DealBook: Strong Lobbying Helps Dimon Thwart a Shareholder Challenge

Haraz N. Ghanbari/Associated PressA proposal to separate the jobs of chairman and chief executive of Chase became a referendum on Jamie Dimon.

8:18 p.m. | Updated

Jamie Dimon and the 10 other directors of JPMorgan Chase had reason to be confident before they took private jets to Tampa on Monday, the eve of the bank’s annual meeting. Early indications were that a shareholder vote to split Mr. Dimon’s jobs as chairman and chief executive was heading to a resounding defeat.

There was just one problem: One director was not going to Florida.

Ellen V. Futter, a longtime member of the board’s risk policy committee who had come under fire over her lack of a background in finance, had decided at the last minute not to attend the meeting.

Ms. Futter, the president of the American Museum of Natural History, was sick of the swirl of negative attention surrounding her, worried that it needlessly detracted from JPMorgan’s strengths and that it might hurt the reputation of the museum, people briefed on the matter said. She wanted off the board.

A resignation by a bank director would have distracted from what was shaping up to be a victory parade for Mr. Dimon. The charismatic chief executive called her on Monday to try to convince her to stay, although he acknowledged that it was a personal decision, the people briefed on the matter said. That discussion was followed by calls from at least two other directors, the people said. They urged Ms. Futter to remain on the board, adding that her resignation would drag her back into the spotlight.

In the end, Ms. Futter, who narrowly eked out re-election, changed her mind.

Mr. Dimon’s art of persuasion was also in evidence on Tuesday as nearly 70 percent of the shares were voted to reject decisively a proposal for an independent chairman.

The shareholder vote had shaped up to be a rare challenge to Mr. Dimon, who was widely praised for piloting the bank through the turmoil of the financial crisis. Since the crisis, three years of consecutive quarterly profits at JPMorgan have added to his laurels.

Yet a surprising multibillion-dollar trading loss last year — one that has helped drive top lieutenants from the bank and produced a range of investigations — has raised questions about the chief executive’s leadership.

The shareholder resolution, while intended to improve corporate governance by having an independent chairman as a counterweight to a chief executive, became a referendum on Mr. Dimon himself. It was a test he easily passed.

“To some extent this was a referendum on Jamie Dimon, and he is quite unique and special and no one can deny that,” said Marvin Schwartz, a portfolio manager at Neuberger Berman, which controls roughly 12 million shares and voted against the resolution. “To hold against him one unfortunate loss in the trading area, I think, is quite unfair.”

Even though some 40 percent of the shares last year had supported a similar proposal to split the top two jobs at the bank, this year’s resolution was supported by only 32.2 percent of the shares. The divide in the vote was apparent, with institutional investors like Neuberger Berman voting overwhelmingly against the proposal and pension funds voting for it, according to people briefed on the matter.

In an e-mail to employees after the annual meeting, Mr. Dimon wrote: “I love coming to work here every day — and hope to be doing it for years to come.”

Chris O’Meara/Associated PressStockholders arrived for the JPMorgan Chase annual meeting on Tuesday in Tampa, Fla.

Shares of JPMorgan rose as much as 2.6 percent on Tuesday, before closing up 1.4 percent, at $53.02.

The hearty endorsement of the chief executive — which was announced on his 30th wedding anniversary — came after months of behind-the-scenes lobbying by the bank.

At its Park Avenue headquarters, JPMorgan assembled a war room where executives kept close tallies as shareholder votes began streaming in, according to two people briefed on the matter. To sway investors, these people said, influential board members were paired with large shareholders.

Part of the message was to remind shareholders that the directors were already a powerful check on Mr. Dimon, noting that board had earlier moved to root out problems in the aftermath of the losses and to claw back $100 million from the traders at the center of the outsized wagers.

The bank held conference calls with several big investors, including Neuberger Berman. Mr. Schwartz said that during that call, which lasted roughly 40 minutes, Neuberger portfolio managers had a “frank give and take” with JPMorgan executives.

Still, roughly two weeks before the shareholder meeting, the proposal sponsors were winning, according to people briefed on the tallies. The vote was going against Mr. Dimon.

On May 6, Lee R. Raymond, the lead director of the bank’s board, and William C. Weldon, the chairman of the board’s corporate governance and nominating committee, met with officials from the American Federation of State, County and Municipal Employees, one of the main backers of the proposal to divide the roles.

A close ally of Mr. Dimon even tried to enlist former President Bill Clinton to help broker a compromise with Afscme, according to two people with knowledge of the discussion. Mr. Clinton declined.

“I think that given the resources that the management and the board threw at this, it’s not a surprise that the vote was lower than last year,” said Lisa Lindsley, the director of capital strategies at Afscme.

