Goldman Sachs Hosts Proxy Materials and Board Governance Documents Online

Goldman Sachs’ official Investor Relations proxy materials page "contains the firm’s annual proxy statement, corporate governance documents, board committee charters, and historical proxy materials," making it the primary, evergreen source for board and governance disclosure, with the 2024 filing marked "Effective April 24, 2024." The 2024 Proxy Statement for the 2024 Annual Meeting of Shareholders includes a dedicated "CORPORATE GOVERNANCE, ITEM 1. ELECTION OF DIRECTORS" section and a list of "OUR DIRECTORS" and "Our Nominees(a)" that supply demographic and qualification details for stakeholders.

The 2024 materials enumerate nominee demographics as "4 Women, 1 Black, 1 Indian Descent, 1 Career Military Service, 1 Non-U.S. or Dual Citizens" with the footnote "(a) As self-identified and, where applicable, EEO-1 categories." Those counts appear alongside director biographies and committee assignments in the election-of-directors section of the proxy statement.

Michele Burns is listed in the 2024 filing as "Michele Burns, 66," "Independent Director Since: October 2011," with GS Committees shown as "Compensation ■ Governance ■ Public Responsibilities." The filing also describes her as "our Lead Director and Chair of our Governance Committee and an ex-officio member of our Audit, Compensation, Public Responsibilities and Risk Committees." Her other U.S.-listed company directorships are recorded as "Current: Anheuser-Busch InBev; Etsy, Inc." and "Former (Past 5 Years): Cisco Systems, Inc." The Burns bio in the excerpt includes the truncated phrase "Compensation, governance and risk experience: Leverages current and former service on the boards of directors and board committees (including compensation [...]", preserved exactly from the proxy excerpt.

The Governance Committee roster in the 2024 proxy appears under "OUR BOARD COMMITTEES Governance All Independent" and lists Adebayo Ogunlesi, David Viniar, Michele Burns, Mark Flaherty, Kimberley Harris, Kevin Johnson, Ellen Kullman, Lakshmi Mittal, Thomas Montag, Peter Oppenheimer, Jan Tighe and Jessica Uhl. The proxy highlights "Key Skills & Experiences Represented" including "■ Corporate governance ■ Talent development and succession planning ■ Current and prior public company board service" and states the committee's duties in the language "Recommend individuals to our Board for nomination, election or appointment as members of our Board [...] to re-nominate an incumbent director. Diversity is also considered as part of the annual Board evaluation."

The proxy frames re-nomination as a formal review under the heading "Comprehensive Re-Nomination Process" and the materials assert, "Our Governance Committee appreciates the importance of critically evaluating individual directors and their contributions to our Board in connection with annual re-nomination decisions. In considering whether to recommend re-nomination of a director for election at our Annual Meeting, our Governance Committee conducts a detailed review," text preserved from the filing despite truncation.

For historical context, the 2021 Proxy Statement and the 2021 SIP are cited in the materials. The 2021 excerpt states "The 2021 SIP continues to include features designed to protect shareholder interests and to reflect our Compensation Principles" and lists: "No 'evergreen' provision," "Double-trigger change in control provisions that do not accelerate vesting," "No hedging or pledging of equity-based awards," "No repricing or below-market grants of stock options and stock appreciation rights (SARs)," and "50% change in control and merger consummation thresholds." The 2021 proxy also records "INDEPENDENCE OF DIRECTORS 10 of 12 director nominees are independent" and names Ms. Burns, Dr. Faust, Mr. Flaherty, Ms. Kullman, Mr. Mittal, Mr. Ogunlesi, Mr. Oppenheimer, Vice Admiral Tighe, Ms. Uhl and Mr. Winkelman as independent nominees.

Jan E. Tighe appears in the 2021 filing as "Jan E. Tighe, 58," "Independent Director Since: December 2018," with GS Committees "Audit ■ Governance ■ Risk" and other U.S.-listed company directorships "Current: Huntsman Corporation; The Progressive Corporation." Her education is listed as "Graduate of Erasmus University in the Netherlands and The Wharton School, University of Pennsylvania" in the 2021 excerpt.

Taken together, the firm's Investor Relations proxy materials page functions as the consolidated location for the 2024 proxy statement, committee charters and historical governance disclosures described above. Because the page is characterized as an "evergreen source" in the materials, employees and other stakeholders can consult it for the firm's annual proxy, corporate governance documents, board committee charters and historical proxy filings to review director biographies, committee rosters and the Governance Committee's re-nomination practices.