By Pam Martens and Russ Martens: January 21, 2022 ~
Yesterday’s headline making the rounds was that JPMorgan Chase’s Board had given its Chairman and CEO, Jamie Dimon, a pay raise to $34.5 million for 2021 that was 10 percent more than 2020.
That headline provides an instructive lesson in what passes for breaking news today at mainstream media outlets when it comes to Wall Street’s megabanks. The majority of Americans aren’t outraged and demanding that Congress reform Wall Street because mainstream media has overtly decided to keep the public in the dark.
The real breaking news is that despite JPMorgan Chase admitting to five criminal felony counts brought by the U.S. Department of Justice over the past 7 years for rigging markets and laundering money for Bernie Madoff, the financial criminal of the century, the Board of JPMorgan Chase has not sacked Dimon, the man who sat at the helm during this unprecedented crime spree. Instead of sacking Dimon, the Board of the largest federally-insured, taxpayer-backstopped bank in the United States has made Dimon a billionaire.
The Board of JPMorgan Chase seems to have adopted a compensation model based on “the more felony counts, the bigger the paycheck.” Consider the following: On September 29, 2020, the Justice Department charged JPMorgan Chase with two felony counts, to which it admitted, and fined the bank $920 million of shareholders’ money to settle its fourth and fifth felony counts since 2014. One felony count was for rigging the precious metals markets while the other was for rigging the U.S. Treasury market – the market that allows the federal government to pay its bills.
Rigging the U.S. Treasury market used to be a big deal with splashy headlines. But on September 29, 2020 the Justice Department didn’t even hold its usual press conference to announce the charges against JPMorgan Chase and not one newspaper thought to mention that these were the fourth and fifth felony counts during the tenure of Dimon. Nor did any newspaper mention that the bank had admitted to all five criminal counts while being repeatedly put on probation by the Justice Department but continuing its crime spree. (See JPMorgan Chase’s unprecedented rap sheet under Dimon here.)
Now here’s where you need to pay close attention. Just 10 months after the bank admitted to its fourth and fifth felony counts, the Board of JPMorgan Chase gave Dimon a bonus of 1.5 million stock options, which had a value of $50 million on paper, according to a specialist cited at Bloomberg News. In its filing with the SEC announcing the stock award, the Board wrote this:
“This special award reflects the Board’s desire for Mr. Dimon to continue to lead the Firm for a further significant number of years. 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.”
If JPMorgan Chase had a properly functioning Board, and the Justice Department had a properly functioning criminal division, Dimon would have been forced out in 2013 when the U.S. Senate’s Permanent Subcommittee on Investigations released a 300-page report detailing how the bank had lied to its regulators as it used depositors’ money from its federally-insured bank to gamble in derivatives in London and lose $6.2 billion. The FBI investigated that matter and yet the Justice Department brought no criminal charges.
The JPMorgan Board had its second opportunity to fire Dimon when the bank admitted to its first two felony counts in 2014 for its outrageous handling of the business bank account of Ponzi-schemer Bernie Madoff.
The Board had its third chance to fire Dimon the very next year when the bank pleaded guilty to its role in a bank cartel (actually called “The Cartel”) that rigged the foreign currency market.
Based on the bank’s fourth and fifth felony counts in 2020 and the $50 million bonus to Dimon from the Board 10 months later to keep Dimon at the helm for “a significant number of years,” it’s pretty clear that criminal activity is perceived by the Board of JPMorgan Chase as an accepted business model as long as the stock price keeps going up. (The outside Board members at JPMorgan Chase receive an annual stock award of $250,000 on top of other fees. In 2020, five members of JPMorgan Chase’s Board received over $400,000 in total annual compensation.)
The words “independent director” appears 73 times in the most recent proxy statement that JPMorgan Chase filed with the SEC. The bank calls all non-management members of its Board of Directors “independent,” writing in its proxy statement year after year that they “had only immaterial relationships with JPMorgan Chase and accordingly were independent directors.”
In October of 2020, we took a close look at those “immaterial” relationships some of the Board members had with the Bank. You can decide for yourself if this is a Board that you would feel comfortable calling “independent.”