Goldman Sachs (GS) Approves Changes To 2009 Compensation Program

December 10, 2009 12:04 PM EST
Goldman Sachs (NYSE: GS) Board of Directors has approved changes to its compensation for 2009. As part of the move the 30 person management committee will receive no cash bonus for 2009, all bonuses will be 100% as equity "shares at risk" with sale restrictions for five years. The firm also strengthened the bonus recapture and claw-back provision. There will also be an advisory vote on the firm's compensation principles.

The compensation changes at Goldman come as the investment bank feels the outrage from the public and regulators about its bonuses and its role in the financial collapse.

The changes the company announced include the following:


  • The firm's entire 30-person management committee, which comprises all global divisional and regional leadership, will receive 100 percent of their discretionary compensation in the form of Shares at Risk, which are subject to restrictions for five years. Discretionary compensation represents the vast majority of senior management's compensation and is directly tied to the firm's overall performance.
  • Shares at Risk cannot be sold for five years, in addition to other restrictions.
  • The five-year holding period on Shares at Risk includes an enhanced recapture provision that will permit the firm to recapture the shares in cases where the employee engaged in materially improper risk analysis or failed sufficiently to raise concerns about risks. Enhancing our recapture provision is intended to ensure that our employees are accountable for the future impact of their decisions, to reinforce the importance of risk controls to the firm and to make clear that our compensation practices do not reward taking excessive risk.
  • The enhanced recapture rights build off an existing clawback mechanism which goes well beyond employee acts of fraud or malfeasance and includes any conduct that is detrimental to the firm, including conduct resulting in a material restatement of the financial statements or material financial harm to the firm or one of its business units.
  • Shareholders will have an advisory vote on the firm's compensation principles and the compensation of its named executive officers at the firm's Annual Meeting of Shareholders in 2010.

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