John Waldron

About John Waldron

John Waldron is President and Chief Operating Officer (COO) of Goldman Sachs, serving in this role since October 2018, and joined the Board of Directors as an employee director in February 2025; he is 56 and a graduate of Middlebury College . As COO, he manages day‑to‑day operations, executes firmwide strategy, collaborates across businesses, and co-chairs the Enterprise Risk Committee while chairing the Firmwide Reputational Risk Committee, providing broad risk management perspective . Firm performance in 2024 included stock price +48%, TSR +52%, quarterly dividend growth +9%, and BVPS growth +7%, reflecting strong shareholder value creation during the year . Waldron’s 2024 dashboard highlights execution of strategic priorities, operating efficiency, client engagement, and risk management, aligning his role with firm KPIs and capital allocation .

Past Roles

Organization	Role	Years	Strategic Impact
Goldman Sachs	President & Chief Operating Officer	Oct 2018 – Present	Drives execution priorities, operating efficiency, resource allocation; co-chairs Enterprise Risk Committee; chairs Reputational Risk Committee; high client engagement
Goldman Sachs	Co‑Head, Investment Banking Division	Dec 2014 – Oct 2018	Led IBD franchise through client coverage and strategic execution initiatives
Goldman Sachs	Global Head, Investment Banking Services/Client Coverage	2009 – Dec 2014	Oversaw global client coverage and franchise development
Goldman Sachs	Global Co‑Head, Financial Sponsors Group	2007 – 2009	Led sponsor coverage and leveraged transactions
Goldman Sachs	Co‑Head, Leveraged Finance	2000 – 2007	Built leveraged finance capabilities and sponsor financing

External Roles

Organization	Role	Years	Strategic Impact
Institute of International Finance	Executive Committee Member	N/A	Global financial system engagement
U.S.-China Business Council	Board of Directors	N/A	U.S.–China commerce policy dialogue
China Securities Regulatory Commission	International Advisory Council	N/A	Regulatory advisory perspective
Monetary Authority of Singapore	International Advisory Panel	N/A	Asia financial markets oversight insights
Middlebury College	Board of Trustees	N/A	Education governance
Southern Methodist University	Board of Trustees	N/A	Education governance
Cleveland Clinic	Board of Directors	N/A	Healthcare governance
Lincoln Center for the Performing Arts	Board of Directors	N/A	Cultural institution governance
Council on Foreign Relations	Member	N/A	Geopolitical and policy engagement
Other U.S.-listed company boards	Current/Former	None	No interlocks or public company directorships outside GS

Fixed Compensation

Year	Base Salary ($)
2023	1,850,000
2024	1,850,000

Perquisites include corporate aircraft access with required reimbursement of incremental costs for personal use; CEO and COO are expected to use corporate aircraft for security and efficiency reasons .

Performance Compensation

Annual Variable Compensation Mix

Year	Total Annual Compensation ($mm)	PSUs at Grant ($mm)	Carried Interest Program ($mm)	Cash Bonus ($mm)
2023	30.00	16.89	—	11.26
2024	38.00	21.69	2.89	11.57

Plan-Based Equity Awards Granted (2024 Grants of 2023 Year‑End PSUs)

Grant Date	PSU Target (#)	PSU Maximum (#)	Grant Date Fair Value ($)
1/29/2024	44,382	66,574	16,506,948

PSUs are tied to average firm ROE over a three‑year performance period with absolute and relative (peer) assessments; 2021, 2022, and 2023 Year‑End PSUs have performance periods 2022–2024, 2023–2025, and 2024–2026, respectively .
No stock options or SARs were granted in 2024; policy does not prioritize such awards .

Stock Vested and Payouts (2024 Settlements)

Award	Performance Period	Settlement Date	Shares Earned (#)	Value Realized ($)	Notes
2020 Year‑End PSUs	2021–2023	4/30/2024	51,590	21,819,459	Average ROE 13.6% at 82nd percentile vs Peers; 150% multiplier; mix of cash and stock; dividend equivalents $1,483,213

Shareholder Value Creation (SVC) Awards – Performance Structure

Metric	Weighting	Thresholds	Performance Period	Settlement / Transfer
Absolute TSR	50%	≥75% = 75%; 60% = 50%; 47% = 25%; <47% = 0%	Oct 21, 2021 – Oct 2026	Settled 100% in stock at end of period; Shares at Risk transfer restrictions for one year post‑delivery; forfeiture/clawback apply
Relative TSR (U.S. peers: BAC, C, JPM, MS, BK, WFC)	50%	≥80th pct = 75%; 65th pct = 50%; 40th pct = 25%; <40th pct = 0%	Oct 21, 2021 – Oct 2026	As above