The bank pulled other levers as well, some shareholders said.

“First we hear Jamie might leave if things go against him and then people start talking about the damage to the stock price,” said one major shareholder, who asked not to be named because of a company policy against speaking to the media. “It was effective.”

People close to the bank say a turning point in the campaign came from an unexpected source, an influential shareholder advisory firm, Institutional Shareholder Services, which urged shareholders earlier this month to withhold their votes from three directors on the board’s policy committee.

In a scathing 33-page report, the firm faulted three directors, saying they lacked risk expertise. By zeroing in on the board members, several people close to the bank said, the advisory firm effectively gave shareholders an alternative. They could register their dissatisfaction with JPMorgan without going after Mr. Dimon, the people said.

Indeed, the preliminary vote totals for the three directors were effectively rebukes. Ms. Futter received just 53 percent of the voting shares, while the two other directors on the committee did only a little better: James S. Crown received about 57 percent of the vote; and David M. Cote received 59 percent. (In comparison, Mr. Dimon received 98 percent of the vote for his board seat, while Mr. Raymond, the lead director, received 95 percent.)

As a result of this sign of disapproval from shareholders, it is almost certain the board will make some changes. On Tuesday, Mr. Raymond told shareholders to “stay tuned” when he was asked if the board is planning to make changes to the risk committee. It is likely Ms. Futter will come off the risk committee, and the board may replace her or others with directors that have more knowledge of financial risk.

“The vote proved to be a referendum on the board’s oversight of risk rather than over whether to split the chairman/C.E.O. job,” said Michael Garland, an assistant comptroller who heads corporate governance for the New York City comptroller, John Liu, which co-sponsored the bill. “I don’t think this is a setback because it put a spotlight on the issue and the clock is now ticking on director reform.”

DealBook: Big Vote on Dimon May Hinge on Lee Raymond

In his 12 years as chief executive of Exxon Mobil, Lee R. Raymond had a reputation for bulldozing analysts and long-winded shareholders and going toe-to-toe with government authorities.

Now as the lead director on the board of JPMorgan Chase, a crucial shareholder vote on splitting Jamie Dimon’s jobs as chief executive and chairman could hinge on whether the 74-year-old Mr. Raymond is seen as strong enough to stand up to Mr. Dimon.

Mr. Raymond was well known for his ferocity as chief of Exxon Mobil, unafraid to cut off gadflies in midsentence during investor meetings.

“He is formidable,” said Fadel Gheit, managing director of oil and gas research for Oppenheimer & Company. “He was never bashful to tell you just how wrong you were.”

Yet a year after the bank posted a multibillion-dollar trading loss that has helped drive out top lieutenants, spurred federal inquiries and prompted Congressional hearings, a growing number of investors are questioning whether Mr. Raymond has done enough to fortify risk controls and root out problems, say some of JPMorgan’s biggest shareholders.

“I am really surprised that there has not been more blood spilled in the boardroom,” Mr. Gheit said. “It’s totally alien to the Lee Raymond I know.”

For some investors, the nonbinding vote, the result of which will be announced on May 21, is about good governance, not personalities.

“You have a complex, risk-laden financial institution. Jamie should run the business and someone else should run the board,” said Michael Garland, executive director for corporate governance in the New York City comptroller’s office. “The board needs to take aggressive action to demonstrate to regulators and shareholders that it is exercising strong independent oversight.”

But other shareholders say they are taking a close look at Mr. Raymond and his role at JPMorgan, saying they need to figure out whether he has been an effective counterbalance to Mr. Dimon. If not, they said, they will probably vote to split the roles and push the board to find a chairman.

Mr. Raymond did not respond to requests for comment.

He has his defenders, who say he is a strong leader and a driving force behind decisions to claw back millions of dollars in compensation from executives at the center of the botched trades.

“He is resolute and independent,” said Lawrence A. Bossidy, a former chief of Honeywell International who served with Mr. Raymond on JPMorgan’s board. “He has shown the ability to take serious and respective action in response to the trading losses.”

Douglas A. Warner III, who led J.P. Morgan & Company when it agreed to be acquired by Chase Manhattan for $30.9 billion in 2000, praised Mr. Raymond’s leadership as a J.P. Morgan director during that merger.

“Keep in mind, J.P. Morgan had not been in a merger since 1959, and it was a big and important decision,” Mr. Warner said in an e-mail statement. “Lee led the board and management through the deal, that provided very good value for shareholders, short-term and long-term.”

That company merged with Bank One in 2004 to form the current banking company.

The vote on whether to separate the chairman and chief executive roles is sure to be close. While Mr. Dimon has been careful not to tip his hand as to his plans in recent meetings with shareholders, according to various attendees who spoke on the condition of anonymity, investors are factoring in the possibility that Mr. Dimon may resign if they vote to split the roles.

