2024 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 2024 Director Compensation Program consisted of:
| Components of Director Compensation Program for 2024 Service(a)(b) | Annual Value of Award | Form and Timing of Payment |
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| Annual RSU Grant | $350,000 | RSUs, granted annually in arrears |
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| Annual Retainer | $100,000 | RSUs or cash, as per director election, paid quarterly in arrears |
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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 |
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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. The Chair of the TRiS receives compensation as a Committee Chair. |
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| (b) | Directors who also serve on the board of one of our subsidiaries (e.g., Goldman Sachs Bank USA, Goldman Sachs International) also receive (as applicable) $50,000 for service as a subsidiary board member or $100,000 for service as a subsidiary board chair in recognition of the additional time and workload associated with these roles. |
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In December 2024, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2025 Director Compensation Program in an amount unchanged from 2024 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 director compensation; |
| ∎ | The amount and structure of the compensation program; |
| ∎ | Feedback from stakeholders; and |
| ∎ | The Director Compensation Program limits in the 2025 SIP, proposed for approval at the 2025 Annual Meeting (see —Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2025)). |
| Key Features of Director Compensation |
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| ∎ Designed to attract and retain highly qualified directors with diverse skills, experiences & viewpoints ∎ 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 ∎ 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 | |
| 72 | Goldman Sachs | Proxy Statement for the 2025 Annual Meeting of Shareholders |
RETENTION OF INDEPENDENT DIRECTOR COMPENSATION CONSULTANT
Program features emphasize long-term alignment between director and shareholder interests.
| What We Do | What We Don’t Do |
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| Emphasis on Equity Compensation: The majority of director compensation (at least 70%) 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 | 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 |
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| Hold-through Retirement Requirement: » Directors must hold all RSUs granted to them during their entire tenure » Shares of Common Stock underlying the RSUs do not deliver until after a director’s retirement |
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| Equity Ownership Requirements: Directors are required to own at least 5,000 shares of Common Stock or vested RSUs, with a transition period for new directors |
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Retention of Independent Director Compensation Consultant
In 2024, 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 fixed amount of annual director compensation specified in the 2021 SIP.
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.
2024 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 2024 and cash compensation earned for 2024. The Annual Retainer and/or Committee Chair Fee is paid or granted quarterly, in arrears, in accordance with director elections, and the Annual Grant is made shortly after year-end. Accordingly, this table includes (as may be applicable depending on director election and/or Chair role):
| ∎ | RSUs granted in January 2024 for services performed in 2023 (2023 Annual Grant and fourth quarter grant of the 2023 Annual Retainer and Committee Chair Fee); |
| ∎ | RSUs granted during 2024 for services performed in 2024 (the first three quarters of the 2024 Annual Retainer and Committee Chair Fee); and |
| ∎ | Cash earned for services performed in 2024 (2024 Annual Retainer and Committee Chair Fee). |
| Proxy Statement for the 2025 Annual Meeting of Shareholders | Goldman Sachs | 73 |
2024 DIRECTOR SUMMARY COMPENSATION TABLE
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.
