2023 Director Compensation Program
In 2021, our shareholders approved an amended and restated SIP, which fixed the amount of annual director compensation for service on our Board. Consistent with our SIP, our 2023 Director Compensation Program consisted of:
| Components of Director Compensation Program for 2023 Service(a) | Annual Value of Award | Form and Timing of Payment |
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| Annual RSU Grant | $350,000 | RSUs, granted annually in arrears(b) |
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| Annual Retainer | $100,000 | RSUs or cash, as per director election, paid quarterly in arrears(c) |
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| Total Annual Base Compensation | $450,000 | |
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| Committee Chair Fee (if applicable) | $25,000 | RSUs or cash, as per director election, paid quarterly in arrears(c) |
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| (a) | Compensation is prorated, as applicable, according to the number of months served. In connection with Board service, our directors do not receive any incremental fees for attending Board or Committee meetings or serving on special committees formed from time to time. Mr. Solomon does not participate in our Director Compensation Program and did not receive any incremental compensation for service on our Board. Directors who also serve on the board of one of our subsidiaries also receive (as applicable) $50,000 for service as a subsidiary board member or $100,000 for service as a subsidiary board chair. |
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| (b) | RSUs granted on January 17, 2024 for service in 2023. |
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| (c) | RSU grants and cash payments were made quarterly (with RSU grants made on each of April 19, 2023, July 20, 2023, October 18, 2023 and January 17, 2024) over the course of the year. |
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In December 2023, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2024 Director Compensation Program in an amount unchanged from 2023 levels. In connection with this review, the Governance Committee took into account:
| ∎ | Advice from its independent consultant, including with respect to benchmarking on the form, structure and amount of peer director compensation; |
| ∎ | The amount and structure of the compensation program; |
| ∎ | Feedback from stakeholders; and |
| ∎ | Commitments made in connection with the August 2020 settlement of the director compensation litigation, including the commitment that annual director compensation for service on our Board not exceed the current levels fixed in the SIP. |
| Key Features of Director Compensation |
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| ∎ Is designed to attract and retain highly qualified and diverse directors ∎ Appropriately values the significant time commitment required of our directors ∎ Effectively and meaningfully aligns interests of directors with long-term shareholder interests ∎ Recognizes the highly regulated and complex nature of our global business and the requisite skills and experience represented among our Board members ∎ Takes into account the focus on Board governance and oversight of financial firms ∎ Reflects the shared responsibility of all directors | | Significant Time Commitment by Directors |
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| In addition to preparation for and attendance at Board and Committee meetings, our directors are engaged in a variety of other ways, including: ∎ Receiving and reviewing postings on significant developments and weekly informational packages ∎ Communicating and meeting with each other, senior management and key employees around the globe ∎ Meeting with our regulators ∎ Participating in firm and industry conferences and other external engagements on behalf of the Board ∎ Engaging with investors (our Lead Director and other directors as may be appropriate from time to time) ∎ Serving on subsidiary boards, as applicable | |
| 70 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
Program features emphasize long-term alignment between director and shareholder interests.
| What We Do Emphasis on Equity Compensation: The majority of director compensation is in the form of vested equity-based awards (RSUs). Directors may elect to receive 100% of their director compensation in the form of RSUs Hold-through Retirement Requirement: » Directors must hold all RSUs granted to themduring their entire tenure » Shares of Common Stock underlying theRSUs do not deliver until after a director’sretirement Equity Ownership Requirements: Directors are required to own at least 5,000 shares of Common Stock or vested RSUs, with a five-year transition period for new directors | Maximum of 30% in cash, if elected by director Minimum of 70% equity compensation What We Don’t Do | |
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| No fees for attending meetings—attendance is expected and compensation is not dependent on Board meeting schedule |
| No fees for membership on special committees formed from time to time |
| No undue focus on short-term stock performance — director pay aligns with compensation philosophy, not short-term fluctuations in stock price |
| No hedging or pledging of RSUs permitted |
| No hedging of shares of Common Stock permitted |
| No director has shares of Common Stock subject to a pledge |
Retention of Independent Director Compensation Consultant
In 2023, our Governance Committee reappointed FW Cook, a compensation consultant, to conduct an independent review of our Director Compensation Program. FW Cook assessed the structure of our Director Compensation Program and its value compared to competitive market practices, taking into account the emphasis on equity compensation, the hold-through retirement requirement and other restrictions on the RSUs, as well as the August 2020 resolution of the director compensation litigation and the fixed amount of annual director compensation specified in the SIP, which was approved by our shareholders at the 2021 Annual Meeting.
