Michele Burns

About Michele Burns

Michele Burns (67) has served as an independent director of The Goldman Sachs Group, Inc. since October 2011. She sits on the Compensation, Governance, and Public Responsibilities Committees and serves on the board of subsidiary Goldman Sachs International. Burns brings deep financial and human capital expertise as former CEO of Mercer LLC and CFO at Marsh & McLennan, Mirant, and Delta Air Lines. She holds undergraduate and master’s degrees from the University of Georgia. The Board has affirmatively determined she is independent under NYSE rules and the firm’s Director Independence Policy.

Past Roles

Organization	Role	Tenure	Committees/Impact
Mercer LLC (MMC subsidiary)	Chairman and Chief Executive Officer	Sep 2006 – Oct 2011	Led global HR consulting, outsourcing, and investment services; brings HCM and compensation program expertise to GS board work.
Marsh & McLennan Companies, Inc. (MMC)	Chief Financial Officer	Mar 2006 – Sep 2006	Financial management and reporting experience; audit literacy.
Mirant Corporation	CFO, Chief Restructuring Officer, EVP	May 2004 – Jan 2006	Turnaround and restructuring leadership; risk and capital management perspective.
Delta Air Lines, Inc.	EVP & CFO (various positions)	Jan 1999 – Apr 2004	Large-scale operations, treasury, and financial reporting experience.
Arthur Andersen LLP	Senior Partner; Leader, Southern Regional Federal Tax Practice	1981 – 1999	Accounting, tax, and financial statements expertise.

External Roles

Organization	Role	Tenure	Notes/Committees
Anheuser‑Busch InBev	Director (current)	Not disclosed	Current U.S.-listed company directorship.
Etsy, Inc.	Director (current)	Not disclosed	Current U.S.-listed company directorship.
Cisco Systems, Inc.	Director (former, past 5 years)	Not disclosed	Former U.S.-listed company directorship.
Stanford University Center on Longevity	Advisory Council Member; former Center Fellow and Strategic Advisor	Not disclosed	Non-profit governance and longevity policy perspective.
Elton John AIDS Foundation	Former Board Member and Treasurer	Not disclosed	Non-profit finance oversight.

Board Governance

Committee assignments: Compensation, Governance, Public Responsibilities; subsidiary board service: Goldman Sachs International.
Independence: 12 of 14 nominees independent; Board determined Burns is independent and meets heightened committee independence standards.
Board activity and attendance: 86 total Board/Committee meetings in 2024; Board 28, Audit 16, Compensation 11, Governance 9, Public Responsibilities 6, Risk 13, TRiS 3; directors attended >75% of meetings, ~97% overall attendance; all directors then in office attended the 2024 Annual Meeting (one via webcast for medical reasons).
Compensation Committee oversight: Burns is a member; Committee recommended CD&A inclusion and oversees executive pay, plans, and HCM strategy.

Fixed Compensation

Component (2024 Director Program)	Amount	Form & Timing
Annual RSU Grant	$350,000	RSUs granted annually in arrears.
Annual Retainer	$100,000	RSUs or cash, director election; paid quarterly in arrears.
Committee Chair Fee (if applicable)	$25,000	RSUs or cash, director election; paid quarterly in arrears.
Total Annual Base Compensation	$450,000	Program amount for non-chair directors (unchanged for 2025).
Director Compensation Limits (2025 SIP)	$450,000 non‑chair; $475,000 chair	Fixed annual limits, inclusive of cash/equity; additional compensation possible for subsidiary boards.

Notes:

Subsidiary board service compensation: $50,000 cash retainer for subsidiary board members; $100,000 for subsidiary board chairs (prorated).
2024 Burns compensation: $100,000 fees in cash; $349,646 stock awards; $70,000 other compensation (GS International board cash retainer); total $519,646.

Performance Compensation

Item	Details
Performance metrics tied to director pay	None disclosed; GS’s director program emphasizes fixed RSU grants and retainers (vested RSUs delivered post-retirement), long-term alignment, and hold-through retirement.
Ownership requirements	Minimum 5,000 shares or vested RSUs; directors may elect to receive 100% of compensation in RSUs; no hedging or pledging of RSUs or Common Stock permitted.

Other Directorships & Interlocks

Relationship Type	Detail	Potential Conflict Assessment
Public company boards	Anheuser‑Busch InBev; Etsy (current); Cisco Systems (former).	Not competitors to GS; could be clients or counterparties; reviewed in independence process.
Client relationships (ordinary course)	Burns and family members are GS clients on standard terms; aggregate 2024 revenues from each such account ≤0.01% of GS 2024 consolidated gross revenues.	Immaterial under Director Independence Policy; no preferential treatment indicated.

Expertise & Qualifications

Human capital management and strategic consulting from leading Mercer LLC.
CFO experience across multiple global public companies; expertise in accounting and preparation/review of financial statements.
Public company governance across varied sectors; committee service breadth.

Equity Ownership

Holder	Beneficial Ownership (incl. vested RSUs)	Vested RSUs	Ownership % of Outstanding
Michele Burns	26,967	26,967	<1% (no individual director >1% as of Feb 24, 2025).

Additional alignment and restrictions:

RSUs are vested at grant and must be held through Board tenure; underlying shares delivered ≥90 days after retirement.
Ownership guideline: ≥5,000 shares or vested RSUs; Burns exceeds guideline.
No hedging or pledging allowed; “No director has shares of Common Stock subject to a pledge.”

Governance Assessment

Board effectiveness: Burns’ finance and HCM expertise complements GS’s committee structure; she serves on three standing committees, enhancing oversight of executive compensation, governance, and reputational/sustainability matters.
Independence and conflicts: Independence affirmed; any client relationships are ordinary-course, immaterial under policy thresholds; subsidiary board service compensation transparently disclosed.
Attendance and engagement: Strong overall Board/Committee cadence with high attendance and multiple executive sessions bolster governance quality.
Compensation alignment for directors: Heavy equity emphasis (≥70%) with hold-through-retirement requirement and strict anti-hedging/pledging policies support long-term alignment.
Say-on-Pay signal: 2024 Say-on-Pay support ~86% suggests investor confidence in executive pay oversight by the Compensation Committee (of which Burns is a member).

RED FLAGS

None identified specific to Burns: no pledging; independence maintained; ordinary-course client relationships immaterial; Section 16 compliance issue noted for another director (Flaherty), not Burns.