A few major shareholders could swing the vote either way. In 2012, 40 percent of shareholders supported splitting the positions. In recent weeks, two shareholder advisory firms, Institutional Shareholder Services, or I.S.S., and Glass, Lewis & Company, have urged investors to vote for the split.

During a recent call with Mr. Raymond, Martha Carter, global head of research for I.S.S., said she raised concerns that three directors on the board’s risk policy committee — David M. Cote, James S. Crown and Ellen V. Futter — lacked strong risk management backgrounds.

Ms. Carter said she also pressed Mr. Raymond to explain why the board had not gleaned risk-management lessons from Wall Street rivals like Morgan Stanley and Citibank, which overhauled risk controls after recent trading mishaps.

While the three directors had served on the risk committee when JPMorgan navigated through the financial crisis, Ms. Carter said she asked Mr. Raymond to explain why the three board members had not been replaced by others with more experience. Mr. Raymond told her that it was a challenge to find qualified board members.

And instead of shaking up the risk committee, Mr. Raymond and other directors renewed their support for the board members. This month, for example, the board urged Ms. Futter to recommit to staying on the committee, according to two people briefed on the matter.

In a seven-page letter to shareholders on Friday, Mr. Raymond and William C. Weldon, chairman of the board’s corporate governance committee, said the risk committee “has the requisite experience, knowledge, judgment and dedication to oversee the risk management processes.”

Still, Mr. Raymond rallied the board in January to cut Mr. Dimon’s compensation by more than 50 percent, to $11.5 million, say people briefed on the matter. Mr. Raymond also led an independent board inquiry into the losses, resulting in a report released in January.

Other shareholders, pointing to JPMorgan’s robust earnings — last month the bank reported its 12th consecutive quarterly profit — say they are perfectly happy with Mr. Dimon.

“My perception is this is an old-fashioned board, Jamie runs the show and we don’t mind,” said Christopher C. Grisanti, whose firm owns 246,000 shares of JPMorgan Chase worth roughly $12 million. “We don’t think the lead director at JPMorgan exercises that much power, and that is a positive because Jamie is one of the best C.E.O.’s in our portfolio.”

Some investors who are focused on the strength of the lead director, however, question whether Mr. Raymond, known for his brusqueness, is effectively reining in Mr. Dimon, who can also appear brusque at times.

At the bank’s investor day this year, for example, Mr. Dimon jokingly tossed aside a question from an analyst by remarking, “I’m richer than you.” These investors, who spoke on the condition of anonymity, say the moves by Mr. Dimon only augment his reputation as arrogant at a time when the bank is fast losing credibility in Washington.

But others close to JPMorgan say Mr. Raymond provides sound counsel to Mr. Dimon, while noting that the comment to the analyst, Michael Mayo, was meant as a friendly joke.

At least eight federal agencies are investigating the bank. The Federal Energy Regulatory Commission is weighing a crackdown against the bank for its energy trading activities, according to company filings.

The bank received a scathing document in March from investigators at the energy commission that claimed JPMorgan had concocted “manipulative schemes” that transformed “money-losing power plants” in California and Michigan into “powerful profit centers,” according to a copy of the document reviewed by The New York Times. The bank denied wrongdoing and said it will fight the accusations.

Some people who have a long history with Mr. Raymond say he is no pushover, even though he has not publicly asserted himself recently — with the exception of the letter on Friday.

During an investor meeting at the St. Regis Hotel, Mr. Gheit of Oppenheimer recalled, Mr. Raymond eviscerated an analyst for asking the same question twice.

“In front of more than 200 people, Lee told the analyst that the answer hadn’t changed from 15 minutes earlier.”

Mr. Raymond’s approach inspired respect among investors and more than a little trepidation, said Mr. Gheit, who said Mr. Raymond seemed to know Exxon’s details “cold” and could answer the most arcane question without hesitation.

Mr. Raymond, who led Exxon to record profits after joining the company in 1963, never shied away from a tough battle. When he led the company’s settlement with the Justice Department over the Exxon Valdez oil spill in 1989, Mr. Raymond was an unrelenting negotiator, according to Charles E. Cole, a former Alaska attorney general who helped broker the deal. At the last minute during negotiations in Washington, a Justice Department attorney proposed changing one of the settlement terms, Mr. Cole recalled.

A grim silence prevailed, Mr. Cole said, as Mr. Raymond considered the change. “I was digging my fingers into the arms of this overstuffed chair,” Mr. Cole said. “Without raising his voice, Raymond said the change was unacceptable and it was clear from his tone that he was serious.”

