GOLDMAN SACHS GROUP INC
For the period ended Apr 29, 2026. Filed Mar 20, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2026 · Filed Mar 20, 2026
Contents
Director Compensation Program
2025 Director Compensation Program
At our 2025 Annual Meeting, our shareholders approved an amended and restated SIP, which includes fixed Director Compensation Program limits. Consistent with these limits, our 2025 Director Compensation Program consisted of:
| Components of Director Compensation Programfor 2025 Service(a)(b) | Annual Value ofAward | Form and Timing of Payment |
|---|---|---|
| Annual RSU Grant | $350,000 | RSUs, granted annually in arrears |
| Annual Retainer | $100,000 | RSUs or cash, as per director election, paid quarterly in arrears |
| Total Annual Base Compensation | $450,000 | |
| Committee Chair Fee (if applicable) | $25,000 | RSUs or cash, as per director election, paid quarterly in arrears |
(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. Messrs. Solomon and Waldron do 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. (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.
In December 2025, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 2026 Director Compensation Program in an amount unchanged from 2025 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.
Key Features of Director Compensation
| ∎ 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 | |
|---|---|---|
| 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 2026 Annual Meeting of Shareholders
COMPENSATION MATTERS—DIRECTOR COMPENSATION PROGRAM
2025 director summary compensation table
Program features emphasize long-term alignment between director and shareholder interests.
Retention of Independent Director Compensation Consultant
In 2025, 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 Director Compensation Program limits specified in the 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.
2025 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 2025 and cash compensation earned for 2025. 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 2025 for services performed in 2024 (2024 Annual Grant and fourth quarter grant of the 2024 Annual Retainer and Committee Chair Fee);
∎RSUs granted during 2025 for services performed in 2025 (the first three quarters of the 2025 Annual Retainer and Committee Chair Fee); and
∎Cash earned for services performed in 2025 (2025 Annual Retainer and Committee Chair Fee).
What We Do 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 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 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 What We Don’t Do 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
Proxy Statement forthe 2026 Annual Meeting of Shareholders | Goldman Sachs 73
COMPENSATION MATTERS—DIRECTOR COMPENSATION PROGRAM
2025 DIRECTOR SUMMARY COMPENSATION TABLE
This table also includes information in the “All Other Compensation” column 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.
| 2025 FeesEarned or Paid · Stock Awards ($)(b) · All OtherCompensation · Total ($) | ||||||
|---|---|---|---|---|---|---|
| in Cash ($)(a) · 2024 Program(c) · 2025 Program(d) · Total · ($)(e)(f) | ||||||
| Michele Burns | 100,000 | 349,404 | — | 349,404 | 70,000 | 519,404 |
| Mark Flaherty | — | 349,404 | 76,146 | 425,550 | 26,797 | 452,347 |
| Kimberley Harris | 125,000 | 349,404 | — | 349,404 | 20,000 | 494,404 |
| John Hess | — | 204,126 | 76,146 | 280,272 | — | 280,272 |
| Kevin Johnson | — | 373,311 | 76,146 | 449,457 | 83,307 | 532,764 |
| Ellen Kullman | 125,000 | 349,404 | — | 349,404 | 20,000 | 494,404 |
| KC McClure* | — | — | 67,512 | 67,512 | — | 67,512 |
| Lakshmi Mittal | — | 373,311 | 76,146 | 449,457 | — | 449,457 |
| Thomas Montag | 125,000 | 349,404 | — | 349,404 | 20,000 | 494,404 |
| Peter Oppenheimer | — | 380,054 | 94,737 | 474,791 | 121,279 | 596,070 |
| Jan Tighe | 125,000 | 349,404 | — | 349,404 | 107,361 | 581,765 |
| David Viniar | 125,000 | 349,404 | — | 349,404 | 20,000 | 494,404 |
* Ms. McClure joined our Board in February 2025. (a) Includes 2025 Annual Retainer and, as applicable, 2025 Committee Chair Fee. For 2025, each of Ms. Burns, Ms. Harris, Ms. Kullman and Vice Admiral Tighe and Messrs. Montag and Viniar elected to receive their Annual Retainer and, as applicable, Committee Chair Fees in cash. (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. (c) Includes 2024 Annual Grant (for all directors who served during 2024, with proration, as applicable, for the number of months served) and, for each of Messrs. Johnson, Mittal and Oppenheimer pursuant to their 2024 election, the fourth quarter grant of the 2024 Annual Retainer and/or Committee Chair Fee, as applicable. These values reflect the grant date fair value of RSUs granted on January 16, 2025 for service in 2024 based on the closing price per share of Common Stock on the NYSE on the date of grant ($612.99). (d) Includes 2025 Annual Retainer and, as applicable, 2025 Committee Chair Fee for each of Messrs. Flaherty, Hess, Johnson, Mittal and Oppenheimer and Ms. McClure pursuant to their 2025 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 2025 for service in 2025. 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 15, 2025 ($507.89), July 17, 2025 ($705.84) and October 15, 2025 ($767.93). RSUs in respect of the fourth quarter grant of the 2025 Annual Retainer and 2025 Committee Chair Fee, as well as the 2025 Annual Grant, were granted on January 16, 2026 and are not required to be disclosed in this table but will be reflected in the 2026 Director Summary Compensation Table in our proxy statement for our 2027 Annual Meeting of Shareholders, per SEC rules. (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 March 2, 2026 under the Goldman Sachs employee matching gift program for 2025. 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. (f) Our directors who also served on the board of one of our subsidiaries during 2025 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 2025. Each of Messrs. Johnson and Oppenheimer 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 2025 for Goldman Sachs Bank USA board service (the fourth quarter grant made in January 2025 for service in 2024 and the first through third quarter grants for 2025 service). For Vice Admiral Tighe, the amount included represents her cash retainer for Goldman Sachs Bank USA board service during 2025, as well as the fourth quarter grant of RSUs made in January 2025 for service in 2024.We also reimburse directors for the incremental cost of travel expenses incurred for spouses or partners when we request spouse/partner attendance at an event (such as a client dinner) or may pay such costs directly; such amounts are included as applicable pursuant to SEC rules.
We reimburse directors for their out-of-pocket expenses (or pay such expenses directly) (such as with respect to travel and lodging) in connection with attendance at Board meetings or performance of other services for our firm in their capacities as directors.
Please refer to Beneficial Ownership for information pertaining to the outstanding equity awards (all of which are vested) held by each director as of March 2, 2026, including RSUs granted in January 2026 for services performed in 2025 (the 2025 Annual Grant, the fourth quarter grant for the 2025 Annual Retainer and, as applicable, Committee Chair Fee and the fourth quarter grant for the 2025 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 2026 Annual Meeting of Shareholders
AUDIT MATTERS—ITEM 3. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026
Assessment of Independent Registered Public Accounting Firm
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.