FW Cook determined that the Director Compensation Program remained competitive with the market and continued to align the interests of our directors with the long-term interests of our shareholders.
Our Governance Committee determined that FW Cook is independent and has no conflicts of interest in providing services to our Governance Committee.
2023 Director Summary Compensation Table
The following table sets forth the compensation for our directors as determined by SEC rules, which require us to include equity awards granted during 2023 and cash compensation earned for 2023. As noted above, the Annual Retainer and/or Committee Chair Fee is paid or granted quarterly, in arrears, and the Annual Grant is made shortly after year-end. Accordingly, this table includes:
| ∎ | RSUs granted in January 2023 (2022 Annual Grant, and the fourth quarter grant of the 2022 Annual Retainer and, as applicable, Committee Chair Fee) for services performed in 2022 for directors who elected RSUs; |
| ∎ | RSUs granted during 2023 (the first three quarters of the 2023 Annual Retainer and, as applicable, Committee Chair Fee) for services performed in 2023 for directors who elected RSUs; and |
| Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 71 |
| ∎ | Cash earned for services performed in 2023 (2023 Annual Retainer and, as applicable, Committee Chair Fee) for directors who elected cash. |
This table also includes information in “All Other Compensation” on compensation received by certain directors who also serve on the board of one of our subsidiaries, in recognition of the additional time and workload associated with these roles.
| 2023 Fees Earned or Paid in Cash ($)(a) · Stock Awards ($) · All Other Compensation ($)(d)(e) · Total ($) |
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| 2022 Program(b) · 2023 Program(c) · Total |
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| Michele Burns | 100,000 | 349,788 | — | 349,788 | 61,667 | 511,445 |
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| Drew Faust* | 33,333 | 349,788 | — | 349,788 | 20,000 | 403,121 |
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| Mark Flaherty | 100,000 | 349,788 | — | 349,788 | 20,000 | 469,788 |
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| Kimberley Harris | 118,750 | 349,788 | — | 349,788 | 20,000 | 488,538 |
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| Kevin Johnson | — | 112,058 | 75,591 | 187,649 | 24,227 | 211,876 |
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| Ellen Kullman | 125,000 | 380,159 | — | 380,159 | 20,000 | 525,159 |
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| Lakshmi Mittal | — | 374,224 | 75,591 | 449,815 | — | 449,815 |
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| Thomas Montag | 50,000 | — | — | — | 5,000 | 55,000 |
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| Adebayo Ogunlesi | — | 380,159 | 94,312 | 474,471 | — | 474,471 |
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| Peter Oppenheimer | — | 380,159 | 94,312 | 474,471 | 91,212 | 565,683 |
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| Jan Tighe | 100,000 | 374,224 | — | 374,224 | 49,524 | 523,748 |
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| Jessica Uhl | 100,000 | 374,224 | — | 374,224 | 20,000 | 494,224 |
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| David Viniar | 125,000 | 349,788 | — | 349,788 | 20,000 | 494,788 |
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| Mark Winkelman* | 10,417 | 380,159 | 31,331 | 411,490 | 24,167 | 446,073 |
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| * | Drew Faust and Mark Winkelman retired from our Board at the 2023 Annual Meeting. |
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| (a) | Includes 2023 Annual Retainer and, as applicable, 2023 Committee Chair Fee. For 2023, Ms. Kullman and Mr. Viniar elected to receive their Annual Retainers and Committee Chair Fees in cash; Ms. Harris elected to receive her Annual Retainer and prorated Committee Chair Fee in cash; Ms. Burns, Mr. Flaherty, Vice Admiral Tighe and Ms. Uhl elected to receive their Annual Retainers in cash and Dr. Faust and Mr. Montag elected to receive their prorated Annual Retainers in cash. Mr. Winkelman received a portion of his 2023 Annual Retainer and Chair Fee in RSUs per his election and a portion in cash pursuant to the terms of the award agreement in light of his retirement. |
