COMMISSIO Preliminary Proxy Statement Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12COMMISSIONrequired.requiredbelowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.0-11
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THE GOLDMAN SACHS GROUP, INC.
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Proxy Statement
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2023
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Annual Meeting
of Shareholders
THE GOLDMAN SACHS GROUP, INC.—NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
The Goldman Sachs Group, Inc.
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200 West Street, New York, New York 10282
Notice of 2023 Annual Meeting of Shareholders
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Goldman Sachs
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THE GOLDMAN SACHS GROUP, INC.—NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS
The Goldman Sachs Group, Inc.
200 West Street, New York, New York 10282
Notice of 2020 Annual Meeting of Shareholders
ITEMS OF BUSINESS
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∎ | Item ∎Item 4. Ratification of the appointment of PwC as our independent registered public accounting firm for |
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∎ | Transaction of such other business as may properly come before our |
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Place | The Fairmont Dallas 1717 N. Akard Street Dallas, Texas 75201
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For more information, see Frequently Asked Questions | |||||
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Record Date February 27, 2023 | |||||
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The close of business on the record date is when it is determined which of our shareholders are entitled to vote at our
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Your vote is important to us. Please exercise your shareholder right to vote.
By Order of the Board of Directors,
Beverly L. O’Toole
Assistant Secretary
March 20, 202017, 2023
Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 30, 2020.26, 2023. Our Proxy Statement, 20192022 Annual Report to Shareholders and Notice of Settlement of Stockholder Derivative Actionother materials are available on our website atwww.gs.com/proxymaterials. By March 20, 2020,17, 2023, we will have sent to certain of our shareholders a Notice of Internet Availability of Proxy Materials (Notice). The Notice includes instructions on how to access our Proxy Statement and 20192022 Annual Report to Shareholders and how to vote online. Shareholders who do not receive the Notice will continue to receive either a paper or an electronic copy of our proxy materials, which will be sent on or about March 24, 2020.21, 2023. For more information, seeFrequently Asked Questions.
TABLE OF CONTENTS
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS |
TABLE OF CONTENTS
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Overview of Annual Compensation Elements and Key Pay | ||||
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This Proxy Statement includes forward-looking statements. These statements are not historical facts, but instead represent only the firm’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the firm’s control. Forward-looking statements include statements about our business and expense savings initiatives and interest expense savings and may relate to, among other things, our future plans and results, including our target ROE, ROTE, efficiency ratio and CET1 capital ratio, and how they can be achieved, and various legal proceedings or governmental investigations. It is possible that the firm’s actual results, including the incremental revenues and savings, if any, from such initiatives, and financial condition may differ, possibly materially, from the anticipated results, financial condition and incremental revenues and savings indicated in these forward-looking statements. For a discussion of some of the risks and important factors that could affect the firm’s future results and financial condition, see “Risk Factors” in Goldman Sachs’ Annual Report on Form10-K for the year ended December 31, 2019. Statements about Goldman Sachs’ business and expense initiatives are subject to the risk that the firm’s businesses may be unable to generate additional incremental revenues or reduce expenses consistent with current expectations.
This Proxy Statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our businesses, expense savings initiatives, interest expense savings, funding optimization and durability of earnings as well as the effectiveness of our management of our human capital, including our aspirational diversity goals, and may relate to, among other things, our future plans and results, including the impact of our strategic realignment and our target ROE , ROTE, efficiency ratio and CET1 ratio, and how they can be achieved, and goals relating to our sustainability initiatives. It is possible that the firm’s actual results, including the incremental revenues and savings, enhanced funding optimization and increase in durability of earnings, if any, from such initiatives, and financial condition may differ, possibly materially, from the anticipated results, financial condition and incremental revenues and savings, enhanced funding optimization or increased durability in earnings indicated in these forward-looking statements. Statements about Goldman Sachs’ business, savings and other initiatives are subject to the risk that our businesses may be unable to generate additional incremental revenues or reduce expenses consistent with current expectations. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in Goldman Sachs’ Annual Report on Form 10-K for the year ended December 31, 2022. References to our website or other links to our publications or other information are provided for the convenience of our shareholders. None of the information or data included on our websites or accessible at these links is incorporated into, and will not be deemed to be a part of, this Proxy Statement or any of our other filings with the SEC. |
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | | i |
LETTER FROM OUR CHAIRMAN AND CEO
Letter from our Chairman and CEO March 17, 2023
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Fellow Shareholders:
I am pleased to invite you to attend the 20202023 Annual Meeting of Shareholders of The Goldman Sachs Group, Inc., towhich will be held virtually viaon Wednesday, April 26, 2023 at 8:30 a.m., local time, at the Internet.Fairmont Dallas hotel in Dallas, Texas. Enclosed you will find a notice setting forth the items we expect to address during the meeting, a letter from our Lead Director, our Proxy Statement, a form of proxy and a copy of our 20192022 Annual Report to Shareholders. Your vote is important to us: evenus. Even if you do not plan to attend the meeting, we hope your votevotes will be represented.
AsIncluded with the Annual Report is our 2022 letter to shareholders, where we issue this Proxy Statement, the world is facing a global health crisis and volatile market environment with significant unknowns related to COVID-19. It is a fluid and historic situation, and we are taking actions to supportdiscuss how our people their familiesnavigated a difficult environment to deliver for shareholders. We lay out what we have learned from three years of executing our long-term strategy and why we decided to reorganize the firm and sharpen our clients. Wefocus. And we explain how, even in the face of unexpected challenges, our people have enacted business continuity plans so that we can continuecontinued to learn and adapt, serve our clients while protecting the well-being of our people. Helping clients navigate dynamic environments is core to what we do, and we will stand by and assist them always.
In our 2019 letter to shareholders, which is included in the Annual Report, we discuss our purpose and core values as an organization, as well as our competitive strengths. We also outline our new operating approach and our strategic direction. To this end, we lay out our three-year targets and our path to mid-teen or higher ROEs over the longer term. We are building on and enhancing a set of market-leading businesses which, coupled with new growth initiatives, we are confident will carry us into a future of higher,produce more sustainabledurable returns for our shareholders.
I would like to personally thank you for your continued support of Goldman Sachs. The health and safety of all of our people, including you, our shareholders, remains paramountSachs as we continue to invest together in the future of this firm. We look forward to engaging with our shareholders at our Annual Meeting.
David M. Solomon
Chairman and Chief Executive Officer
Our Purpose |
| We aspire to be the world’s most exceptional financial institution, united by our shared values of partnership, |
client service, integrity and excellence. |
Our core values have endured for over 150 years, driven by a spirit of partnership
LETTER FROM OUR LEAD DIRECTOR
Letter from our Lead Director
March 17, 2023
To my fellow shareholders,
With the 2020our 2023 Annual Meeting fast approaching, I consider it is once again my distinct privilege as your Lead Director to reflect upon the last year and share with you my observations on some of the highlights of the work of our Board. 2019 was, once again, an active year for our Board, with 58 regular Board and committeeCommittees.
2022 provided a unique set of challenges and opportunities for the firm and its leaders to navigate. Under the leadership of David Solomon, John Waldron and Denis Coleman, and with the oversight of the Board, the firm remained nimble, was able to support our clients across the breadth of our global franchises, and prudently managed capital, liquidity, and financial and nonfinancial risks, in order to deliver the firm’s second highest ever net revenues and double-digit returns for shareholders.
As you heard in more detail from David and our leadership team last month during our 2023 Investor Day presentations, 2022 also provided an important inflection point to further evolve our strategy, realign our businesses, reorient the firm for the forward opportunity set and reinvest in our culture. I hope that this recent Investor Day provided you with important clarity on the firm’s strategic path. The Board is fully supportive of management’s ongoing focus on enhancing transparency and accountability, and our 2023 Investor Day was an important affirmation of this.
As I’ve communicated to you before, we as a Board are cognizant of our role as stewards of your investment, and we will continue to engage with management on – and hold management accountable for – creating long-term value for you, our shareholders. To this end, as a Board, we engaged regularly over the course of the year – not only with David, John and Denis – but with the broader management and control teams as well as with employees across the firm – on the key drivers and risks relating to the execution of our strategy on firmwide, regional and business levels.
Execution of our strategy and a focus on prudent resource management will continue to be top of mind for the Board in the coming year. We will continue to focus not only on our financial results but also on how they are achieved; we firmly believe that long-term value creation and the realization of our communicated goals necessitates a commitment to our culture and Core Values, sound risk management and controls, and an unwavering dedication to our clients and our people. In this regard, we remain steadfast in our determination to maintain a strong and appropriately resourced control environment.
