J.P. Morgan Chase & Co. will replace lead independent director Lee R. Raymond in a few months, the company said in a supplemental proxy statement filed May 1 with the Securities and Exchange Commission.
"The corporate governance and nominating committee undertook a formal process to appoint a new lead independent director," the document said. "We plan to announce a new independent lead director by the end of the summer."
The announcement, which notes the lead independent director is appointed annually by the independent directors on the board, adds detail to the company's initial proxy statement.
In an April 6 letter to shareholders that accompanied the initial proxy statement, Jamie Dimon, J.P. Morgan Chase chairman and CEO, and Mr. Raymond reported that "Lee has advised that, while it has been an honor to serve as the board's lead independent director and he is continuing to serve in that role, he has asked the board to start a formal process to identify his successor."
The statement provided no details or timetable.
"This is a normal rotation that was announced in the original proxy more than a month ago," spokesman Michael Fusco said Monday in response to questions about the SEC filing. He didn't provide additional information.
Mr. Raymond, 81, has been lead independent director since 2001, and he is standing for re-election at the company's May 19 annual meeting.
He is a former chairman and CEO of ExxonMobil Corp., and his decadeslong role in the fossil-fuel industry has prompted environmental groups and some pension funds to oppose his re-election.
Between the April 6 proxy filing and the May 1 supplemental proxy filing, Scott M. Stringer, the New York City comptroller and city pension system fiduciary, asked J.P. Morgan Chase shareholders to vote against Mr. Raymond.
In a news release April 22, Mr. Stringer said he was representing three of the five pension funds in the New York City system in advocating a "no" vote. The three pension funds had a total of $155.1 billion in assets within a total system of $211.2 billion as of Feb. 29, the latest data available.
The city pension system has about 2.4 million shares, or about $218 million, of J.P. Morgan stock, according to an April 22 news release. "We are urging shareowners to vote 'no' on Lee Raymond because his long history in the fossil-fuel industry and excessive tenure on J.P. Morgan's board render him unable to fulfill his fiduciary duty as an independent public company director for long-term investors," Mr. Stringer said in the news release.
Also on April 22, Thomas P. DiNapoli, the New York state comptroller, urged shareholders to oppose Mr. Raymond. Mr. DiNapoli is the sole trustee of the $225.9 billion New York State Common Retirement Fund, Albany, which held 7.74 million shares worth $696.8 million as of March 31.
"The New York State Common Retirement Fund has long been concerned about pay-for-performance misalignment at its portfolio companies," Mr. DiNapoli said in a prepared statement. "To promote good governance practices and to protect shareholder value, we regularly hold directors accountable for failing to set responsible executive compensation levels. Lee Raymond is no exception."
Also on April 22, Pennsylvania Treasurer Joe Torsella announced he would vote against Mr. Raymond as lead independent director.
"I have fought to increase the value of the shares we hold by pushing companies to embrace real oversight and governance reforms," Mr. Torsella said in a prepared statement. "We know that effective oversight can only happen when a board has real independence from management. And we know that being in a Wall Street boardroom for too long tends to cloud one's judgment. Those principles are just simple common sense, but Lee Raymond has failed to adopt them in his very long time as lead independent director at J.P. Morgan Chase."
