David Viniar

About David Viniar

David Viniar (age 69) is Goldman Sachs’ Independent Lead Director and Chair of the Governance Committee, serving on the Board since January 2013; he brings deep financial acumen from his prior tenure as GS CFO (1999–2013) and extensive risk, regulatory and governance expertise, with education from Union College and Harvard Business School . He became Lead Director and Governance Chair effective April 24, 2024 and authored his first Lead Director letter in the 2025 proxy, outlining board refresh, succession and investor engagement .

Past Roles

Organization	Role	Tenure	Committees/Impact
Goldman Sachs	Executive Vice President & Chief Financial Officer	May 1999 – Jan 2013	Led finance, risk oversight; prior roles included Head of Operations, Technology, Finance and Services, and co-head roles in risk and finance
Goldman Sachs	Head of Operations, Technology, Finance and Services Division	Dec 2002 – Jan 2013	Oversight of operations and controls
Goldman Sachs	Head of Finance; Co-Head of Credit Risk Management & Advisory and Firmwide Risk	Dec 2001 – Dec 2002	Firmwide risk leadership
Goldman Sachs	Co-Head of Operations, Finance and Resources	Mar 1999 – Dec 2001	Operational and financial leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Block, Inc. (formerly Square, Inc.)	Former Lead Independent Director; Chair of Audit and Risk Committee	Past 5 years (former)	Governance, audit and risk oversight experience cited in GS biography
Garden of Dreams Foundation	Co-Vice Chair, Board of Directors	Not specified	Community involvement
Union College	Former Trustee	Not specified	Education/affiliation

Board Governance

Category	Details
Independence	Independent director; Independent Lead Director appointed by independent directors
Committee Assignments	Chair, Governance; ex-officio member of Audit, Compensation, Public Responsibilities, and Risk
Lead Director Duties	Sets agendas; approves Board/Committee schedules; presides over executive sessions; leads CEO evaluation; oversees governance processes; engages shareholders and regulators
Investor Engagement	In 2024, Viniar met with investors representing over 30% of shares outstanding
Board Attendance & Meetings	All current directors attended >75% of meetings; overall attendance ~97%. 2024 meetings: Board 28; Audit 16; Compensation 11; Governance 9; Public Responsibilities 6; Risk 13; TRiS 3; executive sessions of independent directors 7; additional sessions without management 12
Years of Service	Director since January 2013
Leadership Changes	Assumed Lead Director and Governance Chair effective April 24, 2024

Fixed Compensation

Component (Program 2024)	Amount	Form/Timing
Annual RSU Grant	$350,000	RSUs, granted annually in arrears
Annual Retainer	$100,000	RSUs or cash, director election; paid quarterly in arrears
Committee Chair Fee (if applicable)	$25,000	RSUs or cash, director election; paid quarterly in arrears
Director Compensation Limits (2025 SIP)	$450,000 non-chair; $475,000 chair	Fixed limits inclusive of equity/cash; no change to limits in 2025 SIP

David Viniar – 2024 Summary	Amount ($)	Notes
Fees Earned/Paid in Cash	125,000	Retainer + Governance Chair fee; elected cash
Stock Awards (2023 Program RSUs)	349,646	RSUs granted Jan 17, 2024; grant-date price $377.18; vested upon grant, delivered post-retirement
All Other Compensation	20,000	Subsidiary board service recognition
Total	494,646	Sum of above

Key design features: emphasis on equity (≥70%); no hedging/pledging of RSUs; hold-through retirement (delivery post-retirement); no meeting fees; independent consultant (FW Cook) reviews program and found it competitive and aligned .

Performance Compensation

Directors do not receive performance-based awards (no PSUs/options tied to financial metrics are disclosed for directors); RSUs vest upon grant and deliver after retirement, with stringent hold and anti-hedging/pledging requirements . The 2025 SIP prohibits option repricing/below-market grants and uses double-trigger change-in-control provisions; Director program limits cannot be amended without shareholder approval .

Other Directorships & Interlocks

Company	Current/Former	Potential Interlock/Conflict Considerations
Block, Inc.	Former (Past 5 years)	Experience as lead director and audit/risk chair; no current GS-disclosed transactions involving Block affiliated with Viniar
Client Relationships (ordinary course)	N/A	GS discloses certain directors (including Viniar and family members) may be clients on standard terms; aggregate revenues per account ≤0.01% of GS 2024 consolidated gross revenues; immaterial under independence policy

Expertise & Qualifications

Strong financial industry leader; deep financial, risk and regulatory expertise; significant governance leadership experience .
Education: Union College; Harvard Business School .
Lead Director role includes CEO evaluation, succession planning oversight, and shareholder engagement .

Equity Ownership

Metric	Value
Beneficially Owned Common Shares (incl. vested RSUs)	942,679
Vested RSUs included above	22,275
Indirect holdings via trusts/foundations (subset)	316,979 (shared voting/dispositive power; disclaims beneficial ownership for certain vehicles)
Ownership % of Outstanding	Not in excess of 1% (per director-level disclosure)
Director Ownership Guideline	5,000 shares or vested RSUs; hold all RSUs through tenure; delivery post-retirement
Hedging/Pledging Policy	No hedging/pledging of RSUs; no hedging of common stock; no director has shares subject to a pledge

Say-on-Pay & Shareholder Feedback

Item (2024 Annual Meeting, Apr 24, 2024)	For	Against	Abstain	Broker Non-Votes
Advisory Vote to Approve Executive Compensation	202,065,049	31,825,507	411,975	41,558,783

Lead Director engagement: Viniar met with investors representing over 30% of shares outstanding in 2024 to discuss leadership structure, board effectiveness, compensation, oversight of strategy/culture, and succession planning .

Related-Party Transactions & Conflicts

Related Person Transactions Policy requires review/approval for transactions >$120,000 with related persons; designated reviewers include the Chairs of Governance, Audit and Risk Committees (including Lead Director); transactions deemed in shareholders’ best interests under policy .
Ordinary course brokerage/banking/lending services to directors/families at market terms; extensions of credit by GS Bank USA on normal risk/collateral terms and compliant with law .
Independence determinations list categories deemed immaterial; client relationships for Viniar/family aggregated at ≤0.01% of GS 2024 consolidated gross revenues .
No pledging of RSUs or common stock by directors; no director has shares subject to a pledge .

Governance Assessment

Strengths: Independent Lead Director with expansive duties; Governance Chair; heavy investor engagement; robust committee structure with independent chairs; strong attendance (~97%) and active executive sessions; stringent director equity hold/anti-hedging rules supporting long-term alignment .
Alignment: Significant beneficial ownership (942,679 shares including 22,275 vested RSUs) far exceeds 5,000-share guideline; RSUs held through tenure, delivered after retirement .
Compensation Structure: Fixed program emphasizing equity (≥70% in RSUs), no meeting fees, independent consultant validation, stable 2025 SIP with no increase to director limits; anti-repricing, double-trigger change-in-control .
Conflicts: Ordinary-course client relationships for Viniar/family evaluated and determined immaterial; clear related-party review framework reduces conflict risk .
RED FLAGS: None disclosed specific to Viniar (no pledging/hedging; no related-party transactions flagged as material; strong say-on-pay support) .