A Close Look at JPMorgan Chase GC's Stock Moves

A Close Look at JPMorgan Chase GC's Stock Moves

Note: This article has been updated to clarify information that appeared in SEC filings, and to add a more recent stock sale.

After battling a raft of corporate legal problems, JPMorgan Chase & Co. general counsel Stephen Cutler has sold about $5 million in stock, though he holds significantly more now.

A study of his Form 4 filings with the U.S. Securities and Exchange Commission shows that Cutler sold 43,997 shares of stock worth $2.6 million on July 16, and another $2.4 million worth on April 14.

Cutler’s past stock sales were $2.2 million in 2013, $0.4 million in 2012 and $0.4 million in 2011. But the bank said his ownership of company stock has increased each year since he joined the company in 2007, as a result of vestings of restricted stock unit awards and exercises of options in the form of stock appreciation rights.

Previously the GC exercised stock options on January 22 and January 16 valued at $6.2 million. The bank said while Cutler exercised those options, he still holds the stock. Under the company’s plan, shares from an option exercise must be held at least five years from the date the option was granted.

Cutler’s most recent stock move came July 25 when he exercised 100,000 stock options, resulting in 84,345 shares surrendered to the company for taxes and exercise price, while he retained 15,655 shares.

His April and July sales were automatic ones that occurred under a timetable previously established under SEC Rule 10b5-1, the bank said. He does not control the timing or number of shares once the program has been established.

The SEC’s rule allows major shareholders to sell a predetermined number of shares at a predetermined time. Such “plans are used by many corporate executives in an attempt to avoid accusations of insider trading,” explains Investopedia.

So not to worry, the GC hasn’t depleted his stock. After his most recent sale, Cutler still owns 173,093 shares of Chase stock, worth roughly $10 million. And more is on the way.

The SEC filings show that on January 22 he received 95,897 restricted stock units as an equity incentive, with half vesting in January of 2016 and half in January 2017.

But wait, there’s more. On January 13 Cutler received 61,957 shares after tax from a vesting of 122,882 restricted stock units.

Cutler received his lucrative incentive packages even though the beleaguered bank has paid out more than $20 billion in the past year in fines, penalties and legal settlements with both regulators and clients due to faulty mortgage and securities practices.

He has been Chase’s general counsel since February 2007. Prior to that, he was a partner and cochair of the securities department at Wilmer Cutler Pickering Hale and Dorr since October 2005. And before joining the law firm, he was director of the Division of Enforcement at the SEC for four years.

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