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The Director Compensation Project: Goldman Sachs

Posted on Thursday, May 1, 2008 at 06:15AM by Registered CommenterWilliam McEachron | CommentsPost a Comment

This post is part of an ongoing series that examines the way stock exchange independence rules influence director compensation. We are including companies from 2007’s Fortune 100 and using information disclosed in each company’s 2008 proxy statements. In addition to state standards and the requirements of SOX, the stock exchanges have each adopted their own standards for director independence. Meeting stock exchange requirements is mandatory for most listed companies.

Under NYSE Rule 303A.01, all listed companies must have a majority of independent directors sitting on their boards. Directors are not independent if they received over $100,000 in direct compensation, other than director’s fees, in any one year period over the last three years pursuant to Rule 303A.02(b)(ii). This is a looser restriction than the equivalent NASDAQ Rule, 4200(a)(15), which includes all compensation. Rule 303A.06 requires that, in addition to the general independence standards, audit committee members must comport with the requirements of Exchange Act Rule 10A-3 (C.F.R. §240.10A-3), also known as SOX 301.

One can see some of the effects of these rules when looking at the director compensation table from Goldman’s (GS-NYSE) 2008 proxy statement. According to the proxy statement, the directors received the following compensation:

Name

Fees Earned
or Paid in
Cash

Stock
Awards (a)

Option
Awards (b)

All Other
Compensation (c)

Total (d)

Lord Browne of Madingley*

$346,032

$346,032

John H. Bryan

$389,537

$296,032

$10,000

$695,569

Claes Dahlbäck

$366,059

$296,032

$662,091

Stephen Friedman

$662,091

$662,091

William W. George

$662,091

$662,091

Rajat K. Gupta

$662,091

$662,091

James A. Johnson

$ 93,505

$592,064

$10,000

$695,569

Lois D. Juliber

$662,091

$ 8,000

$670,091

Edward M. Liddy**

$675,770

$10,000

$685,770

Ruth J. Simmons

$ 75,000

$592,064

$667,064

Director Compensation: Goldman’s board convened ten times last year. Goldman provides compensation through stock awards. Stock awards are considered director’s fees not subject to the compliance rules of the NYSE. The average compensation was $640,845.

Currently, Goldman’s directors are defendants in two suits surrounding their compensation. The suits stem from allegations of undervaluing stock options.

Director Tenure: The average tenure for Goldman’s board is five years. Lord Browne of Madingley’s tenure was not calculated because he resigned during the year. John H. Bryan and James A. Johnson share the longest tenure of nine years. William George sits on the boards of Exxon Mobil and Novartis AG. Lois G. Juplier sits on the boards of Du Pont and Kraft Foods.

CEO Compensation: Goldman’s CEO, Llyod C. Blankfein, received $70,324,352 in total compensation last year. Mr. Blankfein only received $600,000 in cash salary. The majority of his compensation came from stock awards and options. Mr. Blankfein also received a substantial bonus last year, approximately $26 million. Additionally, Mr. Blankfein received $384,157 in “other compensation.” Mr. Blankfein’s “other compensation” included $233,053 for a car and driver provided for “security reasons.”

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