Denis Coleman

About Denis Coleman

Denis Coleman is Chief Financial Officer of The Goldman Sachs Group, Inc., responsible for managing the firm’s overall financial condition, financial analysis and reporting, and oversight of control functions, operations and technology; he also serves as Vice Chair of the Enterprise Risk Committee and Co-Chair of the Firmwide Asset Liability Committee . During his tenure as CFO in 2023–2024, GS delivered improved firm performance: net revenues grew 16% year-over-year to $53.5B, EPS rose 77% to $40.54, and ROE increased to 12.7% in 2024; 1-year TSR was 52% . In 2023, net revenues were $46.3B, EPS $22.87, ROE 7.5%, and 1-year TSR 15.9% .

Past Roles

External Roles

Fixed Compensation

2024 All Other Compensation components (illustrative breakdown):

• 401(k) employer match: $12,500
• Benefits & tax counseling services: $79,638
• Car (incremental non-business use): $85,197
• Personal security (incremental cost): $35,344
• Carried interest distributions from historical co-investments (not CIP): $218,591

Performance Compensation

Variable Compensation Mix (Amounts at Grant)

• PSU design (granted Jan 2025 for 2024 year-end): 3-year average ROE, with absolute and relative metrics; payout 0–150% based on: Absolute ROE <5% → 0%; ≥16% → 150%; Relative ROE at 25th percentile → 50%; 60th → 100%; ≥75th → 150%. Settlement in 2028; CFO’s PSUs settle 50% in cash (10-day average price) and 50% in Shares at Risk .
• CIP design: CFO allocation equals 20% of non-equity deferral (i.e., 8% of annual variable compensation in 2024); carry points vest ratably over 3 years; minimum LP commitment $1,000,000; distributions (if any) at risk for life of fund, deferred if firm ROE <5% or CET1 below minimums; subject to restrictive covenants and robust recapture provisions .
• Share retention and risk-balancing: Shares at Risk from 2024 year-end PSUs carry transfer restrictions through January 2029; executive retention and ownership requirements apply (see Equity Ownership & Alignment) .

PSU Metric Table (Design Parameters for 2024 Year-End Awards)

Equity Ownership & Alignment

• Beneficial ownership: 30,679 shares of Common Stock beneficially owned by Denis Coleman as of Feb 24, 2025 . Includes 5,249 shares underlying vested RSUs counted in beneficial ownership per SEC rules .
• Outstanding unearned equity (PSUs/SVC): 113,831 target units with market value $65,181,907 at 12/31/2024 (GS $572.62 close) .
• Vested and undelivered RSUs balance: $8,056,191 at year-end 2024 (represents prior-year RSUs pending delivery per award terms) .
• Ownership guidelines and retention:
  • CFO must retain beneficial ownership equal in value to 6× base salary, and retain at least 50% of After-Tax Shares granted since appointment as CFO; Executive Leadership Team met stock ownership guidelines in 2024 .
  • Prohibitions: Hedging or pledging of equity-based awards is prohibited; no executive officer has shares subject to a pledge .
• Group ownership context: No individual director or executive officer owned >1% of outstanding Common Stock; all directors/NEOs/executives collectively owned ~0.55% (0.49% excluding vested RSUs) as of Feb 24, 2025 .

Employment Terms

• Severance: No employment agreements providing for severance; variable compensation under the Partner Compensation Plan (PCP) is discretionary if employment ends before the contract period; no guarantees .
• Garden leave/notice: PMDs and Management Committee members (including NEOs) generally subject to six-month notice; firm may require garden leave during notice period .
• Change-in-control (equity): Double-trigger (termination without Cause or for Good Reason within 18 months of a Change in Control) accelerates vesting and removes transfer restrictions but does not change performance conditions; CFO SVC Award illustrative value: $13,839,799 under Death/Disability or Change in Control as of 12/31/2024; $8,849,673 for termination without violation (prorated) .
• Clawbacks and recapture: Robust conduct-related recapture (Cause and Failure to Consider Risk), Sarbanes-Oxley-inspired clawback extended to all Executive Leadership Team, and Dodd-Frank mandatory clawback on restatements; CIP carry points and distributions also subject to forfeiture/recapture .

Performance Compensation — Detailed

Say-on-Pay & Peer Benchmarking

• Say-on-pay outcomes: ~86% support in 2024; ~94% support in 2023 .
• Compensation peers (for benchmarking and PSU relative metrics): U.S. peers include BAC, C, JPM, MS, BK, WFC; European peers include Barclays, Deutsche Bank, UBS .

Equity Awards Status

Pension & Deferred Compensation

• Pension: Present value of accumulated GS Pension Plan benefit for CFO was $23,336 as of 12/31/2024; $25,839 as of 12/31/2023 .
• Deferred RSUs: Vested and undelivered RSUs balance and deliveries scheduled per prior award terms (e.g., 2020/2019 year-end RSUs deliveries in Jan 2025) .

Investment Implications

• Alignment and long-dated exposure: High equity-based pay (≥60% of variable comp in PSUs) with multi-year ROE metrics and Shares at Risk transfer restrictions through Jan 2029 tightly align CFO incentives with sustained ROE and share price performance, reducing near-term selling pressure .
• Additional at-risk comp via CIP: Introduction of CIP ties a portion of pay to alternatives fund performance over long horizons, with three-year vesting, minimum LP commitment, and gating/recapture, further aligning with durable revenue growth while reducing cash bonus reliance .
• Strong risk controls and clawbacks: Extensive recapture provisions (conduct, risk analysis failures), Sarbanes-Oxley and Dodd-Frank clawbacks, and ROE/CET1 gating on CIP distributions mitigate imprudent risk-taking; combined with retention requirements (6× salary ownership and 50% After-Tax Shares retention), governance is robust .
• Equity overhang: Significant outstanding PSUs/SVC Awards ($65.2M at YE 2024 for CFO) represent meaningful long-term exposure to ROE and TSR outcomes; favorable 2024 firm results (EPS +77%, ROE 12.7%, TSR 52%) support potential future PSU realization if sustained .
• Severance risk low: Absence of severance agreements and garden-leave structure limit exit costs; double-trigger change-in-control mechanics avoid windfalls without termination, reinforcing shareholder alignment .

Overall, Coleman’s pay mix (PSUs + CIP), strict share retention rules, and comprehensive clawbacks create strong pay-for-performance alignment with mid-teens ROE ambitions; monitoring PSU achievement vs peer ROE percentiles and CIP fund performance provides forward indicators for compensation realization and potential insider liquidity needs under retention constraints .