Thomas Montag

About Thomas Montag

Thomas Montag (age 68) is an independent director of The Goldman Sachs Group, Inc., serving since July 2023. He chairs the Risk Committee and sits on the Audit and Governance Committees; he is ex‑officio on the Technology Risk Subcommittee (TRiS). Montag’s 35+ years in global markets and risk management include senior roles at Bank of America/Merrill Lynch and a prior tenure at Goldman Sachs; he is CEO and a director of Rubicon Carbon, LLC. He holds degrees from Stanford University and Northwestern University’s Kellogg School of Management .

Past Roles

Organization	Role	Tenure	Committees/Impact
Bank of America Corporation	Chief Operating Officer	Aug 2014 – Dec 2021	Led firmwide operations, risk/control emphasis
Bank of America Corporation	Co‑Chief Operating Officer	Sep 2011 – Aug 2014	Operational leadership across businesses
Bank of America Corporation	President, Global Banking & Markets	Sep 2009 – Dec 2021	Managed capital markets and risk intermediation
Merrill Lynch	EVP, Head of Global Sales & Trading	Aug 2008 – Dec 2008	Markets leadership post-acquisition transition
Goldman Sachs	Co‑Head, Securities Division; Co‑COO FICC; Management Committee	Apr 2002 – Dec 2007	Division leadership and risk oversight
Goldman Sachs	Head, Equities Asia; Head, FICC Asia; Co‑President, GS Japan	1999 – Dec 2006	Regional risk and business leadership
Goldman Sachs (London)	Head, Global Derivatives	1985 – 1999	Complex products risk/market leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Rubicon Carbon, LLC	Chief Executive Officer; Director	Oct 2022 – Present (CEO); Dec 2022 – Present (Director)	Climate/market risk perspective; sustainability alignment
NYU Langone Medical Center	Board of Trustees	Not specified	Governance/community engagement
Northwestern University	Board of Trustees	Not specified	Governance/education
Hispanic Federation; The Japan Society; Deschutes Land Trust	Board of Directors	Not specified	Community and strategic advisory roles

Board Governance

Independence: Board determined Montag is independent under NYSE rules; 12 of 14 nominees are independent .
Committee assignments:
- Risk Committee: Chair; formed TRiS in June 2024; TRiS chaired by Jan Tighe with Kevin Johnson, Peter Oppenheimer, and Montag ex‑officio .
- Audit Committee: Member .
- Governance Committee: Member .
Attendance and engagement: 2024 board/committee activity included 86 total meetings, 19 sessions without management; overall director attendance ~97%, with each current director over 75% (SEC threshold). Committee chairs/lead director conducted >250 and >150 meetings beyond the boardroom, respectively .
Board oversight focus areas: Strategy, risk (market, credit, liquidity, operational incl. cyber), capital/liquidity, culture/people, sustainability; TRiS enhances technology risk oversight .

Fixed Compensation

Component	Annual Amount	Form/Timing	Notes
Annual RSU Grant	$350,000	RSUs, granted annually in arrears	Vested at grant; delivered after retirement; hold-through-retirement requirement
Annual Retainer	$100,000	RSUs or cash, quarterly in arrears	Directors may elect 100% RSUs; at least 70% equity emphasis
Committee Chair Fee (if applicable)	$25,000	RSUs or cash, quarterly in arrears	Risk Chair qualifies; TRiS Chair is separately compensated
Fixed Program Limit (SIP)	$475,000 (with chair)	Cash and/or Award as specified	Board may provide additional retainers for special/new committees

Director (2024)	Cash Fees Earned ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
Thomas Montag	118,750	174,634	20,000	313,384
Notes		RSUs vested at grant; delivered after retirement	Includes subsidiary board service compensation where applicable

Key program features: no meeting fees; no hedging or pledging of RSUs; director share ownership requirement of 5,000 shares/RSUs; program reviewed by independent consultant FW Cook and deemed competitive .

Performance Compensation

Element	Applies to Directors	Performance Metrics	Risk/Alignment Features
Annual PSUs/Performance Equity	No	N/A for directors (NEOs use ROE metrics in PSUs)	Director RSUs must be held through board tenure; delivered post‑retirement; no hedging/pledging
Cash Bonus/Variable Pay	No meeting fees; fixed retainer/chair fees only	N/A	Emphasis on equity (≥70%); fixed SIP limits; independent consultant review

GS’s director program is structured as fixed cash/equity with strong alignment provisions; directors do not receive performance‑conditioned equity (PSUs) or options.

Other Directorships & Interlocks

Category	Detail
Current U.S.-listed public company boards	None
Former public company boards (past 5 years)	None
Prior (earlier period) board service	Prior role on the board of BlackRock, Inc. (not within past 5 years)
GS subsidiary boards	All Other Compensation indicates subsidiary board service may apply ($20,000)

Expertise & Qualifications

Financial services and markets leadership; deep risk management across market, credit, liquidity, and operational risks .
Sustainability/climate risk perspective via Rubicon Carbon and prior co‑chair of Sustainable Markets Committee at Bank of America .
Global operations experience (Asia equities/FICC; GS Japan; derivatives leadership) .

Equity Ownership

Measure	Value
Beneficial Ownership (Common Shares)	177,749 shares
Vested RSUs (included in ownership table)	1,033 RSUs
Ownership as % of shares outstanding	<1% (no director exceeds 1%)
Pledging/Hedging	No director has shares subject to a pledge; hedging/pledging of RSUs prohibited
Ownership Guidelines	Directors must own ≥5,000 shares or vested RSUs; hold-through-retirement applies
Indirect holdings	Includes shared voting/dispositive power via estate planning vehicles/trusts/charitable foundations (aggregate methodology disclosed)

Governance Assessment

Strengths
- Independent director; chairs Risk Committee; adds seasoned risk acumen at a time of heightened market/technology/cyber risks .
- High board engagement and attendance metrics at the group level; robust executive sessions without management .
- Director compensation structure emphasizes long-term alignment: majority equity, hold‑through‑retirement, no hedging/pledging; independent review by FW Cook confirms competitiveness .
- Clear SIP limits on director pay; no options nor meeting fees; policies discourage imprudent risk taking and reinforce alignment .
Potential conflicts/monitoring points
- External CEO role (Rubicon Carbon) warrants routine related‑party monitoring; GS maintains a formal related person transactions policy and reviews for independence, fairness, and reputational risk. Transactions are reviewed by designated committee chairs or Governance Committee; all reported relationships were determined to be in shareholders’ best interests under policy mechanisms .
- Technology/cyber oversight: As Risk Chair/ex‑officio TRiS member, alignment with TRiS governance and reporting cadence is appropriate; continued focus on cyber/technology integration risks is highlighted by the Board .
Shareholder signals
- Say‑on‑Pay support ~86% in 2024 indicates broad investor acceptance of GS’s pay‑for‑performance approach (for executives), supportive of overall governance/compensation credibility .
- Board leadership refresh and formation of TRiS reflect responsiveness to evaluation feedback and stakeholder engagement .

RED FLAGS: None disclosed regarding pledging, hedging, low attendance, director meeting fees, or repricing of awards. Director compensation is within SIP limits; policy prohibits hedging/pledging; attendance thresholds met; related‑party oversight is formalized .