JPMorgan (NYSE: JPM) elevates Petno, Rohrbaugh and grants retention RSUs
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
JPMorgan Chase & Co. announced significant leadership changes and new equity awards. Doug Petno and Troy Rohrbaugh, previously Co-CEOs of the Commercial & Investment Bank, have been elected Co-Presidents of the firm, effective immediately. Petno will serve as sole CEO of the Commercial & Investment Bank, while Rohrbaugh becomes CEO of Consumer & Community Banking.
Marianne Lake, current CEO of Consumer & Community Banking, will retire after more than 25 years and will assist with a transition period. To support succession planning and leadership continuity, the Compensation & Management Development Committee granted one-time retention Restricted Stock Unit awards: $30 million each to Petno and Rohrbaugh, and $20 million each to Mary Erdoes and Jennifer Piepszak.
The RSU awards cliff-vest after three years and require JPMorgan Chase to achieve a three-year average return on tangible common equity of 12% for 2026–2028. Net shares are subject to a further two-year holding period and are governed by the firm’s stock ownership guidelines, recoupment policy, and protection-based vesting provisions.
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Insights
JPMorgan ties major succession planning to sizable, performance-based RSU awards.
JPMorgan Chase is clarifying its leadership bench by naming Doug Petno and Troy Rohrbaugh as Co-Presidents, while assigning each to lead one of the firm’s largest businesses. Marianne Lake’s retirement underscores that this is an active phase of succession planning.
The Compensation & Management Development Committee approved one-time Restricted Stock Unit awards of $30 million each for Petno and Rohrbaugh, and $20 million each for Mary Erdoes and Jennifer Piepszak. These equity grants are structured to vest only after three years and depend on achieving a three-year average return on tangible common equity of at least 12% for 2026–2028.
Because the awards are fully at risk, subject to clawback, protection-based vesting and post-vesting holding requirements, they function more as long-term retention and performance alignment tools than immediate compensation. Subsequent company filings may show how these changes fit into any broader CEO succession framework.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Retention award for Doug Petno: $30 million RSUs
Retention award for Troy Rohrbaugh: $30 million RSUs
Retention award for Mary Erdoes: $20 million RSUs
+4 more
7 metrics
Retention award for Doug Petno
$30 million RSUs
Grant date fair market value approved June 24, 2026
Retention award for Troy Rohrbaugh
$30 million RSUs
Grant date fair market value approved June 24, 2026
Retention award for Mary Erdoes
$20 million RSUs
Grant date fair market value approved June 24, 2026
Retention award for Jennifer Piepszak
$20 million RSUs
Grant date fair market value approved June 24, 2026
ROTCE vesting threshold
12% ROTCE
Three-year average for 2026, 2027 and 2028
RSU vesting period
3 years
100% cliff vesting after three years
Post-vesting holding period
2 years
Net shares subject to two-year hold after vesting
Key Terms
Non-Cumulative Preferred Stock, Restricted Stock Units, return on tangible common equity, Bonus Recoupment Policy, +1 more
5 terms
Non-Cumulative Preferred Stock financial
"Depositary Shares, each representing a one-four hundredth interest in a share of 5.75% Non-Cumulative Preferred Stock, Series DD"
Preferred stock that pays a fixed dividend but does not require the company to make up missed payments later; if a dividend is skipped, shareholders lose that income permanently rather than accumulating a balance the company must repay. Investors care because this structure offers higher priority than common shares for payouts but less protection for dividend income, so it’s a trade-off between steady yield and the risk of permanent missed payments.
Restricted Stock Units financial
"The Awards are equity-based in the form of Restricted Stock Units (“RSUs”) that are designed to incentivize leadership continuity."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
return on tangible common equity financial
"requires the Firm to achieve a three-year average return on tangible common equity3 (“ROTCE”) of 12% for calendar years 2026, 2027 and 2028."
Return on tangible common equity measures how much profit a company generates from the real, spendable capital that belongs to common shareholders, shown as a percentage. It strips out intangible items like goodwill to focus on the “hard” equity and tells investors how efficiently the firm uses that tangible capital to create earnings—think of it as the return on the cash you actually have rather than on paper values or goodwill.
Bonus Recoupment Policy financial
"Equity incentives are subject to the JPMorgan Chase Bonus Recoupment Policy which applies in the event of a material restatement"
Protection-based Vesting financial
"portions of equity awards awarded are also subject to additional Protection-based Vesting provisions under which awards may be cancelled"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 24, 2026
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 25, 2026, JPMorgan Chase & Co. ("JPMorganChase" or the “Firm”) announced that Doug Petno, 61, and Troy Rohrbaugh, 56, Co-CEOs of the Commercial & Investment Bank ("CIB"), have been elected Co-Presidents of the Firm, effective immediately.1 In addition to their new roles, Mr. Petno will become sole CEO of the CIB, and Mr. Rohrbaugh will become CEO of Consumer & Community Banking ("CCB").
The promotions of Messrs. Petno and Rohrbaugh to Co-Presidents and sole CEOs of the Firm’s two largest businesses are part of the Board’s ongoing succession planning designed to ensure continued exceptional leadership at the highest levels of the company.
Marianne Lake, current CEO of CCB, has decided to retire from the Firm after more than 25 years of outstanding leadership and service. Ms. Lake will work with Mr. Rohrbaugh and other senior executives over the coming weeks to help guide a smooth transition.
