JPMorgan Chase won shareholder approval for its executive pay plan even after an advisory firm criticized the firm’s policy as too subjective and opaque.

A resolution to approve compensation for five named executive officers received backing from 72% of voters, according to a preliminary tally Tuesday at JPMorgan’s annual shareholders meeting in Chicago. It was the lowest approval rate for the resolution since 2015.



The proxy adviser Institutional Shareholder Services raised concerns earlier this month that the bank’s compensation committee uses too much discretion when determining total pay and said the program lacks transparently disclosed performance requirements. It urged investors to vote down the resolution.

Chief Executive Jamie Dimon got a $31 million pay package for his work in 2018 after the bank posted record profit. That included $24.5 million of restricted stock tied to performance, an annual base salary of $1.5 million and a $5 million cash bonus.

At JPMorgan’s 2018 annual meeting, a similar pay proposal won almost 93% support from shareholders, according to a regulatory filing.

Also at Tuesday’s meeting, Mike Mayo, a banking analyst at Wells Fargo, told the board he is concerned JPMorgan suffers from “key-man risk” and asked what the bank is doing to ensure continued success following Dimon’s eventual departure. Several of Dimon’s key deputies have been mentioned as potential candidates in the CEO search at Wells Fargo.

“We can assure you we look at every risk to every strategy, we assess what the competition is doing, assess what Silicon Valley is doing, what the Chinese are doing, because we’re just as scared as you are,” Dimon said, adding that “there are several” people at JPMorgan aside from himself who are capable of running the company. “Our bigger fear is they get recruited away by somebody else.”