DealBook: Small Firm Could Turn the Vote on Dimon

Greg Scaffidi for The New York TimesJamie Dimon, the chief executive of JPMorgan Chase, which has been quietly working to shore up support for his dual role as chairman and C.E.O.

8:08 a.m. | Updated

The fate of Jamie Dimon of JPMorgan Chase could hinge on a small, London-based firm that is virtually unknown, even on Wall Street.

The firm, Governance for Owners, has been tasked with voting the shares of the bank’s largest shareholder — the asset management behemoth BlackRock — on the question of whether to split the jobs of chairman and chief executive. Mr. Dimon been chairman since 2006 and chief executive since 2005.

The shareholder vote on May 21 has emerged as a referendum on the leadership of Mr. Dimon after a multibillion-dollar trading loss last year and dust-ups with regulators. While not binding, a majority vote to have a separate chairman and chief executive would be a heavy blow to the influential banker.

It is not known how Governance for Owners will vote BlackRock’s approximately 6.5 percent stake, but a few influential shareholders could tip the outcome. Last year, some 40 percent of JPMorgan’s shares supported dividing the top jobs, although BlackRock did not.

Another call for a split came on Tuesday from Glass, Lewis, a shareholder advisory firm, which also urged investors to withhold support for six of the bank’s 11 directors. Its larger rival, Institutional Shareholder Services, on Friday supported a split and recommended against voting for three directors. Both reports also raised questions about the independence and qualifications of several board members.

“JPMorgan Chase strongly endorses the re-election of its current directors. This is the same board, risk committee and audit committee that helped guide the company through the financial crisis without a single losing quarter and has led the company through three years of record performance,” said Kristin Lemkau, a JPMorgan spokeswoman.

In deciding how to vote, some JPMorgan shareholders are weighing whether the board’s lead director, Lee Raymond, the no-nonsense former chief executive of Exxon Mobil, is a strong enough counterbalance to Mr. Dimon. Some question whether Mr. Raymond has pushed back enough on decisions made by Mr. Dimon, saying he and the board appear to have been largely reactive. His defenders point out that he is a strong personality and was instrumental in the decision earlier this year to slash Mr. Dimon’s compensation by more than 50 percent, to $11.5 million.

Having a strong lead director has been important to BlackRock. The firm has previously said that it supports companies that do not have an independent chairman if the lead director is a strong figure and has, for example, the power to set board meetings and call meetings where management is not present. In JPMorgan’s case Mr. Raymond does both these things.

In voting, Governance for Owners does not have to follow BlackRock’s corporate governance philosophy, but will take it into account, according to people briefed on the matter. Governance for Owners, which advises shareholders on how to vote and also runs a small shareholder activism fund, did not respond to requests for comment.

BlackRock outsourced its voting because of a provision in the Bank Holding Company Act. Because of its ties to the PNC Financial Services Group, BlackRock is required to outsource its votes to independent third parties when ownership exceeds a certain threshold. This provision is aimed at stopping any one company from having inordinate influence over the banking industry. BlackRock appears to be the only major JPMorgan shareholder to be affected this way.

Behind the scenes, JPMorgan has been aggressively working to persuade shareholders to support having Mr. Dimon hold both the chairman and chief executive titles. Most shareholders will not vote until the week before the May 21 meeting and in the leadup, board members are sitting down with some of JPMorgan’s biggest shareholders to make their case.

“There’s a fundamental conflict in combining the roles of chairman and C.E.O.,” Anne Simpson, the director of corporate governance at Calpers, the big California public pension fund that is the bank’s 50th-biggest shareholder. “It’s all thrown into stark relief when you’re dealing with a company that’s too big to fail.” The pension fund plans to vote for a split.

Some directors and top bank executives say privately that it should be up to the board, not shareholders, to make the decision to sever the two roles.

They also contend that shareholders need to put the trading loss by the bank’s chief investment office in London in context. While the loss was damaging, they note it was an isolated incident and in some ways things have never been better at the bank. Last month, the bank reported its 12th consecutive quarterly profit, aided by strong revenue gains from investment banking and mortgage-related activity.

Still there is some concern that investors are unhappy with the fallout from the trading losses and persistent regulatory issues, wondering whether a board shake-up is needed to rein in Mr. Dimon.

The report by I.S.S. cites “material failures of stewardship and risk oversight” by the bank’s board after a multibillion-dollar trading loss last year. (Both I.S.S. and Glass, Lewis do not actually vote shares, but many investors follow their recommendations, or use them as a basis on how to vote.)

I.S.S.’s pointed criticism of JPMorgan directors and its recommendation that shareholders withhold support for three who serve on the board’s risk policy committee — David M. Cote, James S. Crown and Ellen V. Futter — was a rare move for the organization, which noted that its recommendation was usually only under “extraordinary circumstances.”

