Jan Tighe

About Jan Tighe

Independent director since December 2018; age 62. Retired U.S. Navy Vice Admiral with 20+ years of senior leadership in cybersecurity, information warfare, and strategic operations; Ph.D. from the Naval Postgraduate School and graduate of the U.S. Naval Academy. Chairs Goldman Sachs’ Technology Risk Subcommittee (TRiS) and serves on Audit, Governance, and Risk Committees; also on the Goldman Sachs Bank USA subsidiary board .

Past Roles

Organization	Role	Tenure	Committees/Impact
U.S. Navy	Deputy Chief of Naval Operations for Information Warfare; Director, Naval Intelligence	2016–2018	Led information warfare and intelligence strategy and oversight
U.S. Fleet Cyber Command/U.S. Tenth Fleet	Fleet Commander/Deputy Commander	2013–2016	Operational leadership of cyber forces and missions
Naval Postgraduate School	University President	2012–2013	Academic governance and institutional leadership
Chief of Naval Operations’ Staff	Director, Decision Superiority Division	2011–2012	Strategy, decision superiority, and risk assessment
U.S. Cyber Command	Deputy Director of Operations	2010–2011	Operational planning and execution for cyber operations

External Roles

Organization	Role	Public/Private	Committees/Notes
General Motors Company	Director	Public	Current directorship
Huntsman Corporation	Director	Public	Current directorship
The Progressive Corporation	Director	Public	Former (past 5 years)
IronNet, Inc.	Director	Public	Former (past 5 years)
Defense Science Board	Advisory Board Member	Public sector advisory	National security focus
The MITRE Corporation	Board of Trustees Member	Not-for-profit	Systems engineering and national security
Idaho National Labs – National & Homeland Security	Strategic Advisory Committee Member	Public sector advisory	Critical infrastructure security
U.S. Naval Academy Foundation	Board Member	Not-for-profit	Education and development
Paladin Capital Group	Global Security Expert & Strategic Advisor	Private	Cybersecurity investing advisory
NACD	Governance Fellow; Cybersecurity Certified	Professional credential	Board governance and cyber oversight

Board Governance

Committee assignments: Audit, Governance, Risk; Chair of TRiS (Technology Risk Subcommittee) formed June 2024 to enhance oversight of technology-related risk (execution, operational, integration); TRiS members include Kevin Johnson and Peter Oppenheimer, with Tom Montag as ex-officio Risk Chair .
Independence: Board determined Jan Tighe is independent under NYSE and firm policy; all committees comprised of independent directors .
Engagement and attendance: In 2024, 86 total Board/Committee meetings, 19 director sessions without management; each current director attended >75% of meetings; overall attendance ~97%. Chairs (including TRiS) and Lead Director conducted >250 engagements beyond formal meetings, signaling high oversight intensity .

Committee	Role	2024 Meetings	Independence
Audit	Member	16	All independent
Governance	Member	9	All independent
Risk	Member	13	All independent
Technology Risk Subcommittee (TRiS)	Chair	3	All independent

Fixed Compensation

Component (2024 Program)	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 (if applicable)	$25,000	RSUs or cash (director election), paid quarterly in arrears; TRiS Chair eligible
Subsidiary Board Retainer (if applicable)	$50,000 (member) / $100,000 (chair)	Typically cash or RSUs; prorated; GS Bank USA service eligible

Jan Tighe – 2024 Director Compensation (SEC Summary)	Amount ($)	Notes
Fees Earned/Paid in Cash	114,583	2024 annual retainer and chair fee (elected cash; prorated)
Stock Awards – 2023 Program RSUs	349,646	RSUs granted Jan 17, 2024; grant-date close $377.18; vested on grant, delivered post-retirement
Stock Awards – 2024 Program RSUs	—	Elected cash for retainer; Q4 2024 RSUs granted Jan 16, 2025 and disclosed in 2026 proxy
All Other Compensation	70,816	GS Bank USA subsidiary board retainer paid in RSUs; Q4 grant Jan 2024 for 2023 service; Q1–Q3 2024 grants; RSUs deliver post-retirement
Total	535,045	Sum of reported SEC line items

Program features:

Majority of director compensation (≥70%) in RSUs; RSUs must be held through tenure and delivered only after retirement; no hedging/pledging of RSUs or common stock; directors must own at least 5,000 shares or vested RSUs, with transition for new directors .

Performance Compensation

Item	Details
Performance metrics tied to director compensation	None; Goldman Sachs’ non-employee director program is a fixed retainer plus annual RSU grant; RSUs are vested on grant with post-retirement delivery; no PSUs/options or performance targets for directors .

Other Directorships & Interlocks

Company	Role	Potential Interlock/Conflict Considerations
General Motors Company	Director	Goldman Sachs assesses director independence annually; client relationships and ordinary-course transactions with directors/families are reviewed and deemed immaterial under the policy thresholds; independence affirmed .
Huntsman Corporation	Director	Same independence process; no material relationships disclosed for Tighe beyond immaterial client accounts .
The Progressive Corporation	Former Director (past 5 years)	Former service noted; independence maintained .
IronNet, Inc.	Former Director (past 5 years)	Former service noted; independence maintained .

Policy thresholds for independence determinations:

Client relationships: aggregate 2024 revenues from accounts of listed directors/family members (including Tighe) did not exceed 0.01% of Goldman Sachs’ 2024 consolidated gross revenues; treated as immaterial under the Director Independence Policy .

Expertise & Qualifications

Technology/cyber risk expert with senior executive experience overseeing information security; strengthens board oversight of technology risk and cybersecurity (Chair of TRiS) .
Strategic planning and large-scale operations leadership (fleet commander; intelligence; university president) .
Governance credentials (NACD Governance Fellow; cybersecurity certified) .

Equity Ownership

Holder	Shares Beneficially Owned (incl. vested RSUs)	Vested RSUs Count	Ownership % of Outstanding	Notes
Jan Tighe	7,833	7,833	<1%	RSUs deliver post-retirement; no director has shares subject to pledge; directors prohibited from hedging; meets 5,000-share/RSU ownership guideline .

Ownership program requirements:

Director share ownership requirement: at least 5,000 shares or vested RSUs; RSUs granted as director compensation must be held during board tenure; no hedging or pledging permitted .

Governance Assessment

Signals supporting investor confidence:
- Strong independence and compliance: independent status affirmed; no material related-party transactions; client relationships immaterial under policy .
- High engagement and oversight intensity: TRiS formation in 2024 enhancing technology risk oversight with Tighe as Chair; substantial number of Board/Committee sessions and executive-only sessions indicate active governance .
- Ownership alignment: Meets director ownership guideline; RSU hold-through requirement with post-retirement delivery; no hedging/pledging allowed .
Potential risks/monitoring points:
- External board commitments: Two current public boards (GM, Huntsman) plus GS; within formal overboarding limit (max four public boards) but warrants routine time-commitment monitoring given TRiS chair responsibilities .
- Related-party exposure: Client account relationships present but quantitatively immaterial under policy; continue annual independence review and transaction screening .
RED FLAGS
- No pledging or hedging of RSUs/common allowed; none disclosed for directors, mitigating alignment concerns .
- No meeting-fee incentives; compensation program avoids short-term focus; majority equity with post-retirement delivery supports long-term alignment .