GOLDMAN SACHS GROUP INC
For the period ended Apr 23, 2025. Filed Mar 14, 2025.
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Apr 23, 2025 · Filed Mar 14, 2025
Contents
Equity-Based Long-Term Incentive: Retention RSUs
Retention RSUs reflect the Board’s desire to retain the current CEO and COO as a senior leadership team and maintain a strong succession plan for the future of the firm.
| As previously announced, in January 2025, the independent directors of the Board, as recommended by our independent Compensation Committee, granted Retention RSUs to each of David Solomon and John Waldron. The Retention RSUs reflect the Board’s desire to retain the current CEO and COO as a senior leadership team, sustain the strong momentum they have demonstrated in executing on our firmwide strategic priorities, help promote stability and continuity in our senior leadership and maintain a strong succession plan for the future of the firm. Among other considerations, the Board took into account each of Mr. Solomon’s and Mr. Waldron’s strategic leadership and performance over their tenures. The Board also noted that the future annual expense of the Retention RSUs represented approximately 0.2% of the firm’s 2024 compensation and benefits expense. | Promote retention and stability in senior leadership | Further enhance alignment with long- term shareholder value creation (100% stock- based) | ||
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| Sustain momentum in strong execution of firmwide strategic priorities | Recognize strong performance and strategic leadership over CEO/COO tenures |
The Retention RSUs are 100% stock-based awards, and therefore further enhance Messrs. Solomon’s and Waldron’s alignment with long-term shareholder value creation. The Retention RSUs were not awarded as part of Messrs. Solomon’s and Waldron’s annual compensation. 2024 annual compensation was determined based on the factors described in—How our Compensation Committee Makes Decisionsand—2024 Annual Compensation above.
Key Terms of the Retention RSUs
| Grant Amount | ∎ 130,508 RSUs ($80 million grant date value) ∎ The number of Retention RSUs determined based on a conversion price of $612.99, the closing price per share of Common Stock on the NYSE on January 16, 2025, the grant date ∎ Retention RSUs include a dividend equivalent right |
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| Vesting | Five-year cliff vesting (will not vest until January 2030, subject to continuous service with Goldman Sachs and with only certain limited exceptions provided in the applicable award agreement and the SIP, such as death and disability). |
| Form of Settlement | Settled 100% in shares of Common Stock following the end of the five-year vesting period. Shares delivered pursuant to the Retention RSUs will be subject to the firm’s stock ownership guidelines and retention requirements (see —Other Compensation Policies and Practices). |
| Recapture Provisions | Retention RSUs will be subject to the firm’s forfeiture and clawback provisions (see —Other Compensation Policies and Practices). |
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