In its report, Glass, Lewis echoed the criticism of directors on the risk policy committee and recommended votes against three additional directors: Crandall C. Bowles, James A. Bell and Laban P. Jackson, who are members of the board’s audit committee.

“We believe that shareholders may justifiably expect that the audit committee of one of the nation’s largest banks, and one of the largest participants in the global capital and derivative markets, should act to ensure that the bank’s traders cannot obfuscate the values of their positions with as much ease as evidently occurred in the London Whale matter,” Glass, Lewis wrote.

Both the Glass, Lewis and I.S.S. reports raise questions about the independence of several board members.

The directors, the reports note, have business relationships with JPMorgan. Crandall C. Bowles, for example, as chairman of the board of Springs Industries, has a financial relationship with JPMorgan. The bank, according to I.S.S., is currently “acting as financial adviser” to Springs Industries and could participate “in financing” for a possible acquisition.

The financial relationships are transparent and fully disclosed to regulators and investors, a person close to the bank noted.

Michael J. de la Merced contributed reporting.

DealBook: Frank Bisignano, Top Lieutenant of Dimon, Is Leaving JPMorgan

Mark Lennihan/Associated PressJamie Dimon, left, the chief executive of JPMorgan Chase, and Frank Bisignano, co-chief operating officer.

A senior executive in the inner circle of Jamie Dimon, JPMorgan Chase’s chief executive, is leaving, the latest departure after the bank reported a multibillion-dollar trading loss last year.

Frank J. Bisignano, co-chief operating officer, will become chief executive of First Data Corporation, a payment processing firm, Mr. Dimon said in a statement on Sunday. The trading losses at the bank, the nation’s largest, have swelled to more than $6.2 billion since they were first disclosed almost a year ago.

Mr. Dimon said Matthew E. Zames, who shared the role of chief operating officer with Mr. Bisignano, would take over all aspects of the job, effective immediately.

“He is a proven business executive, who has performed exceptionally well since coming into his corporate role in May of last year,” Mr. Dimon said.

With Mr. Bisignano’s departure, executives who once surrounded Mr. Dimon as he helped steer the bank through the 2008 financial crisis will be even thinner. Several other executives have already left, including Heidi Miller, James E. Staley, Bill Winters and Steve Black.

Mr. Bisignano was promoted to co-chief operating officer last July as part of a broad management reshuffling. During his time at JPMorgan, Mr. Bisignano gained a reputation as a kind of Mr. Fix-It. His reputation had not been tarnished by the outsize bets made by traders in JPMorgan’s chief investment office.

He took the reins of JPMorgan’s floundering mortgage unit in 2011 just as the bank was grappling with thorny legal issues, including investors who accused the bank of selling shaky mortgage-backed securities that later imploded.

To root out the problems, Mr. Bisignano revamped the mortgage unit and unveiled a policy to address cases in which JPMorgan had wrongfully foreclosed on active-duty military members, a violation of federal law. He was a skilled manager at the bank and he kept a tight watch over the mortgage operations.

Mr. Bisignano will leave at a challenging time for JPMorgan, which once held special sway with federal regulators, in part because the bank largely sidestepped the financial crisis.

Now, JPMorgan is facing a criminal inquiry about whether it misled investors and regulators about the botched trades. Besides that inquiry, JPMorgan is dealing with investigations by at least eight federal agencies, including the Federal Deposit Insurance Corporation, the Commodity Futures Trading Commission and the Securities and Exchange Commission, according to the people with direct knowledge of the matter. Prosecutors are examining a variety of issues, including possible breakdowns in the bank’s controls of money-laundering activities.

The bank is also working to bolster its risk and compliance controls while repairing frayed relationships with regulators in Washington. The breakdown between JPMorgan and its primary regulator was illuminated during a Senate hearing and a report by the Senate’s Subcommittee on Investigations that painted a picture of a bank that sometimes took a defiant position with regulators.

To account for the trading losses, Mr. Dimon has testified before Congress and repeatedly apologized for the mistakes.

In his annual letter to shareholders this month, Mr. Dimon continued to be contrite. He vowed to continue improving risk controls, again expressing that the bank “let our regulators down.”

Mr. Dimon promised to redouble efforts to fix compliance problems. “We are reprioritizing our major projects and initiatives,” he said.

DealBook: JPMorgan Campaigns to Keep Dimon in 2 Top Jobs

Jacquelyn Martin/Associated PressJamie Dimon, chief executive and chairman of JPMorgan Chase.

JPMorgan Chase is working behind the scenes to avert a major potential embarrassment.

In anticipation of a crucial vote at next month’s annual meeting, board members are planning to sit down with some of the bank’s biggest shareholders to make their case that JPMorgan’s influential chief executive, Jamie Dimon, should keep his chairman title, according to several people briefed on the plans.