| 2024 Fees Earned or Paid in Cash ($)(a) · Stock Awards ($)(b) · All Other Compensation ($)(e)(f) · Total ($) |
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| 2023 Program(c) · 2024 Program(d) · Total |
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| Michele Burns | 100,000 | 349,646 | — | 349,646 | 70,000 | 519,646 |
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| Mark Flaherty | 100,000 | 349,646 | — | 349,646 | 20,000 | 469,646 |
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| Kimberley Harris | 125,000 | 349,646 | — | 349,646 | 20,000 | 494,646 |
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| John Hess* | 58,333 | — | — | — | — | 58,333 |
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| Kevin Johnson | — | 373,785 | 75,586 | 449,371 | 70,816 | 520,187 |
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| Ellen Kullman | 125,000 | 349,646 | — | 349,646 | 20,000 | 494,646 |
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| Lakshmi Mittal | — | 373,785 | 75,586 | 449,371 | — | 449,371 |
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| Thomas Montag | 118,750 | 174,634 | — | 174,634 | 20,000 | 313,384 |
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| Adebayo Ogunlesi* | 10,417 | 380,197 | 31,352 | 411,549 | — | 421,966 |
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| Peter Oppenheimer | — | 380,197 | 94,304 | 474,501 | 120,858 | 595,359 |
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| Jan Tighe | 114,583 | 349,646 | — | 349,646 | 70,816 | 535,045 |
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| Jessica Uhl* | 33,333 | 349,646 | — | 349,646 | 20,000 | 402,979 |
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| David Viniar | 125,000 | 349,646 | — | 349,646 | 20,000 | 494,646 |
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| * | Adebayo Ogunlesi and Jessica Uhl retired from our Board at the 2024 Annual Meeting. Mr. Hess joined our Board in June 2024. |
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| (a) | Includes 2024 Annual Retainer and, as applicable, 2024 Committee Chair Fee. For 2024, each of Ms. Burns, Ms. Harris, Ms. Kullman, Vice Admiral Tighe and Ms. Uhl and Messrs. Flaherty, Hess, Montag and Viniar elected to receive their Annual Retainer and, as applicable, Committee Chair Fees in cash (with proration, as applicable, for the number of months served). Mr. Ogunlesi received a portion of his 2024 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) | 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. |
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| (c) | Includes 2023 Annual Grant (for all directors who served during 2023, with proration, as applicable, for the number of months served) and, for each of Messrs. Johnson, Mittal, Ogunlesi and Oppenheimer pursuant to their 2023 election, the fourth quarter grant of the 2023 Annual Retainer and/or Committee Chair Fee. These values reflect the grant date fair value of RSUs granted on January 17, 2024 for service in 2023 based on the closing price per share of Common Stock on the NYSE on the date of grant ($377.18). |
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| (d) | Includes 2024 Annual Retainer and, as applicable, 2024 Committee Chair Fee for each of Messrs. Johnson, Mittal, Ogunlesi (prior to his retirement) and Oppenheimer pursuant to their 2024 election (with proration, as applicable, for the number of months served). These values reflect the grant date fair value of RSUs granted for the first through third quarters during 2024 for service in 2024. 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 16, 2024 ($396.86), July 16, 2024 ($503.02) and October 16, 2024 ($529.86). RSUs in respect of the fourth quarter grant of the 2024 Annual Retainer and 2024 Committee Chair Fee, as well as the 2024 Annual Grant, were granted on January 16, 2025 and are not required to be disclosed in this table but will be reflected in the 2025 Director Summary Compensation Table in our proxy statement for our 2026 Annual Meeting of Shareholders, per SEC rules. |
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| (e) | These values include 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 24, 2025 under the Goldman Sachs employee matching gift program for 2024. 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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| (f) | Our directors who also served on the board of one of our subsidiaries during 2024 were entitled to a cash retainer of $50,000 for service as a subsidiary board member (Ms. Burns, Mr. Johnson and Vice Admiral Tighe) or $100,000 for service as a subsidiary board chair (Mr. Oppenheimer). If applicable, the subsidiary board retainer is prorated according to the number of months served. For Ms. Burns, the amount included represents her cash retainer for Goldman Sachs International board service during 2024. Each of Messrs. Johnson and Oppenheimer and Vice Admiral Tighe elected to have such subsidiary board retainer paid in RSUs (with any such RSUs granted consistent with the RSUs described in footnote (d) 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). To this end, the amounts included represent the value of RSUs granted in 2024 for GS Bank board service (the fourth quarter grant made in January 2024 for service in 2023 and the first through third quarter grants for 2024 service). |
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We also reimburse directors for theirout-of-pocket expenses (or pay such expenses directly) (such as with respect to travel and lodging) in connection with attendance of Board meetings or performance of other services for our firm in their capacities as directors.
Please refer to Beneficial Ownershipfor information pertaining to the outstanding equity awards (all of which are vested) held by each director as of February 24, 2025, including RSUs granted in January 2025 for services performed in 2024 (the 2024 Annual Grant, the fourth quarter grant for the 2024 Annual Retainer and, as applicable, Committee Chair Fee and the fourth quarter grant for the 2024 subsidiary retainer, as applicable).
For more information on the work of our Board and its Committees, see Corporate Governance.
| 74 | Goldman Sachs | Proxy Statement for the 2025 Annual Meeting of Shareholders |
KEY FACTS ABOUT THE 2025 SIP
