Kimberley Harris

About Kimberley Harris

Kimberley Harris (age 54) is an independent director of The Goldman Sachs Group, Inc., serving since May 2021. She is Executive Vice President of Comcast Corporation and General Counsel of NBCUniversal, with prior roles in the White House Counsel’s Office, the U.S. Department of Justice, and Davis Polk. She holds degrees from Harvard College and Yale Law School, and brings cross-disciplinary legal, government/regulatory and reputational risk expertise to the board .

Past Roles

Organization	Role	Tenure	Committees/Impact
Comcast Corporation	Executive Vice President	2019 – Present	Oversees global government affairs for NBCUniversal and international government/regulatory affairs for Comcast .
NBCUniversal	General Counsel	2013 – Present	Provides legal advice to senior management and oversees legal function across divisions .
White House Counsel’s Office	Principal Deputy Counsel; Associate Counsel	2010 – 2012	Managed complex governmental and regulatory matters .
U.S. Department of Justice (Criminal Division)	Senior Counsel to the Assistant Attorney General	2009 – 2010	Federal legal/regulatory experience .
Davis Polk & Wardwell LLP	Partner/Counsel/Associate	1997 – 2013 (various)	Corporate and regulatory legal practice .

External Roles

Organization	Role	Tenure	Committees/Impact
Advocates for Children of New York City	President, Board of Directors	Not disclosed	Education/advocacy governance .
Brennan Center for Justice (NYU Law)	Co‑Chair, Board of Directors	Not disclosed	Public policy and rule-of-law focus .
Yale Law School Center for the Study of Corporate Law	Advisory Board Member	Not disclosed	Corporate law advisory .
Mount Sinai Health System	Board of Trustees	Not disclosed	Healthcare governance .
Public company boards	None (current); None (past 5 years)	—	Reduces interlocks/conflicts risk .

Board Governance

Committee assignments: Chair, Compensation Committee; Member, Governance; Member, Public Responsibilities (all independent committees) .
Independence: Board determined she is independent; 12 of 14 nominees are independent under NYSE rules and firm policy .
Attendance and engagement: All current directors attended over 75% of meetings in 2024; overall attendance ~97%. 86 total Board/committee meetings; executive sessions held 19 times. Lead Director and/or Compensation Chair engaged with shareholders representing >30% of common stock in 2024 .
Leadership signal: Lead Director publicly credited Harris for “thoughtful” leadership of the Compensation Committee (positive governance signal) .

2024 Meetings (Context)	Count
Board	28 (includes special committees)
Audit	16
Compensation	11
Governance	9
Public Responsibilities	6
Risk	13
Technology Risk Subcommittee (TRiS)	3

Fixed Compensation

GS Director Compensation Program (for 2024 service):

Component	Annual Value	Form/Timing
Annual RSU Grant	$350,000	RSUs, granted annually in arrears .
Annual Retainer	$100,000	Cash or RSUs, director election; paid/granted quarterly in arrears .
Committee Chair Fee	$25,000	Cash or RSUs, if applicable; paid/granted quarterly in arrears .

Key program features:

At least 70% of director pay in vested RSUs; directors may elect up to 100% in RSUs. RSUs must be held through tenure; underlying shares deliver only after retirement. No meeting fees; no hedging or pledging of RSUs or company stock; 5,000-share/RSU ownership guideline (transition period for new directors) .
2025 SIP maintains fixed program limits: $450,000 for non-chair; $475,000 for chair roles (ex‑subsidiary board service) .

Kimberley Harris – 2024 Director Compensation (SEC table):

Item	Amount ($)
Fees earned or paid in cash	125,000 .
Stock awards (RSUs)	349,646 (2023 program RSUs granted Jan 17, 2024; 2024 grants made Jan 16, 2025 not required in this table) .
All other compensation	20,000 (employee matching gift program) .
Total	494,646 .

Notes: No meeting fees; subsidiary board retainers apply to select directors (not indicated for Harris). Matching gifts for directors are capped at $20,000 and included in “All Other Compensation” .

Performance Compensation

Director equity is not performance-conditioned (no PSUs/options for directors). Alignment comes via hold‑through‑retirement RSUs, ownership guidelines, and no-hedge/no‑pledge restrictions .
Governance‑risk controls: Recapture/clawback provisions, transfer restrictions, and no hedging/pledging under the equity plan framework (firm-wide) .

Performance metric table (Directors):

Element	Metric(s)	Term
Annual RSU grant (Directors)	None (time/tenure-based; delivery post‑retirement) .	RSUs held for entire tenure; shares deliver ≥90 days post retirement .

Other Directorships & Interlocks

Company	Role	Status
Public company boards	—	None current; none in past 5 years .

Independence/related-party screening: Ordinary course transactions with entities affiliated with independent directors are reviewed; for entities where Harris is an employee, aggregate 2024 revenues to/from GS, if any, did not exceed 0.01% of the counterparty’s 2024 consolidated gross revenues (immaterial under policy). Client relationships for directors/family accounts generated ≤0.01% of GS revenues. Board concluded independence under NYSE and firm standards .

Expertise & Qualifications

Cross‑disciplinary legal leadership spanning private practice, DOJ, White House, and global media/technology (Comcast/NBCUniversal) .
Government and regulatory affairs expertise; public policy and reputational risk management .
Active civic/non‑profit governance across education, healthcare, and rule‑of‑law organizations .

Equity Ownership

Item	Detail
Beneficial ownership (as of Feb 24, 2025)	3,170 shares (includes vested RSUs counted as beneficial ownership) .
Vested RSUs included above	3,170 RSUs; deliverable post‑retirement .
Ownership as % outstanding	No individual director owned >1%; group of 20 senior insiders owned ~0.55% (0.49% ex‑vested RSUs) .
Pledging/hedging	Prohibited for director RSUs and company stock .
Ownership guideline	5,000 shares or vested RSUs; transition period for new directors (compliance timing not specified) .

Compensation Committee Analysis

Composition (all independent): Harris (Chair), Michele Burns, John Hess, Kevin Johnson, Ellen Kullman, Lakshmi Mittal; ex‑officio: Lead Director David Viniar .
Independent consultant: FW Cook advises on compensation program structure (including Carried Interest Program and RSUs), benchmarking, and risk assessment; determined independent with no conflicts .
Say-on-Pay: 2024 support ~86% (supports pay philosophy and program rigor), with strong stakeholder engagement by Lead Director and Compensation Chair .
Peer and program design: U.S. and European bank peers considered, plus alternative asset managers and S&P 100 context given GS’s talent market; program maintains robust risk‑balancing features and clawbacks .

Governance Assessment

Strengths: Independent director and Compensation Chair; recognized by Lead Director for effective chairmanship; high board engagement cadence; equity‑heavy director pay with hold‑through‑retirement; strict no‑hedge/no‑pledge policy; formal ownership guideline; robust independence screening of related‑party exposure .
Watch items: Harris is a full‑time senior executive at Comcast/NBCUniversal; GS’s board/committee workload is substantial (86 meetings in 2024). However, GS has formal overboarding limits (max four public boards including GS); Harris holds no other public company boards, mitigating time/overboarding risk. Ownership guideline applies with a transition period; current beneficial holdings reflect tenure-based accumulation typical under GS’s director RSU structure .
Investor confidence signals: Strong Say‑on‑Pay vote, extensive shareholder engagement by Lead Director and Compensation Chair, and transparent program changes (e.g., Carried Interest Program) overseen by her committee .