The campaigning, which shareholders indicate is unusually proactive this year, reflects the growing worries within JPMorgan that investors may be dissatisfied with management because of the continuing fallout from a multibillion-dollar trading debacle.

In the past, such investors say they usually received only a phone call from executives in the investor relations department or met with them in person. Along with director meetings, the company this year is also contacting smaller shareholders who previously might not have heard from the big bank at all.

Voting to split the roles would send a powerful message. Few big banks have separated the chairman and chief executive positions. And when they do, it generally occurs during a broader management shake-up, as in the case of Bank of America and Citigroup.

“As we approach our annual meeting, we are conducting our normal shareholder outreach program, which offers an opportunity to review company matters with investors and which sometimes includes conversations with directors,” Joe Evangelisti, a JPMorgan spokesman, said. “As we mentioned in our proxy filed last week, a director can be available for discussions with major shareholders.”

A few big shareholders can make a difference in either direction. Last year, roughly 40 percent of the JPMorgan investors supported a proposal to split the roles.

Firms that advise some of the nation’s largest shareholders are expected to recommend again that JPMorgan separate the posts of chief executives. Other big investors, including some that voted to keep the roles together last year, remain undecided, according to a number of shareholders who spoke on the condition of anonymity because of policies against talking to the media.

“If you separate the roles, there is another set of eyes and ears,” said Michael S. Levine, a portfolio manager at OppenheimerFunds. “That is not a bad thing, because there is more accountability.” But in comparison to its peers, he said, JPMorgan has done “arguably the best job.” On proxy matters, Oppenheimer, which owns 20 million JPMorgan shares, typically votes in line with the recommendations of the advisory firm, Institutional Shareholder Services.

While a shareholder vote in favor of splitting the positions would not be binding, it would put pressure on the board to split the roles. Such an outcome would also indicate that many shareholders had lost faith in Mr. Dimon, 57, a precipitous fall for an executive who successfully steered the bank through the turmoil of the financial crisis.

If the vote goes against the company and the board decides to split the role, some board members and shareholders are concerned that Mr. Dimon might resign rather than accept what would most likely be regarded as an affront. Several shareholders have said privately that succession is a major factor in their decision-making process. In meetings with directors, the shareholders said they expected to ask about succession planning, and the board’s ability to exert influence on bank management.

In recent years, companies have been moving to split the role of chairman and chief executive, either proactively or at the urging of shareholders. The move is aimed at creating stronger, independent boards, to keep management in check. Last year, Citigroup’s board, let by a strong-willed chairman, Michael E. O’Neill, voted to oust the chief executive, Vikram S. Pandit.

In February, a group of JPMorgan shareholders filed a resolution to divide the chairman and chief executive posts. Since then, those investors have been working to gather support for the proposal.

“We don’t believe the person responsible for these costly mistakes should be overseeing reforms,” said Denise L. Nappier, the Connecticut state treasurer and a supporter of the proposal.

The board, including the lead independent director, Lee R. Raymond, the former chief executive of Exxon Mobil, has been trying to flex its muscle in recent months. In January, directors voted to slash Mr. Dimon’s pay by more than 50 percent to $11.5 million, in response to the trading loss.

But ultimately the board supports Mr. Dimon. In March, the directors indicated in the proxy filing that he should keep the chairman and C.E.O. titles, encouraging shareholders to vote against the proposal. “The board has determined that the most effective leadership model for the firm currently is that Mr. Dimon serves as both,” the board said in the proxy filing.

Now, the board is dispatching directors to meet with shareholders, according to people briefed on the board’s plans. While these meetings have yet to take place, shareholders say the board is likely to stress that they understand the investors’ concerns — and that the board is on top of the company’s problems. JPMorgan is likely also to emphasis firm’s strong profitability in recent years, despite its recent missteps.

It is hard to predict the outcome of the vote.

JPMorgan is owned by a wide variety of shareholders. Well-known institutions like Fidelity Investments and the Vanguard Group are among the biggest holders, collectively owning more than 6 percent of the company. Both firms have a history of following the board’s voting recommendations at JPMorgan, according to data compiled for The New York Times by the research firms Fund Votes and Disclosure Matters.

Still, other shareholders have switched their position, according to the data providers. Last year, American Funds voted to split the roles at JPMorgan, after having opposed it in previous years. Funds managed by Franklin Templeton voted against a split in 2007, but they have favored it in subsequent years.

“The top shareholders, BlackRock and Vanguard, decide the outcome 82.2 percent of the time, and both of them have previously sided with management on this vote,” said Travis Dirks, the head of Rotary Gallop, a firm that is often hired to predict the outcome of proxy fights. “That is hard to defeat,” he said, adding that it would take hundreds of smaller shareholders to tip the scales.