We also continue to oversee management’s investment in our future. This includes maintaining our focus on fundamental considerations and priorities, such as attracting and retaining the best talent, continued progress around diversity, inclusion and equity, the development of the firm’s “next generation” of leaders, the strength, depth and diversity of our leadership bench, further progress toward achieving our sustainable finance targets, and reinvesting in and strengthening our culture.
For example, as you will see in the Key Areas of Board Oversight section of this Proxy Statement, the firm recently launched a series of cultural stewardship and connection programs to reaffirm and reinvest in its culture. The firm’s culture is a topic that we as directors regularly discuss – and will continue to discuss – with management. Investing in the firm’s culture is a strategic imperative, particularly after the growth we have experienced over the last several years, and we are supportive of the steps that the firm has taken and continues to take in this regard.
In carrying out our work, the Board met actively throughout 2022, with 65 Board and Committee meetings, and for me, as Lead Director, with over 8065 additional meetings, calls and engagements with the firm and itsour people, our shareholders, regulators and other stakeholders, including meetings with shareholders representing over 20% of our shares outstanding.
2019 was a year in which we reflected on Similarly, my fellow Committee Chairs held over 140 such meetings during 2022. This broad and comprehensive engagement outside the firm’s history. The firm’s 150th anniversary providedboardroom provides us with a unique opportunity to consider and reinforce the firm’s core values and purpose, which will serve as the cornerstone of our strategic priorities as we invest in the firm’s next 150 years. To this end, our new executive leadership team, David Solomon, John Waldron and Stephen Scherr, together with the entire firm, have worked tirelessly to chart the firm’s future course and bring both long-term value to our shareholders and enduring value to our communities.
Our Board has provided guidance and oversight throughout this process as part of our fundamental role as stewards of the firm. In this regard, we have engaged regularly with David, John and Stephen, providing insight and advice as they refined their strategic vision and developed and began to execute on a growth strategy that reflects the firm’s core values, leverages its foundational advantages and is grounded in sound risk management.
As a Board, during 2019 we engaged with senior management and leaders across the firm on businesses and strategies covering the full breadth of the firm’s franchises and on the development of new businesses, from the Investment Banking client coverage expansion, Transaction Banking, Marquee and Third Party Alternatives to the launch of the firm’s first credit card offering and the review of other organic and inorganic growth opportunities. In each case, we have seen David, John and Stephen redouble their commitment to harnessing the best the firm has to offer as we expand into new products and markets and invest in our core franchises to more effectively and efficiently deliverOne Goldman Sachsto our clients and customers. The firm has also made significant efforts to bolster this clear strategic direction with a new operating approach that prioritizes a client-centric organizational structure while maintaining appropriate controls, a longer-term operating focus, a growth investment mindset and enhanced accountability and transparency.
Accountability and transparency were core themes of the firm’s inaugural Investor Day earlier this year. From the firm’s reorientation of its reporting segments to the announcement of medium-term (three-year) financial targets and detailed presentations during Investor Day, these steps are emblematic of our commitment to provide all of our stakeholders with additional insightkey insights into the firm’s strategic directionbusinesses and drive greater accountability—both internally and externally—as the firm executes on these goals. its people.
As you will see detailed in this Proxy Statement, there have been a Board, we strongly support senior management’s renewed commitmentnumber of changes to these priorities, as we believe it will ultimately drive enhanced long-term value for our shareholders.
Our Board has been pleased with the steadfast commitment that our executive leadership team has shown over the past year, and their willingness to makeeach of which was the necessary investments in our firm’s businesses, technology and people, which we believe will set the firm on a path to achieve its forward goals. In particular, we appreciate their commitment to the development of the firm’s “next generation” of leaders and doing so with a focus on our diverse professionals; the continued strength, depth and diversity of the firm’s leadership bench will be paramount to the firm’s long-term success. We will continue to engage with David, John and Stephen on this critical topic, and, as always, will seek out opportunities to engage with our next generation of leadership both in and outside of the boardroom.
Senior management is dedicated to operating the firm in a sustainable and inclusive way. Sustainability is core to the firm’s purpose, and at Investor Day David spoke about the importance of corporations focusing on the bottom line, but doing so sustainably and responsibly. Sustainability is also increasingly important to our clients, and in December 2019 the firm announced a new $750 billion sustainable finance target over the next ten years across
LETTER FROM OUR LEAD DIRECTOR
the areas of climate transition and inclusive growth. Our Board wholeheartedly endorses this mindset, and sustainability-related considerations are a regular partresult of our ongoing reviews of Board composition and Committee discussions, whether it be climate risk considerations, updates from the firm’s new Sustainable Finance Group, discussion of our aspirational diversity goalsgovernance processes, including with respect to board leadership succession planning. These processes and broader talent strategy or the impact we make on our communities through Corporate Engagement programs.
In closing, I wantpractices help to confirm that our Board strongly believes that, to most effectively carry out our duties, our composition must reflect an appropriate diversity—broadly defined—of demographics, viewpoints, experiences and expertise. We believe our Board has significantly benefitted from the enhanced diversity we have achieved through our most recently added independent directors—Ellen Kullman, Drew Faust and Jan Tighe. Ongoing review of our Board’s composition is an item that will always be top of mind and on our agenda, and we remain committed to ensuringensure that our Board has an appropriate mix and balancediverse mix of skills and experiences. To this end,experiences, strong independent leadership, and sound governance so that we can effectively carry out our responsibilities.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | iii |
LETTER FROM OUR LEAD DIRECTOR
In October 2022, we were pleased to welcome Kevin Johnson, the recently retired CEO of Starbucks, to our Board. Kevin has already proven to be an invaluable member of the Board, drawing upon his experiences across a breadth of subjects, including consumer leadership, technology and international business, as well as his many years as a business leader and director, to provide seasoned judgment to our Board.
I also want to take a moment to extend my gratitude – on behalf of the entire Board and the firm – to Mark Winkelman and Drew Faust, who are actively engaged in an ongoing searchnot standing for new directors, focusedre-election pursuant to our retirement age policy, and will be retiring from our Board at our Annual Meeting. Each of them has been a dedicated steward of shareholder and other stakeholder interests, with a resolute focus on candidates who will addfinancial and nonfinancial risk management and unwavering commitment to the diversityfirm’s culture and reputation. Their contributions, including Mark’s role as Chair of our Board.Risk Committee and, more recently, Chair of our Compensation Committee, and Drew’s relentless focus on our people, culture, reputation and One Goldman Sachs, are too numerous to detail. We wish them both continued success.
As a result of our ongoing board leadership succession process, I am pleased to report that David Viniar assumed the role of Risk Chair in the Fall, bringing to bear his deep financial acumen and broad expertise across the breadth of the risk spectrum. I am also happy to share that, upon Mark’s retirement, Kimberley Harris will become Chair of our Compensation Committee. In this new leadership role, Kim will draw upon her cross-disciplinary perspective, and public policy and regulatory expertise, garnered from her range of experiences acting as a trusted advisor in both the public and private sectors.
With respect to the firm’s governance beyond The Goldman Sachs Group, Inc. level, I wanted to highlight several steps that the Board has taken over the past year to further strengthen our connection to the firm’s subsidiary boards. For example, in February 2023, Peter Oppenheimer assumed the additional role of chair of the board of our subsidiary, Goldman Sachs Bank USA, having joined the bank board in August 2022, and, in March, Michele Burns also joined the board of our U.K. subsidiary, Goldman Sachs International, replacing Mark Winkelman. I am grateful to each of Peter and Michele for taking on these additional roles to enhance the critical connectively of our Board to these key entities.
On behalf of ourmy colleagues on the Board, I want to thank youam grateful for your ongoing support of both our Board and the firm. We are cognizant of the challenges and uncertainty posed by the spread of coronavirus, or COVID-19, for the firm, our people, our shareholders, our clients and other stakeholders, and our Board remains diligent and focused on its work.support. We value your investment in our firm and our ongoingcontinued engagement, which is invaluable to me and informs the work of our entire Board. Stay safe and healthy, andwork. I look forward to continuing our ongoing dialogue in the year to come.
Adebayo O. Ogunlesi
Independent Lead Director
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EXECUTIVE SUMMARY—20202023 ANNUAL MEETING INFORMATION
This summary highlights information from our Proxy Statement for the 20202023 Annual Meeting. You should read the entire Proxy Statement carefully before voting. Please refer to our glossary inFrequently Asked Questions on page 79105 for definitions of some of the terms and acronyms we use.
