Kathryn Ruemmler

About Kathryn Ruemmler

Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc. (effective March 15, 2021), overseeing the Legal division as well as the Compliance division, Office of Regulatory Relations, and Conflicts Resolution Group; Chair of the Firmwide Conduct Committee and Co‑Vice Chair of the Firmwide Reputational Risk Committee . Firm performance under the current leadership in 2024: net revenues $53.5B (+16% YoY), EPS $40.54 (+77% YoY), ROE 12.7%, with stock price +48% and TSR +52%, reflecting strong capital markets activity and strategic execution in Global Banking & Markets and Asset & Wealth Management . Responsibilities include centralizing regulatory engagement, litigation oversight, and enterprise risk/control investments that underpin pay-for-performance outcomes tied to ROE/TSR metrics embedded in PSU/SVC awards .

Past Roles

Fixed Compensation

Notes:

• No employment agreements providing severance; no golden parachutes; no guaranteed bonuses; no tax gross‑ups (except international assignments/relocations); no repricing of underwater options; robust hedging/pledging prohibitions .

Performance Compensation

PSU design and payout mechanics:

• Metric and weighting: 3‑year average ROE (absolute and relative vs U.S. & European peers), paid 0–150% of target; relative metric assessed against defined peers .
• Targets/thresholds: Absolute ROE <5% → 0%; ≥16% → 150%; relative ROE 25th percentile → 50%, 60th → 100%, 75th → 150% (scaled between thresholds; capped at 100% if GS absolute ROE 5–6%) .
• Vesting/settlement: PSUs granted in Jan 2025 for 2024 year-end settle in 2028; for other NEOs (incl. CLO) settle 100% in GS common stock (“Shares at Risk”) subject to transfer restrictions; cumulative dividend equivalents payable only if earned .
• Historical vesting example: 2020 Year‑End PSUs earned at 150% (avg ROE 13.6%, 82nd percentile vs peers) with value realized in 2024; Ruemmler shares acquired on vesting: 6,909, value $12,102,311, plus $198,634 dividend equivalents .

Carried Interest Program (CIP):

• Reduces cash portion of annual variable comp by allocating “carry points” in a basketed access fund (StoneBridge 2024 Access Fund, L.P.) spanning multiple GS alternatives strategies; vest ratably over 3 years; value at risk for fund life; distributions only if specified performance returns achieved .
• Gating: no distributions in years with firm ROE <5% or CET1 below minimums; participants (other NEOs) commit minimum LP capital ($50,000) in applicable access funds; subject to robust restrictive covenants and clawback .

Shareholder Value Creation (SVC) Awards (long-term, non‑annual):

• Performance: 5‑year term from Oct 21, 2021; vesting based 50% on absolute TSR and 50% on relative TSR vs U.S. peers (BAC, C, JPM, MS, BK, WFC) with thresholds (e.g., ≥75% absolute TSR → 75% of target) .
• Settlement: 100% in GS shares, subject to 1‑year transfer restrictions; rigorous clawbacks apply .

Equity Ownership & Alignment

Alignment mechanisms and restrictions:

• Retention requirements: As an NEO, required to retain at least 25% of after‑tax shares received since appointment to Management Committee; Exec Leadership Team met stock ownership guidelines in 2024 .
• Shares at Risk transfer restrictions: PSU shares delivered in respect of 2024 year‑end awards have transfer restrictions through January 2029 .
• Hedging/pledging: Executives and directors cannot hedge or pledge equity awards; no executive or director has any GS common shares subject to a pledge .
• Beneficial ownership: No individual director/NEO exceeded 1% of GS common shares; group beneficially owned ~0.55% (0.49% excluding vested RSUs) as of Feb 24, 2025 .

