Mark Flaherty

About Mark Flaherty

Mark Flaherty, 65, has served as an independent director of The Goldman Sachs Group, Inc. since December 2014. He brings over 20 years of investment management leadership, including senior roles at Wellington Management and Standish, with expertise in institutional investor perspectives on performance, governance, and risk. He serves on the Audit, Governance, and Risk Committees, and is a graduate of Providence College. The Board has determined he is independent under NYSE and GS policies.

Past Roles

Organization	Role	Tenure	Committees/Impact
Wellington Management Company	Vice Chairman	2011–2012	Institutional investor perspective; risk and governance insight
Wellington Management Company	Director of Global Investment Services	2002–2012	Institutional investor perspective; risk and governance insight
Wellington Management Company	Partner, Senior Vice President	2001–2012	Institutional investor perspective; risk and governance insight
Standish, Ayer and Wood	Executive Committee Member	1997–1999	Institutional investor perspective; risk and governance insight
Standish, Ayer and Wood	Partner	1994–1999	Institutional investor perspective; risk and governance insight
Standish, Ayer and Wood	Director, Global Equity Trading	1991–1999	Trading and market risk expertise
Aetna	Director, Global Equity Trading	1987–1991	Trading and market risk expertise

External Roles

Organization	Role	Tenure	Committees/Impact
Public company boards (current)	None	—	—
Public company boards (past 5 years)	None listed	—	—
Providence College	Former Member, Board of Trustees	Not disclosed	Non‑profit governance

Board Governance

Item	Detail
Independence status	Independent director under NYSE rules and GS policy
Board service start	December 2014
Committees	Audit (member); Governance (member); Risk (member)
Audit Committee report signatory	Yes (member), alongside Chair Peter Oppenheimer
2024 meeting cadence (Board/Committees)	Board 28; Audit 16; Governance 9; Risk 13; TRiS Subcommittee 3; executive sessions without management 7 + 12 additional sessions
Attendance disclosure	Each current director attended over 75% of their Board/Committee meetings; overall attendance ~97%

Committee focus areas: Audit oversees financial statements, internal controls, auditor independence, and internal audit; Governance oversees board composition, evaluations, succession, and director pay; Risk oversees capital/liquidity, market/credit/operational/cyber/climate/model risk, with a Technology Risk Subcommittee formed in 2024.

Fixed Compensation

Component	2024 Amount ($)	Notes
Fees earned or paid in cash	100,000	Annual retainer; he elected cash for 2024 retainer/chair fees
All other compensation	20,000	Includes items such as subsidiary board service where applicable (program-level explanation)
Total	469,646	Sum of cash, stock awards (see RSUs below), and other compensation

Director compensation program limits (non-employee): $450,000 for non-chairs and $475,000 for chairs (inclusive of cash and equity), per the 2025 SIP; directors may receive additional compensation for additional service (e.g., subsidiary boards). No change to director program in 2025 SIP.

Performance Compensation

Award type	Grant date(s)	Vesting	Delivery	2024 Value ($)
RSUs (director program)	January 17, 2024 (for 2023 service)	Vested upon grant	Shares deliver on first eligible trading day at least 90 days after director’s retirement	349,646

Program design signals: At least 70% of director compensation in vested RSUs; directors may elect 100% in RSUs; RSUs must be held through tenure; shares deliver only after retirement; no meeting fees. Hedging or pledging of RSUs or common stock is prohibited.
Performance metrics: None disclosed for non-employee director compensation (program is retainer/equity-based without TSR/ESG/performance hurdles).

Other Directorships & Interlocks

Company	Role	Committee roles	Potential interlocks/conflicts
None (current U.S.-listed)	—	—	—
None listed (past 5 years)	—	—	—

Expertise & Qualifications

Leadership in investment management; informed institutional investor perspective on performance and governance; risk expertise.
Committee experience across Audit, Governance, and Risk at GS.
Education: Graduate of Providence College.

Equity Ownership

Metric	As of	Amount	Notes
Beneficial ownership (Common Stock incl. vested RSUs)	Feb 24, 2025	18,013	None of the individual directors owns >1% of outstanding shares
Vested RSUs included in the above	Feb 24, 2025	16,916	Included in beneficial ownership count
Pledged shares	Policy statement	None (no director has shares subject to a pledge)	Pledging and hedging are prohibited
Director ownership guideline	Policy	5,000 shares or vested RSUs (with transition period for new directors)	Hold‑through‑retirement on RSUs
Guideline compliance (inference)	—	Meets	Based on 18,013 beneficial (incl. vested RSUs) vs. 5,000 guideline

Insider Trades (Section 16)

Period	Transaction type	Shares	Notes
Mar 30, 2022 – Sep 27, 2024	Quarterly DRIP acquisitions	82.355	Form 4 filings were made after deadlines due to a discontinued dividend reinvestment program at an unaffiliated broker

Governance Assessment

Strengths: Independent; multi-committee service across Audit, Governance, and Risk; signatory to Audit Committee report; strong institutional investor background; high alignment via hold‑through‑retirement RSUs and 5,000‑share ownership guideline; no pledging/hedging allowed; no related‑party transactions disclosed involving Flaherty.
Attendance and engagement: Board and committees were highly active in 2024 (86 total meetings); each current director exceeded the 75% attendance threshold; group attendance ~97%; all directors then in office attended the 2024 Annual Meeting.
Pay structure: Fixed program with heavy equity emphasis and deferred delivery through retirement supports long‑term alignment; director program limits codified in the 2025 SIP; no meeting fees or performance metrics for director pay.
Watch items / red flags: Administrative lapse—late Section 16 filings for small aggregate DRIP acquisitions (82.355 shares) noted; Board disclosed and explained; otherwise no pledging, no related‑party transactions tied to Flaherty identified.