20202023 Annual Meeting Information
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Matters to be Voted on at our 2020 Annual Meeting
Date, Time and Place | 8:30 a.m., Dallas time Wednesday, April 26, 2023 | The Fairmont Dallas 1717 N. Akard Street Dallas, Texas 75201 | |||||||
Record Date | February 27, 2023 | ||||||||
Admission | Photo identification and proof of ownership as of the record date are required to attend our Annual Meeting. | ||||||||
Webcast | Our Annual Meeting will also be available through an audio webcast, which will be accessible to the public at www.gs.com/proxymaterials. | ||||||||
For additional information about our Annual Meeting, see Frequently Asked Questions.
Matters to be Voted on at our 2023 Annual Meeting
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | | 1 |
EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS
Strategy and Performance Highlights
We encourage you to read the followingStrategy and Performance Highlights as background to this Proxy Statement.
2019 Highlights
The operating environment in 2022 was challenging, but the strength of our client franchises allowed us to support our clients globally across a wide range of needs and enabled us to deliver double-digit returns for our shareholders |
| 2022 Performance—Financial Highlights | ||||||
Net Revenues $47.4 billion 2nd highest full-year net revenues | EPS $30.06 2nd highest full-year EPS | |||||
ROE 10.2% | ROTE(a) 11.0% | Pre-Tax Earnings $13.5 billion | BVPS Growth 6.7% Year-over-Year (YoY) | |||
Standardized CET1 Capital Ratio 15.0% | Efficiency Ratio 65.8% | 1-Year TSR -7.9% (compares to Peer(b) average of -17.3%) | Dividend 25% increase in the quarterly dividend to $2.50 per share | |||
| (a) | For a reconciliation of this non-GAAP measure to the corresponding GAAP measure, please see Annex A: Calculation of Non-GAAP Measures. |
| (b) | Please refer to our glossary in Frequently Asked Questions for the definition of Peer. |
| Key Business Highlights | ||
| Global Banking & Markets | ∎ Ranked #1 in worldwide completed M&A for 23 of the last 24 years(a) ∎ Record net revenues in FICC financing and Equities financing, and 2nd highest net revenues in FICC and Advisory ∎ Top 3 position with 77 of the top 100 institutional clients across FICC and Equities(b) | |
| Asset & Wealth Management | ∎ Record Management and other fees of $8.8 billion ∎ Record assets under supervision (AUS) of $2.5 trillion ∎ 2022 gross third-party alternatives fundraising of $72 billion | |
| Platform Solutions | ∎ Generated net revenues of $1.5 billion, more than doubling net revenues from 2021 ∎ $70 billion in Transaction banking deposits as of 2022 year-end ∎ 13 million active customers and $15 billion of loans ($18 billion, gross of allowance for loan losses) in Consumer platforms as of 2022 year-end | |
(a) Source: Dealogic. (b) Source: Top 100 client list and rankings compiled by GS through Client Ranking / Scorecard / Feedback and/or Coalition Greenwich 1H22 Institutional Client Analytics Global Markets ranking (data as of first half of 2022). | ||
| 2 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
2019 was the first full year for our Executive Leadership Team (our CEO, COO and CFO) in their new roles. Under their leadership, the firm developed along-term growth strategy that is founded on anew operating approachfor the firm.
EXECUTIVE SUMMARY—2023 INVESTOR DAY HIGHLIGHTS
DEVELOPMENT & EXECUTION OF LONG-TERM GROWTH STRATEGY Grow and Strengthen Existing Businesses Higher Wallet Share Diversify our Products and Services More Durable Earnings Operate More Efficiently Higher Margins and Returns IMPLEMENTATION OF NEW OPERATING APPROACH Client-Centric Organizational Structure Delivering One Goldman Sachs Longer Term Operating Focus Multi-year financial planning process Investing for Growth Improving existing businesses and building new businesses Enhanced Accountability Transparency and performance targets
These initiatives also enabled the firm to announce the following financial targetsat ourfirst-ever2023 Investor Dayin January 2020:
MEDIUM-TERM(3-YEAR) FINANCIAL TARGETS(a) Highlights
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15.3% Average ROE since our initial public offering | 39% BVPS growth since 2019YE ~2.5x growth vs. peer** | 60% TSR since 2019YE ~4.5x growth vs. peer** | 100% Quarterly dividend per ~2.5x growth vs. peer** | |||
* Data as of December 31, 2022.
** For these calculations, peers include JPM, MS, BAC and C.
Structural improvements since Investor Day 2020
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EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS
2019 Key Financial Performance Highlights—Consistent, Solid Net Revenue Performance
We achieved 2019 net revenues of approximately $36.5 billion, essentially unchanged from 2018, demonstratingrevenue durabilityand thecontinued strengthof our franchise following strong year-over-year growth in 2018.
Net Revenues ($bn)
2013 2014 2015 2016 2017 2018 2019 $34.4 $34.6 $34.1 $30.8 $32.7 $36.6 $36.5 2013-2017 Avg. $33.3
Our results reflect our 2019 litigation expense and our investments for growth(a), which together reduced our 2019 ROE in excess of 200 basis points:
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How we will deliver for our shareholders
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Clear strategic direction | Differentiated franchise, talent and culture | Track record of success | ||||
Entering the Next Phase of our Strategic Evolution
Clear strategic direction Grow and strengthen existing businesses Diversify our products and services Operate more efficiently Operating segments Global Banking & Markets Maximize wallet share and grow financing activities Asset & Wealth Management Grow management and other fees Platform Solutions Scale Platform Solutions to deliver profitability
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The continued strength of our franchise, as well as the development and initial execution of our long-term growth strategy, is reflected in our strong1-year TSR.
EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCECOMPENSATION HIGHLIGHTS
Key Business Highlights
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EXECUTIVE SUMMARY—COMPENSATION HIGHLIGHTS
Compensation Highlights(see Compensation Matters, beginning on page 31)34)
Highlights of our compensation program, and 2019including our Compensation CommitteeCommittee’s 2022 annual compensation decisions for our NEOs, are described below. It is important that you review our CD&A and compensation-related tables in this Proxy Statement for a complete understanding of our compensation program and 20192022 annual compensation decisions.
Compensation reflects our pay-for-performance culture and incentivizes long-term shareholder alignment without undue emphasis on shorter-term results |
2022 Annual Compensation* |
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Our NEOs | Total Annual Compensation** | Year-End PSUs*** | Equity
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David Solomon, Chairman and CEO |
25.0 |
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John Waldron, President and COO |
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Denis Coleman, CFO |
17.0 |
9.1 | ||||||||
Philip Berlinski, Global Treasurer |
10.0 |
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Kathryn Ruemmler, CLO and General Counsel |
12.0 |
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Analysis—Equity-Based Variable Compensation Elements of Annual Compensation—A More Detailed Look. | |||||||||
| 2022 Annual Compensation for NEOs Reflects Pay-for-Performance Philosophy | ||
Solid results despite a challenging economic backdrop | Strong individual performance | |
∎ Second highest net revenues and full-year EPS as well as double digit returns ∎ Year-over-year decline in firm performance, including due to impacts of challenging operating environment ∎ Continued progress in many of our strategic initiatives, with more work needed to fully realize longer-term ambitions | ∎ Effective leadership and set appropriate tone from the top ∎ Led ongoing execution of our strategic priorities, including business realignment ∎ Commitment to our people strategy, including advancing our culture, diversity and talent development | |
| 2022 Annual Meeting Feedback | ||
Stakeholder feedback and Say on Pay vote reflects:
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EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS
Corporate Governance Highlights (see Corporate Governance, beginning on page 7)
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DEMONSTRATED CONTINUED SUPPORT FOR OUR:
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EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS
Key Facts About our Board
Corporate Governance Highlights(see Corporate Governance, beginning on page 8)
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We strive to maintain a well-rounded and diverse Board that balances financial industry expertise with independence, and the institutional knowledge of longer-tenured directors coupled with the fresh perspectives brought by newer directors. Our directors bring to our Board a variety of skills and experiences developed across a broad range of industries, both in established and growth markets and in each of the public, private andnot-for-profit sectors.
