John Rogers

About John Rogers

John Rogers is Executive Vice President and Secretary to the Board at Goldman Sachs, serving as a senior advisor on regulatory reform, partnership and culture; he also chairs the Supervisory Board of Goldman Sachs Bank Europe and is Chairman of the Goldman Sachs Foundation and GS Gives . Firm performance during 2024 that underpinned pay-for-performance decisions: net revenues $53.5bn (+16% YoY), EPS $40.54 (+77% YoY), ROE 12.7% (+520 bps YoY) and TSR +52% for the year .

Past Roles

Organization	Role	Years	Strategic Impact
Goldman Sachs	Executive Vice President; Secretary to the Board	Not disclosed	Principal advisor to Board and senior management across governance, strategy, regulatory reform, public policy, reputation
Goldman Sachs	Chief of Staff	Not disclosed	Oversight of executive functions including corporate affairs and stakeholder relations

External Roles

Organization	Role	Years	Strategic Impact
None disclosed in proxy	—	—	—

Fixed Compensation

Metric	2020	2024
Base Salary ($)	$1,500,000	$1,500,000
Target Bonus (%)	Not disclosed	Not disclosed
Actual Cash Bonus ($)	$4,400,000	$5,220,000
All Other Compensation ($)	Not disclosed	$770,528

Performance Compensation

2024 Annual Variable Compensation Mix

Component	Amount ($)	Notes
PSUs (Year-End equity)	$8,700,000	60% of variable comp; tied to ongoing absolute and relative ROE metrics
Carried Interest Program (CIP) Allocation	$580,000	New CIP adopted Jan 2025; at-risk for life of fund; reduces cash element; no distributions as of 12/31/2024
Cash Bonus	$5,220,000	Remaining portion of variable comp

Key PSU and SVC Award Details

Award	Grant Date	Metric	Weighting	Target/Thresholds	Performance Period	Vesting/Settlement
2023 Year-End PSUs	Jan 17, 2024	Avg ROE (absolute and vs Peers)	Not fixed; program uses structured discretion; PSUs comprise 60% of variable comp	Target 18,294; Max 27,441; GDFV $6,587,141	2024–2026 (PSU performance period sequencing)	Settles per PSU terms; shares delivered as Shares at Risk with transfer restrictions and recapture
2021 Year-End PSUs (earned in 2024)	—	Avg ROE; actual 13.6% (82nd percentile vs Peers) → 150% multiplier	—	Initial grant 11,361; earned 17,042; value realized $7,341,864; dividend equivalents $489,958	2022–2024	Settled Apr 30, 2024; Rogers’ PSUs 100% stock-settled
Shareholder Value Creation (SVC) Award	Jan 2022	TSR (50% absolute; 50% relative)	50% absolute / 50% relative	Absolute TSR thresholds: ≥47% (25%), 60% (50%), 75% (75%); Relative TSR thresholds: ≥40th (25%), 65th (50%), 80th (75%) percentile vs U.S. peers (BAC, C, JPM, MS, BK, WFC)	Oct 21, 2021–Oct 2026	Settled 100% in stock at period end; one-year transfer restrictions; subject to clawback/recapture

Options

No stock options or SARs issued in 2024; no specific option policies; none outstanding per 2024 tables .

Equity Ownership & Alignment

Item	Value	Notes
Beneficial Ownership (Common Shares) as of Feb 24, 2025	106,211	Includes 38,165 via estate/family/charitable vehicles with shared voting/dispositive power; beneficial ownership disclaimed for those vehicles
Ownership as % of Shares Outstanding	Not in excess of 1%	No individual director/NEO exceeded 1%
Vested RSUs counted in ownership table	0	Rogers had no vested RSUs included
Unvested Equity (Unearned Shares at FY-end)	78,920	Represents target counts from 2021–2023 PSUs and SVC Award; payout value $45,191,170 at $572.62 close
Stock Ownership/Retention Requirements	Retain at least 25% of After-Tax Shares while on Management Committee	Applies to “other NEOs”; ELT multiples apply to CEO/COO/CFO
Hedging/Pledging	Prohibited for equity awards and Shares at Risk	No hedging or pledging permitted; none disclosed as pledged in Beneficial Ownership
Clawback/Recapture	Dodd-Frank Clawback; Conduct- and Accounting-Related Recapture	Misconduct, improper risk analysis, violations can result in forfeiture/repayment

