Kevin Johnson

About Kevin Johnson

Kevin Johnson, 64, is an independent director of The Goldman Sachs Group, Inc., serving since October 2022. He is a technology and consumer leader and former CEO of Starbucks, with prior senior leadership at Juniper Networks (CEO) and Microsoft (Platforms & Services President; earlier senior roles). He holds a degree from New Mexico State University and currently serves on the board of Goldman Sachs Bank USA; within GS’s board he is a member of the Compensation, Governance, and Risk Committees and serves on the Technology Risk Subcommittee (TRiS). The board has determined him to be independent under NYSE rules and the firm’s Director Independence Policy .

Past Roles

Organization	Role	Tenure	Committees/Impact
Starbucks Corporation	President & CEO	Apr 2017 – Apr 2022	Led global consumer brand
Starbucks Corporation	President & COO	Mar 2015 – Apr 2017	Operations leadership
Starbucks Corporation	Independent Director	2009 – Mar 2015	Governance perspective
Juniper Networks, Inc.	Chief Executive Officer	Sep 2008 – Jan 2014	Technology leadership
Microsoft Corporation	President, Platforms & Services	2005 – Sep 2008	Platform strategy
Microsoft Corporation	Group VP, WW Sales, Marketing & Services	2003 – 2005	Go-to-market leadership
Microsoft Corporation	Various senior positions (incl. SVP Sales, Marketing & Services)	1992 – 2003	Global sales/marketing

External Roles

Organization	Role	Tenure	Notes
Eisenhower Health	Member, Board of Directors	Not disclosed	Community involvement
National Security Telecommunications Advisory Committee (U.S.)	Member; chaired Cybersecurity Taskforce	Not disclosed	Served under Presidents George W. Bush and Barack Obama

Board Governance

Independence: The board determined Johnson is independent; 12 of 14 nominees are independent .
Committee assignments: Compensation; Governance; Risk; and TRiS (member; TRiS chaired by Jan Tighe; Thomas Montag ex officio) .
Attendance and engagement: Each current director attended over 75% of their board/committee meetings in 2024; overall attendance ~97%; there were 86 total board and committee meetings in 2024 .

Committee/Body	Johnson Role	2024 Meetings
Board of Directors	Director (Independent)	28
Compensation Committee	Member	11
Governance Committee	Member	9
Risk Committee	Member	13
Technology Risk Subcommittee (TRiS)	Member (Chair: Jan Tighe)	3 (formed June 2024)

Fixed Compensation (Director Pay)

Component (2024)	Amount ($)	Notes
Fees Earned or Paid in Cash	—	Johnson elected RSUs; no cash retainer shown
Stock Awards – 2023 Program (granted Jan 17, 2024)	373,785	Vested RSUs; grant-date fair value based on $377.18 close
Stock Awards – 2024 Program (Q1–Q3 tranches)	75,586	Vested RSUs; fair value based on quarter grant-date prices
Total Stock Awards	449,371	Sum of 2023 Program + 2024 Program
All Other Compensation	70,816	Includes GS Bank USA board retainer (elected in RSUs) and eligible charity match (up to $20,000)
Total 2024 Compensation	520,187	As reported

Grant pricing references used for 2024 director grants (RSUs):

2023 Annual Grant/4Q 2023 quarterly grant (granted Jan 17, 2024): $377.18 close .
2024 quarterly grants: Apr 16, 2024 $396.86; Jul 16, 2024 $503.02; Oct 16, 2024 $529.86 .

Program structure and limits:

Fixed program amount per non-employee director: $450,000 (non-chair) / $475,000 (chair) total annual compensation; no meeting fees; board may provide additional retainers for added service (e.g., subsidiary boards) .
Majority of director pay (at least 70%) in vested RSUs; directors may elect 100% RSUs; RSUs must be held through tenure with share delivery after retirement; no hedging/pledging of RSUs or company stock; no director has pledged shares .
Director compensation program limits cannot be amended without shareholder approval; no option repricing; double-trigger change-in-control; no “evergreen” feature .

Performance Compensation

Performance-Linked Element	Detail
Performance-conditioned director equity	Not used; non-employee director compensation delivered as vested RSUs, held-through-tenure with delivery after retirement; no performance metrics disclosed for directors .

Note: Non-employee director compensation is not tied to performance metrics; there are no director options or PSUs disclosed for directors .

Other Directorships & Interlocks

Category	Detail
Current U.S.-listed public boards	None
Former U.S.-listed public boards (past 5 years)	Starbucks Corporation
Subsidiary boards	Goldman Sachs Bank USA (retainer $50,000; Johnson elected RSUs)
Compensation Committee interlocks	None disclosed; committee members (incl. Johnson) had no interlocks in 2024

Expertise & Qualifications

Technology and consumer leadership: Former Starbucks CEO/COO/President; over 32 years in tech including senior roles at Microsoft and Juniper .
International growth experience including China; stakeholder governance and transformation of a global brand .
Education: Graduate of New Mexico State University .

Equity Ownership

Item	Detail
Beneficial ownership (as of Feb 24, 2025)	4,862 shares/vested RSUs (beneficial ownership table includes vested RSUs; excludes PSUs/unvested RSUs)
Director ownership guideline	Directors must own at least 5,000 shares or vested RSUs; transition period for new directors
Hold-through requirement	All director RSUs must be held during tenure; shares deliver post-retirement
Hedging/pledging	Hedging/pledging of RSUs prohibited; no hedging of common stock; no directors have pledged shares

Governance Assessment

Committee influence: Johnson sits on Compensation and Governance committees and the Risk Committee/TRiS, aligning his technology/cybersecurity background with oversight of technology-related risks (TRiS), and giving him influence on pay practices and board refreshment/succession .
Alignment and incentives: He elected to receive director compensation entirely in RSUs (no cash), strengthening alignment with long-term shareholder value given hold-through-tenure and post-retirement delivery requirements .
Independence/attendance: Independent under NYSE rules; each current director (including Johnson) attended over 75% of meetings; overall 2024 attendance ~97%, with substantial meeting cadence (86 combined meetings) indicating high engagement expectations .
Conflicts/related-party exposure: The proxy discloses related-person transactions tied to other directors (e.g., ArcelorMittal; Hess entities); no transactions involving Johnson or his affiliates are disclosed—reducing perceived conflict risk .
Additional service: Service on Goldman Sachs Bank USA’s board adds time commitment and a separate retainer (elected in RSUs), but also deepens oversight exposure to the banking subsidiary’s risk and governance matters .

RED FLAGS: None identified in the proxy for Johnson—no related-party transactions, no interlocks, no hedging/pledging, and independent status affirmed .