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FINANCIAL SERVICES INDUSTRY | COMPLEX OR REGULATED INDUSTRIES
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Director Nominees
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Independence of Nominees
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2022 Meetings
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| (a) | Includes two meetings of the Board’s 1Malaysia Development Berhad (1MDB) Remediation Special Committee. |
| Frequent Engagement Throughout 2022 | ||
65 Total Board and Committee Meetings | 19 Director Sessions without | Over 200 Engagements by Lead Director and Committee Chairs with Others Outside of Formal Board Meetings |
| Diversity of Nominees Enhances Board Performance | ||
~42% New Nominees | ~7.3 Years Median Tenure | ~63 Years Median Age | ~58% Nominees who are | ~17% Nominees who |
| Empowered Lead Director with Expansive List of Enumerated Duties | ||
Key Pillars of Lead Director Role
Sets and approves | Focuses on Board effectiveness, composition and conducting evaluations | Acts as primary Board contact for shareholder engagement and engages with regulators | Serves as liaison between independent directors and Chair/management |
For more information on our Board’s leadership structure, see page 21.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 5 |
EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS
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BOARD MEETINGS IN 2019 | STANDING COMMITTEE MEETINGS IN 2019 | DIRECTOR SESSIONS IN 2019 WITHOUT MANAGEMENT PRESENT
| MEETINGS OF LEAD DIRECTOR / COMMITTEE CHAIRS WITH OTHERS OUTSIDE OF BOARD MEETINGS
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DIVERSITY OF NOMINEES ENHANCES BOARD PERFORMANCE | ||||||||
36% | ~5 YEARS | 64 | 54% | 27% | ||||
NOMINEES WHO JOINED IN THE LAST 5 YEARS | MEDIAN TENURE | MEDIAN AGE | NOMINEES WHO ARE
| NOMINEES WHO
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EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS
Director Nominees
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| Name/Age/Director Since | Occupation/ Career Highlights | Qualifications/Key Experience | EEO-1 Data(a) | |||||||||||||||||||||||||
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| Chairman & CEO The Goldman Sachs Group, Inc. | ∎Engaged leader who exemplifies our Core Values
∎Primary face of our firm | White (M) | ||||||||||||||||||||||||
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| Adebayo Ogunlesi Independent Lead Director Chair, Governance October 2012 | Chairman & CEO Global Infrastructure Partners | ∎Strong leader with global financial services industry experience ∎International business and global capital markets expertise ∎Corporate governance expertise | Black (M) | ||||||||||||||||||||||||
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| Michele Burns,
| 65* October 2011 | Retired (Chairman & CEO, CFO
& Delta Air |
| ∎Compensation, governance and risk expertise ∎Human capital management and strategic consulting experience ∎Expertise in accounting and the review and preparation of financial statements |
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| Mark Flaherty,
| December 2014 | Retired (Vice Chairman,
| ∎Leadership experience in investment management industry ∎Informed perspective on institutional investors’ approach to company performance and corporate governance ∎Risk expertise |
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Compensation May 2021 | EVP & General Counsel, NBCUniversal; EVP, Comcast Corporation | ∎Cross-disciplinary legal experience ∎Government and regulatory affairs expertise ∎Informed perspective on public policy and reputational risk management | Multiracial: Black, White (F) | |||||||||||||||||||||||
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October 2022 | Retired (President and CEO, Starbucks Corporation) | ∎Technology and consumer leader with multi-disciplinary background ∎International business and growth markets experience ∎Leadership and governance expertise | White (M) | ||||||||||||||||||||||||
| Ellen Kullman, 67* Chair, Public December 2016 | Executive Chairman, Carbon, Inc.
de Nemours | ∎Key leadership and strategic experience, with engineering background ∎Corporate governance and compensation expertise ∎Focus on reputational risk and sustainability/ESG matters | White (F) | ||||||||||||||||||||||||
| Lakshmi Mittal, 72* June 2008 | Executive Chairman ArcelorMittal | ∎Leadership, business development and operations experience ∎International business and growth markets expertise ∎Corporate governance and international governance perspective | Asian (M) | ||||||||||||||||||||||||
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| Peter Oppenheimer,
| March 2014 | Retired (Senior Vice President | ∎Capital and risk management expertise ∎Experienced in financial management and the review and preparation of financial statements ∎Seasoned perspective on oversight of technology and technology risks | White (M) | |||||||||||||||||||||||
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| Jan Tighe,
| December 2018 | Retired (Vice Admiral, United | ∎Expert in technology risk, including cybersecurity ∎Strategic planning and operations expertise ∎Leadership and governance experience |
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| Retired (CFO, Shell plc) | ∎Financial management experience, including the review and preparation of financial statements ∎Complex risk management expertise ∎Leadership, operations and sustainability experience | White (F) | |||||||||||||||||||||||
| David Viniar, 67* Chair, Risk January 2013 | Retired (CFO, The |
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∎Expertise in capital management processes and assessments |
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GOLDMAN SACHS | |
CORPORATE GOVERNANCE—CORPORATE GOVERNANCE SNAPSHOTBEST PRACTICES
Corporate Governance SnapshotBest Practices
| ∎ | Independent Lead Directorwith expansive duties, including setting Board agendas |
| ∎ | Regularexecutive sessionsof independent |
| ∎ | CEO evaluation processconducted by our Lead Director with our Governance Committee |
| ∎ | Independent director focus onexecutivesuccession planning |
| ∎ | Comprehensive process forBoard refreshment, including a focus on diversity and on succession for Board leadership positions |
| ∎ | Annual Board and Committee evaluations, which incorporate feedback onindividual directorperformance |
| ∎ | Candid, |
| ∎ | Active, year-round |
| ∎ | Board and Committee oversight ofsustainabilityand other |
| ∎ | Directors maycontact any employeeof our firm directly, and our Board and its Committees mayengage independent advisorsat their sole discretion |
| ∎ | New. Expanded existing policies to formalize a limit on the number of public company board memberships for our directors |
| ∎ | Annual electionsof all directors (i.e., no staggered board) |
| ∎ | Proxy access rightfor shareholders, which right was adopted proactively after engagement with shareholders. In addition, shareholders are welcome to continue torecommend director candidatesfor consideration by our Governance Committee |
| ∎ | Majority voting with resignation policy for directors in uncontested elections |
| ∎ |
| Shareholders holding at least 25% of our outstanding shares of Common Stock cancall a special meetingof shareholders |
| ∎ | No supermajority vote requirementsin our charter or | By-Laws |
| ∎ | Executive share retention and |
| ∎ | Director share ownership requirement of 5,000 shares or RSUs, with a transition period for new directors |
| All RSUs granted as director compensation must be held for a director’s entire tenure on our Board. Directors are not permitted to hedge or pledge these RSUs |
WORKING DYNAMICS Candid discussions Open access to management & information Focus on reputation BOARD COMPOSITION Broad range of skills & experiences Independence Diversity BOARD EFFECTIVENESS BOARD STRUCTURE Strong Lead Director role 5 standing Committees All independent directors on Governance Committee GOVERNANCE PRACTICES Candid self-evaluation Oversight of CEO/ management performance Board/management succession planning YEAR-ROUND ENGAGEMENT Broad range of stakeholders Proactive outreach Responsiveness to areas of focus 2019 FIRM & BOARD ENGAGEMENT IR meetings with >35% Common Stock Lead Director meetings with >20% Common Stock ACTIVE ENGAGEMENT RANGE OF TOPICS Corporate governance Firm performance Executive compensation Sustainability Reputational risk FEEDBACK PROVIDED Stakeholder feedback informs Board/Committee discussions
Board Effectiveness | Active Engagement | |||||||
| Working Dynamics | Board Composition | Year-Round Engagement | 2022 Firm & Board Engagement | |||||
• Candid discussions • Open access to management • Focus on reputation | • Broad range of skills & experiences • Independence • Diversity • Regular refreshment | • Broad range of stakeholders • Proactive outreach • Responsiveness to areas | • IR meetings with >35% Common Stock • Lead Director and/or our Compensation Committee Chair met with >20% | |||||
| Board Structure | Governance Practices | Range of Topics | Feedback Provided | |||||
• Strong Lead Director role • 5 standing Committees • All independent directors on Governance Committee | • Candid self-evaluation • Oversight of CEO/ management performance with assessment framework • Board/management succession planning | • Corporate governance • Firm performance • Strategic priorities/goals • Risk management • Culture & conduct • Sustainability | • Stakeholder feedback informs Board/Committee discussions and decisions | |||||
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | | 7 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
Our DirectorsOUR DIRECTORS
Item 1. Election of Directors
| Our Directors | ||||||
Board Updates
New Directors
Our Board was pleased to welcome Kevin Johnson as an independent director on the Board on October 26, 2022. Mr. Johnson, who brings significant experience as described in his biography below, also serves on our Compensation, Risk and Governance Committees. Mr. Johnson was recommended to our Lead Director and to our Governance Committee by our independent director search firm.