Long‑Term Executive Carried Interest Incentive Program (CIP)

Term	Detail
Allocation	COO: 20% of non‑equity deferral (8% of annual variable compensation)
Vesting	Carry points vest ratably over three years; certain age/service exceptions apply; no acceleration; forfeiture on other terminations
Distributions	Cash distributions based on fund performance and partnership agreements; deferred if firm ROE <5% or CET1 below regulatory minimums
Recapture	Subject to forfeiture/clawback for cause, failure to perform obligations, or risk‑related misconduct

Retention RSUs (Granted January 2025)

Grant	Vesting	Value	Terms
130,508 RSUs to Waldron	Five‑year cliff; vest January 2030	$80,000,000 at $612.99 conversion price	100% stock‑settled; dividend equivalents; subject to stock ownership guidelines/retention and clawback; not part of annual compensation

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	106,456 shares of Common Stock as of Feb 24, 2025
Unvested/Unearned Equity Outstanding	183,681 unearned shares with reported market/payout value $105,179,414 at $572.62 on 12/31/2024 (PSUs 2021–2023 targets and SVC Award represented at target; final performance not determined at filing)
2024 Vested Shares	51,590 shares vested from 2020 Year‑End PSUs; value realized $21,819,459 and dividend equivalents $1,483,213
Retention Requirements	As COO, must retain at least 50% of After‑Tax Shares granted since appointment; Executive Leadership Team met stock ownership guidelines in 2024
Stock Ownership Guidelines	COO must retain shares equal in value to 6× base salary while in role; compliance reported
Transfer Restrictions	Shares at Risk from PSUs: restrictions through Jan 2029 (for 2024 Year‑End PSUs granted Jan 2025); SVC Shares: one‑year transfer restriction post‑delivery; prohibitions on sale, transfer, hedging, pledging generally apply even post‑separation (limited exceptions)
Hedging/Pledging Policy	Equity awards and Shares at Risk subject to restrictions and recapture; policies prohibit hedging/pledging of Shares at Risk

Employment Terms

Term	Detail
Notice & Garden Leave	As PMD/Management Committee, generally six months’ notice; may be inactive on garden leave during notice period
Cause	Defined to include criminal conviction, disqualifying conduct, willful failure to perform duties, securities law violations, policy violations (including hedging/pledging), reputational impairment, or conduct detrimental to the firm
Change in Control	Defined corporate transaction with continuity tests; double‑trigger applies (CIC plus termination without Cause or for Good Reason within 18 months) for acceleration/lapse or deemed satisfaction of goals, subject to conditions
Good Reason	Material adverse change in position/responsibilities or relocation >75 miles post‑CIC
Non‑Compete / Covered Enterprise	Forfeiture/recapture if associating with a Covered Enterprise (competitor or similar financial activities); non‑solicit of clients/employees enforced through award terms
Clawbacks	Sarbanes‑Oxley‑related clawback extended to all Executive Leadership Team (Jan 2015); Dodd‑Frank Section 10D clawback adopted Oct 2023 for accounting restatements; equity awards and carry points subject to recapture

Potential Payments upon Termination (Equity Award Treatment – Waldron)

Termination Reason	Unvested SVC Awards Vest ($)	Total ($)
Cause or Termination with Violation	0	0
Termination without Violation	17,757,990 (pro rata)	17,757,990
Death or Disability	27,770,099	27,770,099
Conflicted Employment	0	0
Termination in Connection with a CIC	27,770,099	27,770,099

PSUs and SVC Awards remain subject to Dodd‑Frank Clawback and Conduct‑Related Recapture; absent Cause, PSUs generally forfeit upon termination without Violation, while SVC Awards vest pro‑rata subject to conditions; awards continue to be eligible to be earned per existing terms and remain subject to transfer restrictions and recapture .

Board Governance

Board Service: Appointed to the Goldman Sachs Board on February 26, 2025; no other U.S.-listed company directorships (current or former) .
Committee Roles: Board committees (Audit, Compensation, Governance, Risk, and Public Responsibilities) are composed entirely of independent directors; Waldron is not listed as a member of any committee .
Dual‑Role Implications: As an employee director (COO), Waldron is not independent; governance safeguards include a robust Lead Independent Director role with enumerated duties (agenda setting, executive sessions, CEO evaluation, shareholder engagement), independent committee chairs, and regular sessions of independent directors to maintain oversight and independence .
Board Leadership & Refresh: Lead Director David Viniar (appointed April 2024); risk and technology oversight enhanced via Risk Committee and Technology Risk Subcommittee formed in June 2024 .