Employment Terms

Provision	Policy/Amount	Notes
Employment Agreement / Severance	No employment agreements providing for severance pay; no golden parachutes	Robust risk-balancing features and recapture instead
Change-in-Control	Double-trigger required for acceleration (termination for Good Reason or without Cause within 18 months of CoC)	Acceleration affects vesting/transfer restrictions; performance conditions unchanged
Potential Equity Values (SVC) upon Termination	Termination without Violation: $8,849,673; Death/Disability: $13,839,799; CoC: $13,839,799	PSUs generally forfeited on termination without Violation; SVC pro-rata vest if firm terminates employment, subject to conditions
Retiree Healthcare (PV of Firm Subsidy)	$250,497	100% firm subsidy for individual premium; subject to covered enterprise restrictions
Restrictions / Non-Compete / Non-Solicit	Violations include soliciting clients/employees; hiring certain employees; failing to comply with award terms; engaging in conflicted employment; etc.	Awards can be forfeited or recaptured upon violations

Related Party Transactions

Year	Employee Funds Distributions to Rogers ($)	Overrides Distributions to Rogers ($)
2023	$2,300,000	$175,000

Performance & Track Record

2024 firm performance used by Compensation Committee’s Assessment Framework: Net revenues $53.5bn (+16% YoY), pre-tax earnings $18.4bn (+71% YoY), EPS $40.54 (+77% YoY), ROE 12.7%, efficiency ratio 63.1% (improved 11.5pp YoY), TSR +52% .
2024 shareholder value creation: stock price +48%, quarterly dividend +9%, BVPS +7%; 5-year stock price +149%, TSR +182%, quarterly dividend +140%, BVPS +54% .
Rogers’ 2024 role highlighted strategic advice, governance, risk management and culture stewardship; oversight of Europe via GS Bank Europe Supervisory Board .

Compensation Structure Analysis

Shift toward performance-based equity maintained: 60% of non-CEO NEO variable comp paid in PSUs tied to ROE; new CIP reduces cash variable comp with long-dated, at-risk carry aligned to AWM growth; PSUs and SVC Awards subject to stringent recapture and transfer restrictions .
No options; equity frameworks emphasize TSR/ROE metrics with multi-year horizons and double-trigger change-in-control protections .
Stakeholder feedback supported structure; 2024 Say-on-Pay ~86% approval; Board adopted CIP and CEO/COO retention RSUs (not part of annual comp) to address talent retention amid competitive threats .

Say-on-Pay & Shareholder Feedback

2024 Say-on-Pay approval ~86% .
Engagement with shareholders led to adoption of CIP (reducing cash, adding performance-based carry) and retention awards for CEO/COO; ongoing robust equity deferral unchanged .

Equity Award Vesting Schedules and Potential Selling Pressure Indicators

Item	Date/Period	Shares/Value
2020 Year-End PSUs settled	Apr 30, 2024	17,042 shares; $7,341,864 value; $489,958 dividend equivalents
2021–2023 PSUs outstanding (target)	As of Dec 31, 2024	78,920 unearned shares; $45,191,170 payout value basis $572.62
SVC Award performance/settlement	Oct 2021–Oct 2026; stock settlement at end	TSR thresholds; stock subject to one-year transfer restrictions post-delivery

Note: Shares at Risk and recapture provisions prohibit hedging/pledging and restrict transfer, which mitigates immediate selling pressure post-settlement .

Investment Implications

Alignment: High proportion of at-risk, multi-year equity (PSUs/SVC) tied to ROE/TSR with stringent recapture and transfer restrictions, plus no options and no pledging allowed—strong alignment and risk control signals .
Retention risk: CIP adds long-dated carry exposure; double-trigger CoC and lack of cash severance reduce windfall risk; retiree healthcare subsidy modest; overall design promotes retention without guaranteed payouts .
Watch items: Significant unearned equity (78,920 target shares) and SVC performance through 2026 could drive future realized comp; monitor PSU outcomes and any Form 4 activity post-vesting windows given Shares at Risk restrictions .
Governance and culture: Rogers’ responsibilities in governance, risk oversight, and culture stewardship suggest influence on execution quality; firm’s 2024 performance and shareholder value creation underpin pay-for-performance credibility .