Director Retirements
Pursuant to the retirement age policy set forth in our Corporate Governance Guidelines, which provides that a director will typically retire at the annual meeting following his or her 75th birthday, each of Mark Winkelman and Drew Faust will not be standing for re-election and will be retiring from our Board at our 2023 Annual Meeting. We are grateful to Mr. Winkelman and Dr. Faust for their wise counsel, informed judgment and the many contributions that each have made to our Board and Committees over their respective tenures.
Changes in Board Leadership
As part of our Board’s chair succession process, in anticipation of Mr. Winkelman’s retirement from our Board, David Viniar succeeded Mr. Winkelman as Chair of our Risk Committee on October 1, 2022. Mr. Viniar brings deep financial acumen as well as risk and regulatory expertise to this critical role.
In connection with Mr. Viniar’s appointment as Chair of the Risk Committee, our Governance Committee and Board determined that Mr. Viniar satisfied each of the requisite independence criteria. For additional information regarding our independence assessment, see —Independence of Directors—Process for Independence Assessment.
In addition, Michele Burns, who has served in Board leadership roles for over a decade, first as Chair of our Audit Committee, then as Chair of our Risk Committee and, since 2018, as Chair of our Compensation Committee stepped down as Chair of the Compensation Committee as of October 1, 2022. We look forward to her continued contributions, including representing our Board as a director on the board of our subsidiary, Goldman Sachs International, which she joined effective March 1, 2023. Ms. Burns’ service across each of her leadership roles has been exceptional and our Board is grateful for her dedication and service.
On an interim basis, Mr. Winkelman was appointed to replace Ms. Burns as Compensation Committee Chair and, as previously announced, Kimberley Harris will serve as Chair of the Compensation Committee, effective April 26, 2023, bringing her cross-disciplinary perspective and public policy and regulatory expertise to this key role.
In addition, as of February 1, 2023, Peter Oppenheimer assumed the additional role of chair of the board of our subsidiary, Goldman Sachs Bank USA, and will provide critical connectivity to our Board to further enhance oversight of this key entity.
For more information on our processes for Board refreshment, see —Structure of our Board and Governance Practices—Year-Round Review of Board Composition.
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Board of Directors’ Qualifications and Experience
Our director nominees have a great diversity of experience and bring to our Board a wide variety of skills, qualifications and viewpoints that strengthen their ability to carry out their oversight role on behalf of shareholders.
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| Demonstrated | |||||
Strategic thinking | Leadership & expertise in their respective fields | |||||
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Extensive experience across public, private | |||||
| Reputational focus | |||||
Diversity Experiences | ||||||||||||
Risk management (financial and | All directors | Complex/regulated industries |
| International experience/ established & growth markets | 11 directors | |||||||
Public company/ corporate governance | 8 directors | Sustainability/ESG | 8 directors | Human capital management, including diversity/talent development | 7 directors | |||||||
Technology/cyber threat | 6 directors | Financial services industry | 4 directors | Audit/tax/accounting/ | 4 directors | |||||||
Further to those skills and experiences highlighted above, our director nominees possess a broad range of additional skills and experiences, including with respect to compliance, financial products, operations and large organization oversight, capital adequacy and deployment, design and evaluation of executive and firmwide compensation programs, succession planning, public policy, government and regulatory affairs, philanthropy and the military.
| Diversity is an important factor in our consideration of directors for nomination. | ||||
Our Governance Committee considers a number of demographics and other factors, including race, gender identity, ethnicity, sexual orientation, culture, nationality and work experiences (including military service), seeking to develop a board that, as a whole, reflects diverse viewpoints, backgrounds, skills, experiences and expertise.
Among the factors our Governance Committee considers in identifying and evaluating a potential director candidate is the extent to which the candidate would add to the diversity of our Board. The Committee considers the same factors in determining whether tore-nominate an incumbent director.
Diversity is also considered as part of the annual Board evaluation.
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| Our Nominees(a) | ||||||||
| 5 | 2 | 1 | 1 | 2 | ||||
| Women | Black | Indian | Career | Non-U.S. or | ||||
| Descent | Military Service | Dual Citizens | ||||||
| (a) As self-identified, and, where applicable, EEO-1 categories.
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4 WOMEN 1 BLACK 1 INDIAN DESCENT 1 CAREER MILITARY SERVICE 3 NON-U.S. OR DUAL CITIZENS
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
Our DirectorsOUR DIRECTORS
Director Tenure: A Balance of Experience
Our nominees have an average tenure of approximately 6.9 years and a median tenure of approximately 5.37.3 years. This experience balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors.
No. of Directors 6 5 4 3 2 1 0Nominees <5 YEARS 4 DIRECTORSYears 5 Nominees 5-10 YEARS 6 DIRECTORS 5.3 years median tenure 10+ YEARS 1 DIRECTORYears 3 Nominees ~7.3 Years Median Tenure Years of Experience 10+ Years 4 Nominees
Comprehensive Re-Nomination Process
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| Our Governance Committee appreciates the importance of critically evaluating individual directors and their contributions to our Board in connection withre-nomination decisions.
In considering whether to recommendre-nomination of a director for election at our Annual Meeting, our Governance Committee conducts a detailed review, considering factors such as:
∎ The extent to which the director’sjudgment, skills, qualifications and experience (including
∎Feedback from the annual Board evaluation and related individual discussions between each
∎Attendanceandparticipationat, andpreparationfor, Board and Committee meetings;
∎Independence;
∎ The extent to which the director contributes to the diversity of our Board; ∎Shareholder feedback, including the support received at our
∎Outside board and other affiliations, including overboarding considerations, time commitment and any actual or perceived conflicts of
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Each of our director nominees has been recommended for election by our Governance Committee and approved
and re-nominatednominated for election by our Board.
If elected by our shareholders, our director nominees, alleach of whom areis currently membersa member of our Board, will serve for a one-year term expiring at our 20212024 Annual Meeting of Shareholders. Each director will hold office until his or her successor has been elected and qualified, or until the director’s earlier resignation or removal.
All of our directors must be elected by a majority vote of our shareholders.
| ∎ | A director who fails to receive a majority of FOR votes will be required to tender his or her resignation to our Board. |
| ∎ | Our Governance Committee will then assess whether there is a significant reason for the director to remain on our Board and will make a recommendation to our Board regarding the resignation. |
For detailed information on the vote required for the election of directors and the choices available for casting your vote, please seeFrequently Asked Questions.Questions.
Biographical information about our director nominees follows. This information is current as of March 1, 2020February 27, 2023 and has been confirmed by each of our director nominees for inclusion in our Proxy Statement. There are no family relationships among any of our directorsdirector nominees and executive officers.