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| (b) | Includes 2022 Annual Grant and, as applicable, the fourth quarter grant of the 2022 Annual Retainer and/or Committee Chair Fee. These values reflect the grant date fair value of RSUs granted on January 18, 2023 for service in 2022 based on the closing price per share of Common Stock on the NYSE on the date of grant ($349.09). These RSUs were vested upon grant and provide for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from our Board. For 2022, Messrs. Ogunlesi, Oppenheimer and Winkelman and Ms. Kullman elected to receive their Annual Retainers and Committee Chair Fees in RSUs; Mr. Mittal, Vice Admiral Tighe and Ms. Uhl elected to receive their Annual Retainers in RSUs; and Mr. Johnson elected to receive his prorated annual retainer in RSUs. |
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| (c) | Includes 2023 Annual Retainer and, as applicable, 2023 Committee Chair Fee. These values reflect the grant date fair value of RSUs granted for the first through third quarters during 2023 for service in 2023. The grant date fair value of these RSUs was based on the closing price per share of Common Stock on the NYSE on each applicable grant date: April 19, 2023 ($336.89), July 20, 2023 ($350.86) and October 18, 2023 ($301.96). These RSUs were vested upon grant and provide for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from our Board. RSUs in respect of the fourth quarter grant of the 2023 Annual Retainer and 2023 Annual Committee Chair Fee, as well as the 2023 Annual Grant, were granted on January 17, 2024 and are not required to be disclosed in this table but will be reflected in the 2024 Director Summary Compensation table in our proxy statement for our 2025 Annual Meeting of Shareholders, per SEC rules. |
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| (d) | These values reflect the amounts that were donated to charities by our firm to match personal donations made by non-employee directors in connection with requests by these directors made prior to February 26, 2024 under the Goldman Sachs employee matching gift program for 2023. We allow our directors to participate in our employee matching gift program on the same terms as our non-PMD employees, matching gifts of up to $20,000 per participating individual. |
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| (e) | In addition to the amounts donated to charities as described in footnote (d) above, our directors who serve on a board of one of our subsidiaries receive a cash retainer of $50,000 for service as a subsidiary member (Ms. Burns, Vice Admiral Tighe and Mr. Johnson and, formerly, Mr. Winkelman) or $100,000 for service as a subsidiary board chair (Mr. Oppenheimer). The subsidiary board retainer may be paid at the director’s election in RSUs (with any such RSUs granted consistent with the RSUs described in footnote (c) above, and providing for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from the applicable subsidiary board). The subsidiary board retainer is prorated, as applicable, according to the number of months served. For Ms. Burns and Mr. Winkelman, the amounts included represent their respective cash retainers for Goldman Sachs International board service during 2023, and for Messrs. Johnson and Oppenheimer and Vice Admiral Tighe, the amounts represent the value of RSUs granted during 2023 (for the first through third quarters) in respect of their 2023 GS Bank board service. |
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Please refer to Beneficial Ownership for information pertaining to the outstanding equity awards (all of which are vested) held by each director as of February 26, 2024, including RSUs granted in January 2024 (for the 2023 Annual Grant, the fourth quarter grant for the 2023 Annual Retainer and, as applicable, Committee Chair Fee and the fourth quarter grant for the 2023 subsidiary retainer, as applicable) for services performed in 2023.
For more information on the work of our Board and its Committees, see Corporate Governance.
| 72 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
AUDIT MATTERS—ITEM 3. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024
ASSESSMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