Last year, JPMorgan held its annual meeting in May, shortly after it disclosed the trading loss to investors. One shareholder, who asked not to be named because of a policy against speaking to the media, said that last year the loss was fresh and it wasn’t a big factor in how his firm voted.

This year, he said, the decision isn’t as clear. The continuing fallout from the trading loss, including the bank’s frayed relationship with regulators and concerns about its risk controls, will factor into his vote. But he added that splitting the role could create more problems than it solves, by adding to the management upheaval.

Several shareholders say the lack of a clear succession plan is a significant issue. In the last two years, Mr. Dimon has remade the upper echelons of the bank’s management. More than half of the managers who helped lead the bank through the crisis have left, including James E. Staley, the former head of the investment bank, and Barry Zubrow, once the bank’s top regulatory officer. Those who remain at the bank are mostly younger executives, many of whom are in their 40s and not necessarily ready to take the reins.

“It’s tricky,” said the shareholder. “The reward for a lack of succession planning isn’t to leave Mr. Dimon with both titles. Yet we are worried about what he happens if he leaves.”

DealBook: JPMorgan Board Confirms Dual Role for Dimon

JPMorgan Chase’s board said on Friday that it was standing behind Jamie Dimon, the bank’s chairman and chief executive, in the face of calls from some investors that the two jobs be split.

In the bank’s proxy filing, the 11-member board said that Mr. Dimon should continue to hold both positions, as he has since 2006. “The board has determined that the most effective leadership model for the firm currently is that Mr. Dimon serves as both,” the filing said.

In the wake of a multibillion-dollar trading loss that roiled the bank’s executive ranks, some investors have been calling for JPMorgan to separate the roles. In February, a vocal group of shareholders, including the American Federation of State, County and Municipal Employees and pension funds in New York and Connecticut filed a resolution to divide the chairman and chief executive posts.

The effort appeared to gain momentum last week after a Senate hearing and scathing report into the trading losses, which stemmed from a soured bet on credit derivatives. The 301-page Senate report painted a critical portrait of Mr. Dimon. As the trades grew more disastrous in 2012, the chief executive failed to rein in the risk, the report found. Instead, he allowed JPMorgan to tweak its internal alarm system, allowing traders in the bank’s chief investment office to continue placing risky bets.

Since announcing the losses, which have swelled to roughly $6.2 billion, Mr. Dimon has struck a contrite note, moving aggressively to overhaul the bank’s management and risk controls.

On Friday, Denise L. Nappier, the Connecticut state treasurer, continued to call for a division of the chief executive and chairman roles.

“We don’t believe the person responsible for these costly mistakes should be overseeing reforms,” she said.

A nonbinding measure on a split received 40 percent backing from shareholders last year, and this year’s resolution is expected to gain new votes as scrutiny of Mr. Dimon grows.

In January, JPMorgan’s board cut Mr. Dimon’s compensation. The decision came after a series of marathon meetings led by Lee R. Raymond, the former chief executive of Exxon Mobil, who heads the board’s compensation committee. The board voted unanimously to reduce Mr. Dimon’s pay to $11.5 million, from $23.1 million a year earlier.

Despite that move, the board still supports Mr. Dimon. Under his leadership, the bank has had record profits.

After investigating the trading losses at the bank, the board determined that while Mr. Dimon had “ultimate responsibility” for the losses, he took strong steps to stem the losses and rectify the problems. In its filing on Friday, the board said Mr. Dimon “responded forcefully.”

A separate internal report into the trading losses led by Michael J. Cavanagh, co-head of the corporate and investment bank, largely aimed its most withering criticism on the executives who directly oversaw the traders making the troubled wagers.

DealBook: Dimon Leaves New York Fed Board as His Term Ends

Yuri Gripas/ReutersJamie Dimon, the chief executive of JPMorgan Chase.

Jamie Dimon, the chief executive of JPMorgan Chase, has left the board of the Federal Reserve Bank of New York, a position that had stirred some controversy after the bank’s big trading loss last year.

Mr. Dimon’s three-year term, his second on the board, expired at the end of December. While there are no official term limits, it is common for New York Fed directors to serve no more than two terms.

So far, Mr. Dimon has not been replaced. He was designated a Class A director, elected by and representing banks. Joseph Evangelisti, a spokesman for JPMorgan, declined to comment.

Mr. Dimon’s role on the board came under scrutiny last May, when JPMorgan announced a multibillion-dollar trading loss at the bank’s chief investment office in London. The incident raised questions about how the risky position could have gone undetected by regulators, which include the Federal Reserve.

At the time of the news, some called for Mr. Dimon to resign from the board, including Elizabeth Warren, who was at the time running for a Senate seat.

