Ellen Kullman

About Ellen Kullman

Ellen J. Kullman (age 69) is an independent director of The Goldman Sachs Group, Inc. since December 2016 and currently serves as Chair of the Public Responsibilities Committee. She is an engineer by training and former Chair/CEO of DuPont and former President & CEO of Carbon 3D, with board experience and expertise in corporate governance, compensation, reputational risk, and sustainability. She holds a BS from Tufts University and an MBA from Northwestern University’s Kellogg School of Management, and is a member of the National Academy of Engineering .

Past Roles

Organization	Role	Tenure	Committees/Impact
Carbon 3D, Inc.	Chair	Jun 2022 – Present	Led board through global expansion and post-COVID positioning
Carbon 3D, Inc.	President & CEO	Nov 2019 – Jun 2022	Navigated the company through the COVID-19 pandemic
E.I. du Pont de Nemours and Company	Chairman & CEO	2009 – 2015	Led strategic transformation and growth at a global, highly regulated science company
E.I. du Pont de Nemours and Company	President	Oct 2008 – Dec 2008	Senior leadership transition
E.I. du Pont de Nemours and Company	Executive Vice President (multiple portfolios)	2006 – 2008	Oversaw Coatings, Electronic & Communication, Performance Materials, Safety & Protection, Marketing & Sales, Risk Management, Sustainability
E.I. du Pont de Nemours and Company	Various roles incl. Group VP, Safety & Protection	1988 – 2006	Built engineering and operational credentials

External Roles

Organization	Role	Status
Amgen Inc.	Director	Current
Dell Technologies Inc.	Director	Current
United Technologies Corporation	Director	Former (past 5 years)

Board Governance

Committee assignments: Compensation; Governance; Public Responsibilities (Chair) .
Independence: The Board determined she is independent under NYSE rules; 12 of 14 director nominees are independent .
Attendance and engagement: Each current director attended >75% of Board/Committee meetings in 2024; overall director attendance was ~97% . The Board/Committees held 86 meetings in 2024; 19 director sessions without management; over 300 engagements by the Lead Director and Committee Chairs .
Public Responsibilities Committee remit (as Chair): Oversight of firm reputation and relationships with major constituencies; sustainability/ESG policy oversight; review of sustainability reporting .

Fixed Compensation

Director Compensation Program (policy framework for 2024 service):

Component	Annual Value	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	$25,000	RSUs or cash (director election), paid quarterly in arrears

2024 SEC-reported compensation for Ellen Kullman:

2024 Fees Earned or Paid in Cash ($)	Stock Awards ($) – 2023 Program	Stock Awards ($) – 2024 Program	All Other Compensation ($)	Total ($)
125,000	349,646	—	20,000	494,646

Notes:

No meeting fees are paid; attendance is expected .
RSUs vest on grant and deliver after retirement; directors may elect cash or RSUs for retainer/chair fees .
Subsidiary board service can receive $50,000 (member) or $100,000 (chair) annually, where applicable .

Performance Compensation

Director pay is structured as fixed cash/RSUs and a chair fee; there are no performance metrics tied to director compensation. Design emphasizes long-term equity alignment (hold-through-retirement RSUs) and avoids undue focus on short-term stock performance .

Metric	Applies to Director Pay?	Design Feature
Revenue/EPS/ROE targets	No	Director pay is fixed; majority in RSUs with hold-through-retirement
TSR percentile	No	No performance conditions for director RSUs
Hedging/Pledging	Prohibited	RSUs and company shares may not be hedged or pledged

Other Directorships & Interlocks

Company	Role	Potential Interlock Considerations
Amgen Inc.	Director	Ordinary course client relationships are reviewed; immaterial thresholds applied in independence assessments
Dell Technologies Inc.	Director	Ordinary course client relationships are reviewed; immaterial thresholds applied in independence assessments

Overboarding policy: Maximum of four public company directorships (including GS); Kullman serves on three (GS, Amgen, Dell), within policy .
Independence review: Client relationships for directors and family members, including Kullman, generated ≤0.01% of GS 2024 consolidated gross revenues per account; determined immaterial under policy .

Expertise & Qualifications

Engineering background with senior operating leadership at DuPont and Carbon; corporate governance and compensation expertise; focus on reputational risk and sustainability .
Education: Tufts University (BS); Kellogg School of Management, Northwestern University (MBA) .
Professional affiliations: Board of Advisors, Tufts University School of Engineering; Board of Trustees, Northwestern University; National Academy of Engineering; The Business Council; Co-Chair, Paradigm for Parity Education .

Equity Ownership

Metric	Value
Total beneficial ownership (incl. vested RSUs)	13,627 shares
Vested RSUs included in above	13,627
Individual ownership vs. outstanding shares	No individual director >1%
Director stock ownership guideline	5,000 shares or vested RSUs; transition period for new directors
Guideline compliance (Kullman)	Meets guideline (13,627 vested RSUs)
Hedging/pledging	Prohibited for director RSUs and GS shares

Insider filings:

Date	Filing	Note
Jan 16, 2025	SEC Form 4	Filed for Ellen Jamison Kullman; details available in EDGAR XML
Past 18 months	Summary	No open market buy/sell Form 4 transactions in GS for Kullman per third-party tracker

Governance Assessment

Alignment: Strong equity alignment via RSUs that deliver after retirement; ownership guideline of 5,000 shares/RSUs met; no hedging/pledging allowed, reinforcing long-term orientation .
Independence: Classified independent; immaterial ordinary course relationships per policy; independence standards reviewed annually by Governance Committee .
Board effectiveness: Chairs Public Responsibilities Committee overseeing reputation and sustainability; Board held 86 meetings with 19 independent sessions in 2024; overall attendance ~97% signals high engagement .
Workload risk: Holds three public directorships (GS, Amgen, Dell), within GS’s formal overboarding limit (≤4), mitigating overcommitment concerns .
Compensation structure: Director pay unchanged for 2025; majority in equity; reviewed by independent consultant FW Cook for market competitiveness; no meeting fees (attendance expected) .
RED FLAGS: None disclosed—no pledging permitted; independence affirmed; client relationships deemed immaterial; attendance above disclosure threshold .

Compensation Committee context (relevant to her committee work): The Compensation Committee uses an Assessment Framework, receives CRO risk assessments, and engages FW Cook; 2024 Say‑on‑Pay received ~86% support, reflecting investor acceptance of pay practices she oversees .