Upcoming vesting/schedule visibility (insider selling pressure gauge):

• 2021 Year‑End PSUs expected to settle Spring 2025 (subject to performance and transfer restrictions on Shares at Risk); 2022 Year‑End PSUs (performance period 2023–2025) likely settle 2026; 2023 Year‑End PSUs (2024–2026) likely settle 2027; 2024 Year‑End PSUs (2025–2027) settle 2028 .

Employment Terms

• Severance/change‑of‑control: No employment agreements providing severance; on termination without violation, SVC awards vest pro‑rata (PSUs forfeited); on death/disability or termination within 18 months of a change in control (Good Reason/without Cause), PSU/SVC vest and transfer restrictions are removed, with delivery subject to original performance conditions (double trigger) .
• Potential payments (Dec 31, 2024 scenario):
  • Termination without violation: SVC vesting $6,194,952 .
  • Death/disability: PSUs $12,559,831; SVC $9,687,497; total $22,247,328 .
  • Termination in connection with change in control: PSUs $12,559,831; SVC $9,687,497; total $22,247,328 .
• Notice/garden leave: PMDs/Management Committee members generally subject to six months’ notice; firm may impose garden leave during notice period .
• Restrictive covenants/clawbacks: Extensive conduct‑ and risk‑related recapture (Cause, failure to consider risk, breached obligations, solicitation/hiring, default/capital ratios) across RSUs/PSUs/SVC/CIP; arbitration and certification requirements embedded in award terms .

Compensation Structure Analysis

• Year‑over‑year mix shift: Total annual compensation rose from $16.0M (2023) to $22.5M (2024), with PSUs increasing from $8.70M to $12.60M and cash bonus from $5.80M to $7.56M; introduction of CIP ($0.84M allocation) reduces the purely cash element while maintaining PSU rigor tied to ROE .
• Program enhancements: CIP ties senior pay to long‑duration fund performance; PSU thresholds unchanged year‑over‑year; continued use of Shares at Risk, ownership/retention guidelines, and recapture policies to discourage imprudent risk‑taking .
• Pay-for-performance governance: Independent Compensation Committee (FW Cook advisor), Assessment Framework blends financial (ROE, ROTE, efficiency, TSR) and nonfinancial factors (risk management, culture, client focus) across peers; 2024 Say‑on‑Pay support ~86% .

Say‑on‑Pay & Shareholder Feedback

• 2024 advisory approval ~86%; investors supported high percentage of performance‑based pay, 100% PSUs for year‑end equity, robust risk balancing; Board engaged >30% of common stock via Lead Director/Compensation Chair .

Equity Ownership Guidelines & Pledging

• Executive ownership/retention: NEO retention of at least 25% of after‑tax shares; Exec Leadership Team met ownership guidelines in 2024 .
• Hedging/pledging: Strict prohibitions; zero pledged shares among executives/directors .

Performance & Track Record

• 2024 shareholder value: stock price +48%, TSR +52%, quarterly dividend +9%, BVPS +7% .
• Segment execution: Record financing revenues ($9.1B) in FICC/Equities; record management/other fees ($10.4B) in AWM; $72B third‑party alternatives fundraising; private banking/lending revenues $2.9B (+12% YoY) .
• Role‑specific achievements: Strengthened litigation outcomes, centralized regulatory relations via Office of Regulatory Relations, enhanced reputational risk management and conduct oversight through committees .

Investment Implications

• Alignment/retention: PSU and SVC designs (ROE/TSR) plus Shares at Risk retention and anti‑pledging create high alignment and reduce forced selling; CIP adds multi‑year, performance‑gated fund exposure, further lowering near‑term cash realizations .
• Near‑term events: 2021 Year‑End PSUs expected to settle Spring 2025; watch for delivery windows and transfer restrictions; PSU/SVC vesting remains performance‑ and clawback‑conditioned, limiting opportunistic selling .
• Risk controls: Extensive recapture (Cause, risk failures, solicitation), ownership/retention guidelines, and CET1/ROE gates on CIP distributions mitigate compensation‑related risk; strong Say‑on‑Pay support suggests low governance overhang .