Another critic, Simon Johnson, a professor at the M.I.T. Sloan School of Management, drafted a petition in May that called for Mr. Dimon to resign.

“There is an undeniable perception problem,” Mr. Johnson wrote on the Economix blog of The New York Times. “It is damaging the legitimacy of the Federal Reserve.”

But others came to Mr. Dimon’s defense. Ernie Patrikis, a partner at White & Case and a former general counsel at the New York Fed, pointed out that the role of board members like Mr. Dimon was simply to provide the central bank with insight into the financial system.

“The information he provides is more than what he gets. It’s a one-sided relationship,” Mr. Patrikis said. “In my 30 years at the Fed, I never heard anyone say we should give a break to big bank or a small bank because the individual was a director.”

In addition to Class A directors, the board of the New York Fed includes Class B directors, who are elected by banks to represent the public, and Class C directors, who are appointed by the Federal Reserve Board and represent the public.

Mr. Dimon, who was one of three Class A directors, represented the biggest banks, with capital and surplus of more than $1 billion. His successor would also represent large banks.

Ina Drew, Jamie Dimon, and JPMorgan Chase’s $6 Billion Mistake

Christaan Felber for The New York TimesThe JPMorgan Chase headquarters (below) and the building where Ina Drew was given an office after leaving the bank (top).

In February of 2011, Jamie Dimon, the chief executive of?cer of JPMorgan Chase, approached the podium of one of the ballrooms at the Ritz-Carlton Hotel in Key Biscayne, Fla., where 300 senior executives from around the world were attending the bank’s annual off-site conference. By that time, the cold fear of the financial crisis was cordoned off in the near-distant past, replaced by a dawning recognition that the ensuing changes in business — the comparatively trifling risk limits, the dwindling bonuses, the elevated stress levels — might actually be permanent. That day, Dimon took the opportunity, according to a bank employee in attendance, to try to inspire his team, to rouse them from the industrywide sense of malaise. Yes, there were challenges, Dimon said, but it was the job of leadership to be strong. They should be prudent, but step up — be bold. He looked out into the audience, where Ina Drew, the 54-year-old chief investment officer, was sitting at one of the tables. “Ina,” he said, singling her out, “is bold.”

Ina Drew in 2008.

Perhaps by now when bankers hear that kind of public praise, they simultaneously hear a distant clanging, a dim alarm that provokes an undercurrent of anxiety. It seems inevitable that an acknowledgment of such star power will eventually lead to a fall, a big one, and one year and three months later, Drew succumbed. Her team had been bold, so bold that along with Dimon, she had become the public face attached to a $6 billion mistake, a trading loss so startling in size that it dominated the business press, put Dimon on the defensive and cost Drew her job. Over and over again, online and on television, in stories about the loss, the same corporate headshot appeared: a woman wearing a hot pink bouclé jacket, showing a smile so faint it was almost frank in its discomfort.

Drew never craved public recognition, which is one reason, up until the trading error, almost no one outside of Wall Street had heard of her. Her longstanding anonymity is astonishing only in retrospect: All told, she invested nearly $350 billion for JPMorgan Chase. Drew had her hand on a major economic lever and was one of the key figures whose judgment Dimon relied on in keeping the bank steady through the financial crisis. Drew was part of the team that helped establish him as a model of restraint at a time when other bankers offered only tongue-tied defenses of their reckless behavior. Now she was responsible for the traders who had made Dimon look as fallible as everyone else, and at the very moment when he was trying, once again, to assure government regulators that banks could manage themselves, that bankers could risk-proof their balance sheets.

The $6 billion blunder has turned out to be no more than a minor ding on JPMorgan Chase’s mighty balance sheet. The company’s stock has rebounded strongly, and the financial world has moved on to other obsessions. But for Ina Drew, this is a scorching moment of failure from which it could be hard to recover. In 30 years in the banking industry, she ascended to a level of power and wealth that few women have known. Her rise tells an unlikely story of what it takes to succeed as an interloper in the Wall Street boys’ club. Her fall is a murkier tale about how executives are coping with the growing public scrutiny and skepticism about what exactly banks are doing with all our money. Five years ago, would anyone have cared about a large trading loss incurred by a strong, well-capitalized bank? When the business press, including this paper, first started digging into the debacle, it seemed possible that Dimon himself could go down. He didn’t, of course, but the conversation reflects how precarious power in banking has become. Nobody understands that better now than Ina Drew. But who exactly was she? She has declined to speak to the media, and various investigations are continuing that will reveal a more complete picture of the story. But interviews with dozens of friends and former colleagues over the last three months begin to fill in the picture of a woman whose career traced a period of dramatic change on Wall Street.