| 10 | GOLDMAN SACHS | |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
Our DirectorsOUR DIRECTORS
David
Chairman and CEO
Director
Other U.S.-Listed Company
∎Current: None ∎Former (Past 5 Years): None
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∎Engaged ∎Strategic thinker with deep business and industry expertise: ∎Actively engaged with stakeholders as a primary face of our firm:Committed to engaging with our external stakeholders, he draws upon his extensive interaction with our clients, investors and other stakeholders to communicate feedback and offer insight and perspective to our Board
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∎Goldman Sachs »Chairman (January 2019 – Present) and Chief Executive Officer (October 2018 – Present)
»President and Chief orCo-Chief Operating Officer (January 2017 – September 2018)
»Co-Head of the Investment Banking Division (July 2006 – December 2016)
»Various positions of increasing seniority, including Global Head of the Financing Group (September 1999 – July 2006)
∎ ∎Member, Board of Directors, Robin Hood Foundation ∎Member, Executive Committee, Partnership for New York City ∎Member, Board of Trustees, NewYork-Presbyterian Hospital
∎Graduate of Hamilton College | |||||||||||
Adebayo
Independent Lead Director
Director
GS Committees
∎Governance (Chair) ∎Ex-officio member:
»Audit
»Compensation
»Public Responsibilities
»Risk
Other U.S.-Listed Company
∎Current: Callaway Golf ∎Former (Past 5 Years): None |
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∎Strong leader ∎International business and global capital markets experience, including emerging ∎Broad board and governance | ||||||||||||
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∎Chairman and ∎Credit Suisse, a financial services company »Executive Vice Chairman and Chief Client Officer (2004 – 2006)
»Member of Executive Board and Management Committee (2002 – 2006)
»Head of Global Investment Banking Department (2002 – 2004) ∎Law Clerk to the Honorable Thurgood Marshall, Associate Justice of the U.S. Supreme Court (1980 – 1981)
∎Member, National Board of Directors, The NAACP Legal Defense and Educational Fund, Inc. ∎Member, Global Advisory Council, Harvard University ∎Member, Board of Dean’s Advisors, Harvard Business School ∎Member, Dean’s Advisory Board and Leadership Council of New York, Harvard Law School
∎Graduate of Oxford University, Harvard Business School and Harvard Law School
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PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | | 11 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
Our DirectorsOUR DIRECTORS
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CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
Our Directors
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Independent
Director
GS Committees
∎Compensation ∎Governance ∎Public
Other U.S.-Listed Company
∎Current: ∎Former (Past 5 Years): |
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CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
Our Directors
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CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
Our Directors
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CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
Independence of Directors
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∎
∎ ∎Accounting and
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Career Highlights ∎Chief Executive Officer, Retirement Policy Center, sponsored by Marsh & McLennan Companies, Inc. (MMC), Center focuses on retirement public policy issues (October 2011 – February 2014) ∎Chairman and Chief Executive Officer, Mercer LLC, a subsidiary of MMC and a global leader in human resource consulting, outsourcing and investment services (September 2006 – October 2011) ∎Chief Financial Officer, MMC, a global professional services and consulting firm (March 2006 – September 2006) ∎Chief Financial Officer, Chief Restructuring Officer and Executive Vice President, Mirant Corporation, an energy company (May 2004 – January 2006) ∎Executive Vice President and Chief Financial Officer, Delta Air Lines, Inc., an air carrier (including various other positions, January 1999 – April 2004) ∎Senior Partner and Leader, Southern Regional Federal Tax Practice, Arthur Andersen LLP, an accounting firm (including various other positions, 1981 – 1999) Other Professional Experience and Community Involvement ∎Director, Goldman Sachs International ∎Advisory Council Member, former Center Fellow and Strategic Advisor, Stanford University Center on Longevity ∎Former Board Member and Treasurer, Elton John AIDS Foundation Education ∎Graduate of University of Georgia (including for Masters) | ||||||||||||||||||
Mark Flaherty, 63 Independent Director Since: December 2014 GS Committees ∎Audit ∎Governance ∎Risk Other U.S.-Listed Company ∎Current: None ∎Former (Past 5 Years): None | Key Experience and Qualifications | |||||||||||
∎Leadership in investment management industry: Leverages over 20 years of experience in the investment management industry, including at Wellington Management Company ∎Perspective on institutional investors’ approach to company performance and corporate governance: Experience developed through his tenure at Wellington and Standish, Ayer and Wood ∎Risk expertise: Draws upon years of experience in the financial industry to provide informed perspective to our Board and committees | ||||||||||||
Career Highlights ∎Wellington Management Company, an investment management company »Vice Chairman (2011 – 2012) »Director of Global Investment Services (2002 – 2012) »Partner, Senior Vice President (2001 – 2012) ∎Standish, Ayer and Wood, an investment management company »Executive Committee Member (1997 – 1999) »Partner (1994 – 1999) »Director, Global Equity Trading (1991 – 1999) ∎Director, Global Equity Trading, Aetna, a diversified healthcare benefit company (1987 – 1991) Other Professional Experience and Community Involvement ∎Member, Board of Directors, PGA TOUR ∎Member, Board of Directors, Patrick Cantlay Foundation ∎Former Member, Board of Trustees, Providence College Education ∎Graduate of Providence College | ||||||||||||
| 12 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Kimberley Harris, 52 Independent Director Since: May 2021 GS Committees ∎Compensation (Chair)* ∎Governance ∎Public Responsibilities Other U.S.-Listed Company ∎Current: None ∎Former (Past 5 Years): None * Effective April 26, 2023 | Key Experience and Qualifications | |||||||||||
∎Cross-disciplinary legal experience: A leader in the legal field with a differentiated perspective garnered from working at a global law firm, the U.S. Department of Justice, the White House and as Executive Vice President of Comcast Corporation and General Counsel at NBCUniversal, where she is responsible for providing legal advice to senior management and overseeing legal function across all NBCUniversal divisions ∎Government and regulatory affairs: Experience managing complex governmental and regulatory matters, including in the White House Counsel’s office, as well as overseeing global government affairs for NBCUniversal and international government and regulatory affairs for Comcast, supporting the company’s businesses worldwide ∎Public policy and reputational risk management: Experience both in the public and private sectors advising on complex issues of public policy and reputational sensitivity | ||||||||||||
| | Career Highlights ∎Comcast Corporation, a global media and technology company »Executive Vice President, Comcast Corporation (2019 – Present) »Executive Vice President and General Counsel, NBCUniversal (2013 – Present) ∎Davis Polk & Wardwell LLP, a global law firm »Partner (2012 – 2013, 2007 – 2009); Counsel (2006 – 2007); Associate (1997 – 2006) ∎United States Government »White House Counsel’s Office, Principal Deputy Counsel and Deputy Assistant to the President (2011 – 2012); Associate Counsel and Special Assistant to the President (2010) »U.S. Department of Justice, Criminal Division, Senior Counsel to the Assistant Attorney General (2009 – 2010) Other Professional Experience and Community Involvement ∎Member, Board of Directors, Advocates for Children of New York City ∎Member, Board of Directors, Brennan Center for Justice at New York University School of Law ∎Member, Advisory Board, Yale Law School Center for the Study of Corporate Law ∎Member, Board of Trustees, Mount Sinai Health System Education ∎Graduate of Harvard College and Yale Law School | |||||||||||
Kevin Johnson, 62 Independent Director Since: October 2022 GS Committees ∎Compensation ∎Governance ∎Risk Other U.S.-Listed Company ∎Current: None ∎Former (Past 5 Years): | Key Experience and Qualifications | |||||||||||
∎Technology and consumer leader with multi-disciplinary background: As an independent director and then President, COO and CEO of Starbucks, where he led a global consumer brand and leveraged his deep technological expertise from over 32 years in the tech industry, including senior leadership roles at both Microsoft and Juniper Networks ∎International business and growth markets: Experience in driving growth across global markets, including in China ∎Leadership and governance expertise: Draws upon years of past service as a public company CEO and public company director to provide informed perspective to our Board and committees, including with respect to stakeholder governance and building, managing, transforming and sustaining a highly visible and global brand | ||||||||||||
| | Career Highlights ∎Starbucks Corporation, a global roaster, marketer and retailer of specialty coffee »Partner and Special Consultant (April 2022 – September 2022) »President and Chief Executive Officer (April 2017 – April 2022) »President and Chief Operating Officer (March 2015 – April 2017) »Independent Director (2009 – March 2015) ∎Chief Executive Officer, Juniper Networks, Inc., a global company that designs, develops and sells products and services for high-performance networks (September 2008 – January 2014) ∎Microsoft Corporation, a global technology company »President, Platforms and Services (2005 – September 2008) »Group Vice President, Worldwide Sales, Marketing and Services (2003 – 2005) »Various positions of increasing seniority, including Senior Vice President, Sales, Marketing and Services (September 1992 – 2003) Other Professional Experience and Community Involvement ∎Served Presidents George W. Bush and Barack Obama on the National Security Telecommunications Advisory Committee and chaired the Cybersecurity Taskforce Education ∎Graduate of New Mexico State University | |||||||||||
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 13 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Ellen Kullman, 67 Independent Director Since: December 2016 GS Committees ∎Compensation ∎Governance ∎Public Responsibilities (Chair) Other U.S.-Listed Company ∎Current: Amgen Inc.; Dell ∎Former (Past 5 Years): | Key Experience and Qualifications | |||||||||||
∎Engineering background, with key leadership and strategic experience: In her role as Chair and CEO of DuPont, a highly regulated science and technology-based company with global operations, she led the company through a period of strategic transformation and growth. As CEO of Carbon, she led the company through its global expansion and navigated the COVID-19 pandemic ∎Corporate governance and compensation expertise: Leverages service on the boards of directors and board committees (including in leadership roles) of other public companies and not-for-profit entities ∎Focus on reputational risk and sustainability/ESG matters: Draws upon experiences gained from DuPont and other board roles, including in connection with her role as Chair of our Public Responsibilities Committee | ||||||||||||
