Lakshmi Mittal

About Lakshmi Mittal

Lakshmi N. Mittal (age 74) has served as an independent director of The Goldman Sachs Group, Inc. since June 2008. He is Executive Chairman (since Feb 2021) and former Chairman & CEO of ArcelorMittal S.A., and previously CEO of Mittal Steel Company. He holds a degree from St. Xavier’s College (India). His core credentials include leadership in global operations, international governance, and sustainability oversight across 60+ countries .

Past Roles

Organization	Role	Tenure	Committees/Impact
ArcelorMittal S.A.	Executive Chairman	Feb 2021 – Present	Led global integrated steel/mining sustainability initiatives; prior Chairman & CEO (May 2008–Feb 2021)
ArcelorMittal S.A.	Chairman & CEO	May 2008 – Feb 2021	Strategic leadership of global footprint in 60 countries; industrial operations in 15 countries
Mittal Steel Company N.V.	Chief Executive Officer	1976 – Nov 2006	Founder; business development and operations leadership

External Roles

Organization	Role	Tenure	Notes
ArcelorMittal S.A. (NYSE: MT)	Director	Current	Current U.S.-listed public company directorship
Cleveland Clinic	Board of Directors/Trustee	Current	Non-profit governance
Indian School of Business	Governing Board	Current	Academic governance
World Steel Association	Executive Committee	Current	Industry body
LNM Institute of Information Technology	Governing Council Chair	Current	Academic governance
Harvard University	Global Advisory Council	Current	Advisory role

Board Governance

Independence: The Board determined Mr. Mittal is independent under NYSE rules and GS’s Director Independence Policy; 12 of 14 nominees are independent . Annex B details immaterial transaction categories used in independence determinations (revenues/payments thresholds) covering Mittal and family-affiliated entities .
Committee memberships: Compensation; Governance; Public Responsibilities (all independent committees) .
Attendance and engagement: In 2024, GS held 86 total Board/committee meetings, with ~97% overall director attendance; each current director attended >75% of applicable meetings. There were 19 sessions without management and >300 engagements by the Lead Director and Chairs outside formal meetings .
Board effectiveness: Annual evaluations, robust Lead Director role, TRiS subcommittee formed in June 2024 for technology risk oversight; governance best practices include director share ownership, no hedging/pledging, and majority voting with resignation bylaw .

Fixed Compensation

Component	Program Terms	2024 Actual (Mittal)	Form/Timing
Annual RSU Grant	$350,000 per year; granted in arrears; vested RSUs; hold-through-retirement delivery	$349,646 (2023 Annual Grant booked Jan 17, 2024 at $377.18 close)	RSUs granted Jan 17, 2024
Annual Retainer	$100,000 per year; director may elect cash or RSUs; paid quarterly in arrears	$75,586 (first three quarters of 2024 in RSUs; Q4 RSUs granted Jan 16, 2025, disclosed in 2026 proxy)	RSUs on Apr 16 ($396.86), Jul 16 ($503.02), Oct 16 ($529.86), 2024
Committee Chair Fee (if applicable)	$25,000 per year; election of cash or RSUs; paid quarterly	Not applicable (not a Chair)	N/A
Total Director Compensation	Base $450,000; +$25,000 if Chair	$449,371 total; $0 cash; $449,371 stock awards; $0 other comp	RSUs (vest at grant; delivered post-retirement)

Notes:

No meeting fees; no special committee fees; subsidiary board fees apply only if serving on subsidiary boards (not applicable to Mittal per 2024 summary table) .

Performance Compensation

Director pay is fixed (retainer + annual RSU grant); there are no disclosed performance metrics tied to director compensation. Program emphasizes long-term alignment: at least 70% of director comp in equity RSUs, hold-through-retirement, no hedging/pledging .

Other Directorships & Interlocks

Entity	Relationship	Nature of Transactions	Terms/Status	Governance Risk Notes
ArcelorMittal S.A.	Mittal is Executive Chairman; beneficially owns ~44%	GS participates in $5.5B five-year RCF; GS commitment ~ $165M; rate SOFR + 55 bps; no loan outstanding	Facility refinanced/amended Apr 2024	Ordinary course; arm’s-length; independence assessed under policy
ArcelorMittal affiliate (25% AM ownership)	Credit facility	GS commitment ~$50M of $212.5M facility; rate SOFR + 450 bps; ~$41.7M GS outstanding	Partially drawn	Arm’s-length; monitored under policy
ArcelorMittal S.A.	Capital markets	GS underwriter in dual-tranche $1B and €1B public debt offerings in Jun and Dec 2024	Executed in 2024	Arm’s-length; reputational/conflict review

Expertise & Qualifications

Global leadership, operations, and business development across complex, regulated industries (steel/mining); international governance experience; sustainability focus .
External governance roles across industry, academic, and healthcare institutions add perspective on reputational and public responsibilities oversight .

Equity Ownership

Item	Value	Notes
Total beneficial ownership (incl. vested RSUs)	53,692 shares	Includes 38,692 vested RSUs held to retirement
Vested RSUs included	38,692	RSUs vest at grant; delivery after retirement; hold-through-retirement requirement
Ownership vs. shares outstanding	<1% (no individual director >1%)	Group (20 persons) ≈0.55% incl. vested RSUs; 0.49% excl. RSUs
Hedging/Pledging	Not permitted; none pledged	RSUs and common stock hedging prohibited
Director ownership guideline	≥5,000 shares or vested RSUs; transition for new directors	Mittal exceeds guideline (53,692)

Governance Assessment

Board effectiveness: Mittal serves on three key independent committees (Compensation, Governance, Public Responsibilities), aligning with his global operations and reputational oversight experience. The Board maintains strong independent leadership and rigorous evaluation processes .
Independence and conflicts: While GS conducts meaningful ordinary-course business with ArcelorMittal (credit facilities and underwriting), all transactions are described as arm’s-length and evaluated under GS’s Related Person Transactions Policy, with independence determinations deeming such relationships immaterial (revenues/payments far below thresholds). This remains a monitored area given Mittal’s ~44% beneficial ownership of ArcelorMittal .
Director alignment: Mittal elected to receive director compensation entirely in RSUs in 2024 (no cash), reinforcing alignment via hold-through-retirement and prohibitions on hedging/pledging. His ownership exceeds GS’s director guideline, supporting skin-in-the-game .
Attendance/engagement: High collective attendance (~97%) and extensive engagement by independent leadership suggest effective oversight; specific per-director attendance beyond >75% threshold is not disclosed .
RED FLAGS to monitor: Related-party exposure with ArcelorMittal (credit commitments and underwriting) despite arm’s-length characterization; continued verification of immateriality thresholds and independence determinations is prudent for investor confidence . No pledging or performance-linked director pay mitigates alignment risk .

Overall signal: Mittal’s committee roles, equity-heavy compensation elections, and compliance with ownership/hedging standards support alignment and governance quality. Related-party dealings with ArcelorMittal are disclosed transparently and controlled via policy; monitor scale/terms over time to ensure continued immateriality and independence .