMorgan Chase’s annual shareholder meeting is slated for May 17. Since the resolution is non-binding, a shareholder vote against the measure wouldn’t prevent Dimon from receiving the payday.
Top publicly traded companies regularly face outside pressure to cut down on executive pay. Apple CEO Tim Cook faced similar scrutiny ahead of the tech giant’s annual meeting earlier this year – with shareholders eventually voting in favor of his pay package despite some calls for rejection.