Bloomberg News

JPMorgan Cushions Drew’s Retirement With $21.5 Million

June 29, 2012

Biggest U.S. Banks Curb Loans as Regional Firms Fill Gap

Last June, JPMorgan Chief Executive Officer Jamie Dimon pressed Federal Reserve Chairman Ben S. Bernanke at a public forum about whether regulators have gone too far reining in the U.S. banking system. Photographer: Mark Lennihan/AP Photo

JPMorgan Chase & Co. (JPM:US)’s decision to let Chief Investment Officer Ina Drew retire four days after the bank disclosed a $2 billion loss in her division allowed her to walk away with about $21.5 million in stock and options.

Drew, who resigned May 14, can keep $17.1 million in unvested restricted shares and about $4.4 million in options that she otherwise would have been required to forfeit if the New York-based bank had terminated her employment “with cause,” according to regulatory filings and estimates from consulting firm Meridian Compensation Partners LLC.

A 30-year JPMorgan veteran, Drew also had accumulated 661,000 unrestricted shares of common stock worth about $23.7 million based on the May 14 closing price, $9.7 million in deferred compensation and $2.6 million in pension pay as of Dec. 31, according to company filings. Altogether, Drew’s stock, pension and deferred pay come to about $57.5 million.

“She was with that company for a long time,” said Frank Glassner, a partner at Meridian in San Francisco. “She was an incredibly talented, well-thought-of employee, not only within the company but on the Street. A lot of this money had been earned over a great deal of time, not just yesterday.”

Drew, 55, oversaw the London traders responsible for a $2 billion loss on credit derivatives that Chief Executive Officer Jamie Dimon said “violated common sense.” Shares of the largest U.S. bank have plunged 19.1 percent since Bloomberg News first reported on April 5 that JPMorgan was having trouble unwinding illiquid bets on credit derivatives. While Dimon told lawmakers in separate hearings this month that the company could claw back two years of bonuses, Drew’s pay probably won’t be affected, according to compensation consultants.

Whole Picture

“You have to look at the whole scenario,” said Paul Sorbera, president of executive search firm Alliance Consulting in New York. “This woman was running a $370 billion portfolio, and a $2 billion or $3 billion loss is 1 percent.”

Dimon said on May 10 that the loss could grow by $1 billion or more this quarter. Charles Peabody, an analyst with Portales Partners LLC in New York, estimated the amount has grown to between $4 billion and $5 billion. The company is scheduled to disclose details about its losses and its progress unwinding the trades when it reports earnings on July 13.

JPMorgan’s long-term incentive plan gives Dimon, with approval from the board, the right to reduce Drew’s restricted stock or to further defer vesting if her performance wasn’t satisfactory, according to an amendment to the company’s proxy statement on executive compensation. Restricted stock also can be deferred longer or forfeited if performance has “been unsatisfactory for a sustained period of time.”

Forfeiting Stock

If Drew had forfeited any restricted stock or options, the company would have had to disclose it in a public filing with the U.S. Securities and Exchange Commission, Glassner said. Securities laws require any changes in stock ownership to be reported within two business days of the transaction, according to the SEC.

Joe Evangelisti, a bank spokesman, wouldn’t comment on any aspect of Drew’s compensation. Drew didn’t immediately return calls seeking comment.

The bank’s employment terms require executives to forfeit unvested restricted stock and options, worth $21.5 million in Drew’s case, if they are fired “with cause.” Because she was allowed to retire and keep that money, the company probably won’t claw back her bonuses, pay specialists said.

Clawback Causes

“If she was fired for cause, it would be a strong argument for clawbacks,” Sorbera said. “Since she wasn’t fired for cause, there is an argument that she was performing her duties satisfactorily despite this one particular loss.”

Dimon, 56, told lawmakers June 13 that the bank probably will seek to reclaim past bonuses from executives responsible for the loss. The clawbacks will be “somewhat limited” to what employees received in the previous two years, he said.

“The board will review every single person involved in this case and figure out what’s appropriate,” Dimon said.

Drew had a long track record of success at JPMorgan and its predecessor companies. Dimon commended her in announcing her resignation and again in front of Congress, saying “the CIO unit had done so well for so long” that he didn’t scrutinize her work as much as he did with other executives.

CIO Profits

The former head of the CIO was the third-highest compensated executive officer at the bank the past two years, receiving $14 million for her work in 2011 and $15 million the previous year, according to regulatory filings. Her division made “several billion dollars” in the three or four years preceding the loss on a book of credit derivatives designed to profit if the U.S. economy weakened and corporations were under duress, Dimon told lawmakers.

The CIO earned a peak of $3.7 billion in 2009. The bank doesn’t break out results for the chief investment office, which manages the bank’s excess deposits and hedges against risk.

Drew was credited with guiding the company through the Russian debt crisis and the collapse of hedge fund Long-Term Capital Management LP in 1998, as well as market dislocation after the World Trade Center attacks, the Enron Corp. bankruptcy in 2001 and the financial crisis in 2008.

“In the credit crisis, when banks were losing tens of billions of dollars, she was making money,” Sorbera said.

To contact the reporter on this story: Dawn Kopecki in New York at dkopecki@bloomberg.net.

To contact the editor responsible for this story: Rick Green at rgreen18@bloomberg.net


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