Peter Oppenheimer

About Peter Oppenheimer

Independent director (age 62) of The Goldman Sachs Group, Inc. since March 2014; Audit Committee Chair, and member of Governance, Risk, and the Technology Risk Subcommittee (TRiS). Former Apple CFO and senior finance leader with >20 years as CFO/Controller; holds degrees from California Polytechnic State University and Santa Clara University’s Leavey School of Business . Identified by the Board as an audit committee financial expert; also Chairs the Goldman Sachs Bank USA subsidiary board .

Past Roles

Organization	Role	Tenure	Committees/Impact
Apple, Inc.	SVP & CFO	2004–2014	Financial management, capital and risk oversight
Apple, Inc.	SVP & Corporate Controller	2002–2004	Financial reporting, controls
Apple, Inc.	VP & Corporate Controller; VP Finance & Controller, Worldwide Sales; Sr. Director Finance	1997–2002	Oversight of information systems; global finance roles
Automatic Data Processing (ADP)	Divisional CFO (Finance, MIS, Admin & Equipment Leasing Portfolio)	1992–1996	Capital allocation, MIS oversight
Coopers & Lybrand LLP	Consultant, Information Technology Practice	1988–1992	Technology risk/process expertise

External Roles

Organization	Role	Notes
Constellation Energy Corp (CEG)	Director	Current U.S.-listed board service
Goldman Sachs Bank USA (subsidiary)	Board Chair	GS subsidiary board service; compensated per program

Board Governance

Independence: Board determined Oppenheimer (and 12 of 14 nominees) independent under NYSE and firm policy; audit committee members meet heightened independence standards .
Committee assignments: Audit (Chair); Governance; Risk; TRiS member. Audit responsibilities include oversight of financial statements, internal controls, compliance, and auditor performance; TRiS assists Risk Committee in overseeing technology-related risk (execution, operational, integration, metrics/thresholds) .
Attendance & engagement: In 2024, the Board/Committees held 86 meetings; directors as a group had ~97% attendance and each current director attended >75% of meetings; 19 director-only sessions without management; committee chairs and lead director held >300 engagements beyond boardroom .
Lead Director/structure: Strong independent Lead Director role with expansive duties and year‑round evaluation; annual review supports combined Chair-CEO with strong independent oversight .
Director ownership/holding requirements: Directors must own ≥5,000 shares or vested RSUs and must hold all RSUs through tenure; hedging/pledging of RSUs or Common Stock prohibited for non-employee directors .
Overboarding: Formal limit of four public company directorships (including GS); Oppenheimer currently at two (GS, CEG) .

Fixed Compensation

Component	Policy Terms (2024 program)	2024 Actual for Oppenheimer
Annual RSU Grant	$350,000 RSUs, granted annually in arrears	$380,197 RSUs granted Jan-2024 for 2023 service (fair value)
Annual Retainer	$100,000 (cash or RSUs per director election; paid quarterly arrears)	$94,304 RSUs for first three 2024 quarters per election (grant-date values)
Committee Chair Fee	$25,000 (cash or RSUs; paid quarterly arrears)	Included within RSU elections/quarterly grants; reflected in stock award totals
Subsidiary Board Retainer	$50,000 member / $100,000 chair (cash or RSUs; prorated)	$120,858 (GS Bank USA board retainer; form per election)
Total	Base $450,000 + chair fees per roles	$595,359 total (cash + stock awards + other comp)

Program features: ≥70% director pay in vested RSUs, hold‑through‑retirement, no meeting fees; independent consultant FW Cook reviewed and found program competitive/aligned .

Performance Compensation

Instrument	Performance Metrics	Vesting/Settlement
Director RSUs	None (director equity grants are vested RSUs; no PSUs/targets)	RSUs vest on grant; shares deliver after retirement; RSUs must be held during tenure; hedging/pledging prohibited

Other Directorships & Interlocks

Company	Relationship to GS	Potential Interlock Consideration
Constellation Energy (CEG)	External board	Board independence process reviews immaterial relationships and revenues/payments to entities affiliated with directors; Oppenheimer deemed independent .
GS Bank USA (subsidiary)	Internal (Chair)	Subsidiary board retainer disclosed; governance enhances oversight connectivity; not a related-party transaction requiring independence exception

Expertise & Qualifications

Capital and risk management expertise from CFO/controller roles; deep financial reporting and internal control experience relevant to Audit Chair duties .
Technology oversight perspective from prior information systems oversight at Apple; member of TRiS focused on cybersecurity/technology risk .
Identified as an audit committee financial expert by the Board .

Equity Ownership

Item	Value
Beneficial ownership (incl. vested RSUs)	26,137 shares
Shares outstanding (12/31/2024)	310.7 million
Ownership % of outstanding	~0.008% (26,137 / 310,700,000)
Pledged shares	None permitted; directors prohibited from pledging RSUs/Common Stock
Hedging	Prohibited for non-employee directors
Director ownership guideline	≥5,000 shares or vested RSUs; Oppenheimer exceeds guideline

Governance Assessment

Strengths: Independent Audit Chair with CFO/controllership pedigree; sits on Risk and TRiS enhancing oversight of financial and technology risks; meets strict director ownership and hold-through-tenure requirements; strong attendance and year‑round engagement signals board effectiveness .
Compensation alignment: Majority equity in vested RSUs, hold-through-retirement, no meeting fees; subsidiary board compensation disclosed transparently; program reviewed by independent consultant .
Independence/conflicts: Board’s robust independence review covers revenues and payments to affiliated entities; no pledging/hedging; overboarding limit observed (2 of 4 allowed) .
RED FLAGS: None specifically disclosed for Oppenheimer in proxy (no related-party transaction flag or attendance shortfall noted); monitor dual roles across Audit/Risk/TRiS for potential concentration risk, and any future transactional ties of CEG with GS (independence process mitigates) .