| | Career Highlights ∎Carbon, Inc., a digital manufacturing platform »Executive Chairman (June 2022 – Present) »President and CEO (November 2019 – June 2022) ∎E.I. du Pont de Nemours and Company, a provider of basic materials and innovative products and services for diverse industries »Chairman and Chief Executive Officer (2009 – 2015) »President (October 2008 – December 2008) »Executive Vice President, DuPont Coatings and Color Technologies, DuPont Electronic and Communication Technologies, DuPont Performance Materials, DuPont Safety and Protection, Marketing and Sales, Pharmaceuticals, Risk Management and Safety and Sustainability (2006 – 2008) »Various positions, including Group Vice President, DuPont Safety and Protection (1988 – 2006) Other Professional Experience and Community Involvement ∎Member, Board of Advisors, Tufts University School of Engineering ∎Trustee, Northwestern University ∎Member, National Academy of Engineering ∎Member, The Business Council ∎Co-Chair, Paradigm for Parity Education ∎Graduate of Tufts University and Kellogg School of Management, Northwestern University | |||||||||||
Lakshmi Mittal, 72 Independent Director Since: June 2008 GS Committees ∎Compensation ∎Governance ∎Public Responsibilities Other U.S.-Listed Company ∎Current: ArcelorMittal S.A. ∎Former (Past 5 Years): None | Key Experience and Qualifications | |||||||||||
∎Leadership, business development and operations: Founder of Mittal Steel Company and Executive Chairman and former CEO of ArcelorMittal, the world’s leading integrated steel and mining company and a leader in its focus on sustainability efforts ∎International business and growth markets: Leadership of a company with a presence in over 60 countries and an industrial footprint in 16 countries provides global business expertise and perspective on public responsibilities ∎Corporate governance and international governance: Current and prior service on the boards of directors of other international public companies and not-for-profit entities assists with committee responsibilities | ||||||||||||
Career Highlights ∎ArcelorMittal S.A., a steel and mining company »Executive Chairman (February 2021 – Present) »Chairman and Chief Executive Officer (May 2008 – February 2021) »President and Chief Executive Officer (November 2006 – May 2008) ∎Chief Executive Officer, Mittal Steel Company N.V. (1976 – November 2006) Other Professional Experience and Community Involvement ∎Trustee, Cleveland Clinic ∎Member, Governing Board, Indian School of Business ∎Member, European Round Table for Industry ∎Chairman, Governing Council, LNM Institute of Information Technology ∎Member, Global Advisory Council, Harvard University Education ∎Graduate of St. Xavier’s College in India | ||||||||||||
| 14 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Peter Oppenheimer, 60 Independent Director Since: March 2014 GS Committees ∎Audit (Chair) ∎Governance ∎Risk Other U.S.-Listed Company ∎Current: None ∎Former (Past 5 Years): None | Key Experience and Qualifications | |||||||||||
∎Capital and risk management: Garnered experience as CFO and Controller at Apple and Divisional CFO at Automatic Data Processing, Inc. ∎Financial management and the review and preparation of financial statements: Over 20 years as a CFO or controller provides valuable experience and perspective as Audit Committee Chair ∎Oversight of technology and technology risks: Leverages prior experience in overseeing information systems at Apple | ||||||||||||
Career Highlights ∎Apple, Inc., a designer and manufacturer of electronic devices and related software and services »Senior Vice President (retired September 2014) »Senior Vice President and Chief Financial Officer (June 2004 – June 2014) »Senior Vice President and Corporate Controller (2002 – June 2004) »Vice President and Corporate Controller (2000 – 2002) »Vice President, Finance and Controller, Worldwide Sales (1997 – 2000) »Senior Director, Finance and Controller, Americas (1996 – 1997) ∎Divisional Chief Financial Officer, Finance, MIS, Administration and Equipment Leasing Portfolio at Automatic Data Processing, Inc., a leading provider of human capital management and integrated computing solutions (1992 – 1996) ∎Consultant, Information Technology Practice at Coopers & Lybrand, LLP (1988 – 1992) Other Professional Experience and Community Involvement ∎Chair, Goldman Sachs Bank USA Education ∎Graduate of California Polytechnic State University and the Leavey School of Business, University of Santa Clara | ||||||||||||
Jan Tighe, 60 Independent Director Since: December 2018 GS Committees ∎Audit ∎Governance ∎Risk Other U.S.-Listed Company ∎Current: Huntsman ∎Former (Past 5 Years): None | Key Experience and Qualifications | |||||||||||
∎Technology risk expertise: More than 20 years of senior executive experience in cybersecurity and information technology that provides perspective to aid in oversight of the firm’s deployment of technology and management of technology risk ∎Strategic planning and operations: Experience in strategic planning, risk assessment and execution of naval strategies across a variety of positions, including as a Fleet Commander and a university president ∎Leadership and governance: Retired Vice Admiral who served in numerous leadership roles in the U.S. Navy and with the National Security Agency, who served on the U.S. Navy’s Corporate Board and who serves on the boards of directors and board committees of other public companies and not-for-profit entities | ||||||||||||
Career Highlights ∎United States Navy, Vice Admiral and various positions of increasing authority and responsibility (1980 – 2018), including: »Deputy Chief of Naval Operations for Information Warfare and Director, Naval Intelligence (2016 – 2018) »Fleet Commander or Deputy Commander, U.S. Fleet Cyber Command/U.S. Tenth Fleet (2013 – 2016) »University President, Naval Postgraduate School (2012 – 2013) »Director, Decision Superiority Division, Chief of Naval Operations’ Staff (2011 – 2012) »Deputy Director of Operations, U.S. Cyber Command (2010 – 2011) Other Professional Experience and Community Involvement ∎Trustee, The MITRE Corporation ∎Member, Strategic Advisory Committee, Idaho National Labs – National and Homeland Security Directorate ∎Board Member, United States Naval Academy Foundation ∎Member and Global Security Expert, Strategic Advisory Group, Paladin Capital Group ∎Directorship Certified and Governance Fellow, National Association of Corporate Directors Education ∎Graduate of U.S. Naval Academy and Naval Postgraduate School (including for Ph.D.) | ||||||||||||
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 15 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Jessica Uhl, 55 Independent Director Since: July 2021 GS Committees ∎Audit ∎Governance ∎Risk Other U.S.-Listed Company Directorships ∎Current: General Electric Company (nominee for election) ∎Former (Past 5 Years): Shell plc | Key Experience and Qualifications | |||||||||||
∎Financial management and the review and preparation of financial statements: Leverages global finance experience, including from her former role as CFO of Shell, where she drove measures to support the long-term health of the company, such as overseeing the delivery of industry-leading cash flow, supporting strategic plans related to Shell’s business and managing the impact of the COVID-19 pandemic ∎Complex risk management: Valuable perspective on the management of complex financial and nonfinancial risks, including climate risk management ∎Leadership, operations and sustainability: Experience across finance leadership positions at Shell in the U.S. and Europe, including achievement of key business objectives ranging from cost-saving initiatives related to complex operations to M&A. She has also been a leading advocate for transparency in the energy industry, including with respect to climate change, and during her tenure Shell expanded its disclosures and climate commitments | ||||||||||||
Career Highlights ∎Shell plc, an international energy company »Special Advisor (April 2022 – June 2022) »Chief Financial Officer (March 2017 – March 2022) »Executive Vice President, Finance, Integrated Gas (2016 – March 2017) »Executive Vice President, Finance, Upstream Americas (2014 – 2015) »Vice President, Finance, Unconventionals (2013 – 2014) »Vice President, Controller, Upstream and Projects and Technology (2010 – 2012) »Vice President, Finance, Shell Lubricants (2009 – 2010) »Head of External Reporting (2007 – 2009) »Vice President, Business Development, Shell Renewables, Hydrogen & CO2 (2005 – 2006) »Finance Manager, Shell Solar (2004 – 2005) Other Professional Experience and Community Involvement ∎Strategic Advisor, Breakthrough Energy ∎Member, Board of Trustees, Rocky Mountain Institute ∎Member, Executive Committee, Center on Global Energy Policy at Columbia University Education ∎Graduate of the University of California, Berkeley and INSEAD | ||||||||||||
David Viniar, 67 Independent Director Since: January 2013 GS Committees ∎Governance ∎Risk (Chair) Other U.S.-Listed Company Directorships ∎Current: None ∎Former (Past 5 Years): Block, Inc. | Key Experience and Qualifications | |||||||||||
∎Financial services industry, in particular risk management and regulatory affairs: With over 40 years of combined experience serving in various roles at Goldman Sachs and on our Board, as well as service as the former lead independent director and chair of the audit and risk committee of Block, Inc., he provides valuable perspective to our Board ∎Deep financial acumen and insights into our firm’s financial reporting, controls and risk management: As our former CFO, able to provide insights about our risks to our Board and committees ∎Expertise in capital management processes and assessments: Experience gained through serving as our CFO for over 10 years | ||||||||||||
| | Career Highlights ∎Goldman Sachs »Executive Vice President and Chief Financial Officer (May 1999 – January 2013) »Head of Operations, Technology, Finance and Services Division (December 2002 – January 2013) »Head of the Finance Division and Co-Head of Credit Risk Management and Advisory and Firmwide Risk (December 2001 – December 2002) »Co-Head of Operations, Finance and Resources (March 1999 – December 2001) Other Professional Experience and Community Involvement ∎Co-Vice Chairman, Board of Directors, Garden of Dreams Foundation ∎Former Trustee, Union College Education ∎Graduate of Union College and Harvard Business School | |||||||||||
| 16 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
INDEPENDENCE OF DIRECTORS
Independence of Directors |
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Our Board determined, upon the recommendation of our Governance Committee, that
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Process for Independence Assessment
A director is considered independent under NYSE rules if our Board determines that the director does not have any direct or indirect material relationship with Goldman Sachs. Our Board has established a Policy Regarding Director Independence (Director Independence Policy)Policy that provides standards to assist our Board in determining which relationships and transactions might constitute a material relationship that would cause a director not to be independent.
