Why are Advisors Urging JPMorgan to Split Chair & CEO Roles?

Two advisory firms have recommended that investors vote to separate the chief executive and chair roles at JPMorgan, a move that could reduce the authority concentrated in Jamie Dimon, who has held both positions since 2006.

ISS and Glass Lewis, which provide corporate governance advice to fund managers on voting decisions at annual meetings, both argue that JPMorgan should appoint separate individuals to the CEO and chair positions "as soon as possible".

Jamie has an estimated net worth of US$2.6bn and while his dual role at the bank is not prohibited under corporate governance rules, it has become a point of contention amongst governance experts.

Other executives hold both positions at their companies, with Larry Fink at BlackRock and Satya Nadella at Microsoft each serving as chair and CEO.

Shareholders vote this month

Investors will decide on the proposal at JPMorgan's annual general meeting on 19 May, with the resolution initially suggested by an individual retail investor.

According to ISS, the "size and complexity of JPMorgan suggests that it is difficult for any one person to run both the company and the board", adding that conflicts of interest could arise when one individual leads both management and the board that oversees it.

It adds: “The board is responsible for overseeing management and instilling accountability, and conflicts of interest may arise when one person holds both the chairman and CEO positions, thereby leading both the management team and the board which oversees it.

“Effective board oversight may be enhanced by independent leadership.”

Glass Lewis supports this view, with the firm saying an independent chair is "better able to oversee the executives of the company and set a pro-shareholder agenda".

Tensions with advisory firms

This is not the first dispute between Jamie and the two advisory firms, as he has previously criticised ISS and Glass Lewis for having excessive influence over shareholders, particularly on social and environmental matters.

The tension escalated when the US government became involved, with President Trump signing an executive order on 11 December 2025 targeting the policy influence of the Canada-based advisory firms, which he claimed were using their authority "to advance and prioritise radical politically motivated agendas”.

One month after the confrontation with the two firms, JPMorgan ended all relationships with proxy advisory firms, instead adopting its own AI-powered platform to inform decision-making at annual general meetings, according to the Wall Street Journal.

JPMorgan is encouraging investors to reject the shareholder proposal backed by ISS and Glass Lewis, arguing there is no evidence companies with independent chairs outperform those where CEOs also hold the chair position.

The bank also disputes the claim that an independent chair would oversee executives and set a pro-shareholder agenda more effectively, saying this suggestion "omits any reference to or consideration of JPM's strong record of absolute and relative outperformance versus peers".

Dual roles becoming more common

JPMorgan's board has stated it intends to split the two roles after Jamie steps down as CEO, however ISS says there is "a clear possibility" he would remain as chair, which would mean any lead independent board member would still operate under Jamie's leadership.

Firms are flattening management structures to reduce bureaucracy and accelerate decision-making, a trend that has led more C-suite executives to adopt multiple responsibilities.

According to Korn Ferry, the number of C-suite executives with more than two titles has increased by 121% over the last decade, with 10% of that growth occurring in the last two years as companies restructure operations to keep pace with the AI boom.

“A lot of responsibilities are flowing up to executive leadership,” says Torrey Foster, a Vice Chairman in the Board and CEO Services practice and managing partner for North American consumer markets for Korn Ferry.

“Each C-suite role is a full-time job, so boards have to ask how much and how well each additional role given to an executive is being done.”