Rebecca Ungarino

Goldman Sachs Group won support from a majority of shareholders on its controversial pay packages for top executives including David Solomon, the firm's chairman and chief executive, at its annual shareholder meeting held on Wednesday.

Far fewer shareholders supported the item than in 2024, however, following pushback from prominent investor advisory firms over bonuses awarded to Solomon and John Waldron, the firm's president and chief operating officer who recently joined Goldman's board.

The bank said at its annual meeting, held in Dallas and broadcast in an audio-only format online, that 66% of shareholders voted to approve executive compensation. That fell from support of 86% last year.

The "Say on Pay" vote is an advisory one -- in other words, nonbinding, as it is at other banks such as JPMorgan Chase and Wells Fargo. Still, the votes send public signals to banks' compensation committees and investors over whether pay for top executives is viewed as appropriate.

Institutional Shareholder Services, or ISS, and Glass Lewis each published reports in advance of the meeting that were critical of the firm's pay for Solomon and Waldron. Recommendations from the two proxy-advisory firms carry weight with investors who look to them for advice on how they should vote on companies' ballots.

Glass Lewis and ISS recommended that shareholders withhold support for the executive compensation proposal because they viewed a pair of $80 million retention bonuses for Solomon and Waldron as excessive, and awarded without sufficient criteria to justify them.

The bonuses are in the form of restricted stock units, a form of equity compensation that can be earned over time. The bonuses are on top of Solomon and Waldron's annual pay of $39 million and $38 million, respectively, for 2024, each up about 26% from a year earlier.

A Goldman spokeswoman declined to comment on Wednesday. Industry observers and company insiders view Waldron as a likely CEO candidate, and earlier this month, Goldman noted that there is "fierce" competition for the firm's talent in a statement defending the pay packages.

"The Board took action to retain our current leadership team, to sustain our firm's momentum and maintain a strong succession plan," the spokeswoman said in early April. "A 100% stock-based grant is fully aligned with long-term shareholder value creation."

David Viniar, the independent lead director of Goldman's board who was the firm's chief financial officer from 1999 until 2013, wrote in the firm's proxy statement this year that awarding the bonuses "was not a decision that the independent directors took lightly." Viniar wrote that the awards "reflect our desire to retain David and John as a leadership team."

It's rare, on and off Wall Street, that public companies lose majority shareholder support for their executive-pay programs.

Consulting firm Semler Brossy said in a report that of the 140 Russell 3000 companies that have held their annual meetings as of April 17, none have failed their Say on Pay votes. Bank of America shareholders on Tuesday approved Chief Executive Brian Moynihan's compensation.

Shares of Goldman have fallen 6.8% so far this year while the S&P 500 has dropped 8%. The New York-based firm reported first-quarter earnings last week that topped analysts' expectations.

Write to Rebecca Ungarino at rebecca.ungarino@barrons.com

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April 23, 2025 12:08 ET (16:08 GMT)

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