Compensation Structure Analysis

Equity‑dominant, pay‑for‑performance design: 2024 annual variable compensation allocated 57% PSUs, 8% CIP, and 30% cash for Waldron, with only 5% base salary of total compensation, emphasizing long‑term equity alignment and multi‑year ROE/TSR performance metrics .
Shift toward retention and stability: 2025 Retention RSUs with five‑year cliff vesting (not part of annual compensation) enhance senior leadership continuity and succession planning; awards are 100% stock‑based and subject to clawback and ownership retention requirements .
No options issuance: Goldman Sachs did not issue options/SARs in 2024, consistent with a shift to PSUs and stock‑settled awards with transfer restrictions (Shares at Risk) .
Robust risk‑balancing: Transfer restrictions, retention requirements (50% After‑Tax Shares for COO), stock ownership guidelines (6× salary for COO), and dual clawback policies (Sarbanes‑Oxley‑related and Dodd‑Frank Section 10D) mitigate undue risk‑taking and misalignment .

Equity Ownership & Alignment (Expanded)

Component	Detail
Ownership vs Guidelines	Executive Leadership Team met stock ownership guidelines in 2024; COO guideline = 6× base salary
Vested vs Unvested	Significant unearned awards outstanding (183,681 shares at target) with three‑ to five‑year performance/vesting periods; 2020 PSUs settled at 150% multiplier based on ROE outperformance
Pledging/Hedging	Shares at Risk are non‑transferable and generally cannot be hedged or pledged; equity awards subject to recapture

Employment & Contracts (Key Restrictions)

Provision	Scope
Non‑Solicit	Forfeiture if soliciting clients or employees; interference with client relationships triggers recapture
Covered Enterprise	Competes with GS products/services or activities; association triggers forfeiture/recapture
Garden Leave	Up to six months; firm may require inactivity during notice period

Performance & Track Record

2024: Waldron led operating efficiency, resource allocation, client franchise connectivity (“One Goldman Sachs”), and risk management focus, including direct regulator engagement and regional strategy oversight amid geopolitical dynamics .
Shareholder value creation: 2024 saw stock price +48%, TSR +52%, dividend +9%, and BVPS +7%; over five years, stock price +149%, TSR +182%, quarterly dividend +140%, BVPS +54% (firm metrics contextual to management’s tenure) .
PSU achievements: 2020 Year‑End PSUs achieved a 150% multiplier (average ROE 13.6% at 82nd percentile vs peers) and settled in April 2024 .

Say‑on‑Pay & Shareholder Feedback

2025 ballot includes advisory vote to approve executive compensation; Board recommends FOR .
Lead Director engagement with shareholders emphasized retention awards for CEO/COO, succession planning rigor, board independence, and compensation alignment amid heightened talent competition (alt asset managers, hedge funds, non‑bank liquidity providers) .

Compensation Committee Analysis

Compensation Committee is fully independent; responsible for CEO and executive compensation, plan approvals, HCM oversight, and prepares committee report; chaired by Kimberley Harris with ex‑officio participation by Lead Director .

Investment Implications

Retention risk low: Five‑year cliff Retention RSUs (vesting Jan 2030) and significant outstanding PSUs/SVC Awards create strong retention incentives; equity‑heavy mix with strict transfer and retention requirements reduces near‑term selling pressure .
Alignment strong: Ownership guidelines (6× salary), 50% After‑Tax Shares retention requirement, and Shares at Risk transfer restrictions limit hedging/pledging and enforce long‑term alignment; PSU metrics on multi‑year ROE and SVC on absolute/relative TSR link pay to value creation .
Trading signals: Upcoming performance settlements (e.g., 2021 Year‑End PSUs) and one‑year transfer restrictions post‑SVC settlement constrain supply; watch for pro‑rata vesting of SVC on termination without Violation and double‑trigger CIC mechanics, though PSUs typically forfeit on termination without Violation .
Governance mitigants: Waldron’s dual role (COO + director) is offset by strong independent board structure, independent committee chairs, and an empowered Lead Independent Director, supporting oversight integrity .
Risk flags: Large Retention RSUs ($80M) add future dilution but are 100% stock and subject to clawbacks; no options repricing and robust clawback policies reduce headline risk; continued monitoring of firm ROE and CET1 (CIP distributions gated) advisable .