In addition, the independent members of the Compensation & Management Development Committee (“CMDC”) approved one-time Retention and Continuity equity based awards (the “Awards”) on June 24, 2026 to the following Operating Committee members: Doug Petno, Co-President and CEO of the Commercial & Investment Bank, and Troy Rohrbaugh, Co-President and CEO of Consumer & Community Banking, in the amount of $30 million each; Mary Erdoes, CEO of Asset & Wealth Management, and Jennifer Piepszak, Chief Operating Officer, in the amount of $20 million each.2
The CMDC determined that the targeted Retention and Continuity Awards are designed to preserve top qualified internal succession candidates, maintain key Operating Committee continuity through any leadership transition, and are in the long-term interests of shareholders.
The Awards are equity-based in the form of Restricted Stock Units (“RSUs”) that are designed to incentivize leadership continuity. The terms of the Awards are distinct from, and are generally more restrictive than, the terms of annual equity grants regularly awarded by the Firm to Operating Committee members. The Awards 100% cliff-vest after three years and are subject to an additional Vesting Performance Condition that requires the Firm to achieve a three-year average return on tangible common equity3 (“ROTCE”) of 12% for calendar years 2026, 2027 and 2028. Net shares are subject to a two-year hold and are also subject to the Firm’s stock ownership guideline and retention requirements applicable to the Firm’s Operating Committee members. Vesting is subject to continuous employment with the Firm, with certain limited exceptions, but does not allow for vesting for retirement, job elimination or government service.
Equity incentives are subject to the JPMorgan Chase Bonus Recoupment Policy which applies in the event of a material restatement of the Firm's financial results. In addition, all equity awards granted contain recapture provisions that enable the Firm to cancel outstanding awards and/or recover the value of certain stock distributed under the award in specified circumstances. In addition to recapture provisions, portions of equity awards awarded are also subject to additional Protection-based Vesting provisions under which awards may be cancelled as determined by the CMDC.
A copy of the press release related to this announcement is attached hereto as Exhibit 99.1.
1 For biographical information, refer to Item 10 of the Form 10-K for the fiscal year ended December 31, 2025.
2 The amount of the Awards reflects the grant date fair market value. The aggregate number of RSUs granted to each executive was determined by dividing the Award grant date fair market value by the average of the high and the low prices of JPMorganChase common stock on the grant date.
3 ROTCE is a non-GAAP financial measure. Refer to pages 15-16 of the Form 10-Q for the first quarter of 2026 for additional information on this measure.
2
Item 9.01 Financial Statements and Exhibits
(d) Exhibit
| Exhibit No. | Description of Exhibit | |||||||
| 99.1 | JPMorgan Chase & Co. Press Release dated June 25, 2026 | |||||||
| 101 | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JPMorgan Chase & Co. | ||
| (Registrant) | ||
| By: | /s/ Reid R. Broda | ||||
| Reid R. Broda | |||||
| Corporate Secretary | |||||
| Dated: | June 25, 2026 | ||||
3
FAQ
What leadership changes did JPMorgan (JPM) announce in this 8-K?
JPMorgan named Doug Petno and Troy Rohrbaugh as Co-Presidents, effective immediately. Petno becomes sole CEO of the Commercial & Investment Bank, while Rohrbaugh takes over as CEO of Consumer & Community Banking, reflecting an important step in the firm’s succession planning.
How is JPMorgan (JPM) restructuring leadership of its main business segments?
Doug Petno will lead the Commercial & Investment Bank as sole CEO, and Troy Rohrbaugh will lead Consumer & Community Banking as CEO. Both also serve as Co-Presidents of the firm, aligning them directly with JPMorgan’s two largest business segments and overall corporate leadership.
What one-time equity awards did JPMorgan (JPM) grant to senior executives?
The committee approved one-time Restricted Stock Unit awards of $30 million each for Doug Petno and Troy Rohrbaugh, and $20 million each for Mary Erdoes and Jennifer Piepszak. These amounts reflect grant date fair value and are in addition to regular annual equity compensation programs.
What performance condition applies to JPMorgan’s new RSU retention awards?
The RSU awards vest only if JPMorgan achieves a three-year average return on tangible common equity of 12% for calendar years 2026, 2027 and 2028. This non-GAAP performance hurdle links executive retention awards directly to sustained profitability and capital efficiency over that period.
When do the new JPMorgan (JPM) RSU awards vest and how are they held?
The retention RSUs cliff-vest after three years, subject to meeting the ROTCE condition and continuous employment. After vesting, net shares are subject to a two-year holding period, and must comply with JPMorgan’s stock ownership and retention guidelines for Operating Committee members.
What risk and clawback provisions apply to JPMorgan’s new executive RSUs?
The awards are subject to JPMorgan’s Bonus Recoupment Policy, allowing recovery in case of a material restatement of results. They also include recapture and protection-based vesting provisions, enabling cancellation or recovery of award value in specified circumstances determined by the compensation committee.
What role does Marianne Lake play in JPMorgan’s leadership transition?
Marianne Lake, current CEO of Consumer & Community Banking, has chosen to retire after more than 25 years at JPMorgan. She will work with Troy Rohrbaugh and other senior executives over the coming weeks to help ensure a smooth transition in leadership of the consumer business.