To assess independence, our Governance Committee and our Board review detailed information regarding our independent directors or nominees, including employment and public company andnot-for-profit directorships, as well as information regarding immediate family members and affiliated entities.
Through the course of this review, our Governance Committee and our Board consider relationships between the independent directors or nominees (and their immediate family members and affiliated entities) on the one hand, and Goldman Sachs and its affiliates on the other, in accordance with our Director Independence Policy. This includes a review of revenues to the firm from, and payments or donations made by usthe firm to, relevant entities affiliated with our directors or nominees (or their immediate family members) as a result of ordinary course transactions or contributions tonot-for-profit organizations.
For more information on the categories of transactions that our Governance Committee and our Board reviewed, considered and determined to be immaterial under our Director Independence Policy, seeAnnex B: Additional Details on Director Independence.Independence.
Additional Details Regarding David Viniar
In connection with succession planning for the Risk Chair role in light of Mr. Winkelman’s upcoming retirement, our Board and Governance Committee undertook a robust analysis of Mr. Viniar’s independence. In September 2022, our Board, upon the recommendation of our Governance Committee, determined that Mr. Viniar was “independent” within the meaning of NYSE rules and our Director Independence Policy, including the heightened audit committee independence standards under SEC and NYSE rules. Numerous factors were considered in reaching this conclusion, including that:
| ∎ | Mr. Viniar’s employment at the firm ended in January 2013; |
| ∎ | Mr. Viniar has not received any direct compensation from the firm (other than director fees or deferred compensation for prior service that is permissible under applicable rules) since January 2015; |
| ∎ | Mr. Viniar is not an employee of, and no member of his immediate family is currently an executive officer of, a company or not-for-profit organization that has made payments to, or received payment from, the firm for property or services in an amount that exceeded the standards set forth in the NYSE rules and our Director Independence Policy; and |
| ∎ | Mr. Viniar’s investments with the firm are on substantially the same terms and conditions as other similarly situated investors who are neither directors nor employees. |
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | | 17 |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
Our Board CommitteesOUR BOARD COMMITTEES
Structure of our Board and Governance Practices
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Our Board has five standing Committees: Audit, Compensation, Governance, Public Responsibilities and Risk. The specific membership of each Committee allows us to take advantage of our directors’ diverse skill sets, which enables a deep focus on Committee matters.
Each of our Committees:
| ∎ | Operates pursuant to a written charter (available on our website atwww.gs.com/charters) |
| ∎ | Evaluates its performance annually |
| ∎ | Reviews its charter annually |
The firm’sreputation is of critical
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In October 2020, in connection with the announcement of the settlement of government and regulatory proceedings relating to 1MDB matters, our Board formed the 1MDB Remediation Special Committee to provide additional oversight and review of the remediation efforts arising out of the lessons of 1MDB. The 1MDB Remediation Special Committee is chaired by our Lead Director and the members are the Chairs of each of the Audit, Compensation, Public Responsibilities and Risk Committees. This Special Committee met twice in 2022 and reports periodically to the Board on its activities.
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| Key Skills & Experiences Represented |
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| Peter Mark Flaherty Jan Tighe
Adebayo Ogunlesi (ex-officio) | ∎ Audit/Tax/Accounting ∎ Preparation or oversight of financial statements ∎ Compliance ∎ Technology | ∎ Assist our Board in its oversight of our financial statements, legal and regulatory compliance, independent auditors’ ∎ Decide whether to appoint, retain or terminate our independent auditors ∎ Pre-approve all audit, audit-related, tax and other services, if any, to be provided by the independent auditors ∎ Appoint and oversee the work of our Director of Internal Audit and annually assess her performance ∎ Prepare the Audit Committee Report | |||||
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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
Our Board Committees
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| Mark Winkelman**
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Michele Burns Drew Kevin Johnson Ellen Kullman Lakshmi Mittal
Adebayo Ogunlesi (ex-officio) | ∎ Setting of executive compensation ∎ Evaluation of executive and firmwide compensation programs ∎ Human capital management, including diversity practices | ∎ Determine and approve the compensation of our CEO and other executive officers ∎ Approve, or make recommendations to our Board for it to approve, our incentive, equity-based and other compensation plans ∎ Assist our Board in its oversight of the development, implementation and effectiveness of our policies and strategies relating to our human capital management function, including: » recruiting, retention and career development and progression; » management succession (other than that within the purview of our Governance Committee); and » diversity and employment practices ∎ Prepare the Compensation Committee Report | ||||
| * | Multiple members of our Audit Committee, including the Chair, have been determined to be “audit committee financial experts.” |
| ** | Dr. Faust and Mr. Winkelman are retiring at our 2023 Annual Meeting. Effective April 26, 2023, Ms. Harris will be the Chair of our Compensation Committee. |
| 18 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
OUR BOARD COMMITTEES
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Adebayo Ogunlesi Michele Burns Drew Mark Flaherty Kimberley Harris Kevin Johnson Ellen Kullman Lakshmi Mittal Peter Oppenheimer Jan Tighe Jessica Uhl David Viniar Mark | ∎ Corporate governance ∎ Talent development and succession planning ∎ Current and prior public company board service | ∎ Recommend individuals to our Board for nomination, election or appointment as members of our Board and its Committees ∎ Oversee the evaluation of the performance of our Board and our CEO ∎ Review and concur with the succession plans for our CEO and other members of senior management ∎ Take a leadership role in shaping our corporate governance, including developing, recommending to our Board and reviewing on an ongoing basis the corporate governance principles and practices that apply to us ∎ Review periodically the form and amount of | ||||
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Ellen Kullman Michele Burns* Drew Kimberley Harris Lakshmi Mittal
Adebayo Ogunlesi (ex-officio) | ∎ Reputational risk ∎ ∎ Government and regulatory affairs ∎ Philanthropy | ∎ Assist our Board in its oversight of our firm’s relationships with major external constituencies and our reputation ∎ Oversee the development, implementation and effectiveness of our policies and strategies relating to citizenship, corporate engagement and relevant significant public policy issues ∎ Review sustainability issues affecting our firm, including through the periodic review of the Sustainability Report | ||||
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Michele Mark Flaherty Kevin Johnson Peter Oppenheimer Jan Tighe Jessica Uhl Mark Winkelman*
Adebayo Ogunlesi (ex-officio)
| ∎ Understanding of how risk is undertaken, mitigated and controlled in complex industries ∎ Technology and cybersecurity ∎ Understanding of financial products ∎ Expertise in capital adequacy and deployment | ∎ Assist our Board in its oversight of our firm’s overall risk-taking tolerance and management of financial and operational risks, such as market, credit and liquidity risk, including reviewing and discussing with management: » our firm’s capital plan, regulatory capital ratios, capital management policy and internal capital adequacy assessment process, and the effectiveness of our financial and operational risk management policies and controls; » our liquidity risk metrics, management, funding strategies and controls, and the contingency funding plan; and » our market, credit, operational (including information security and cybersecurity), climate and model risk management strategies, policies and controls | ||||
| * | Dr. Faust and Mr. Winkelman are retiring at our 2023 Annual Meeting. Effective April 26, 2023, Ms. Burns will rotate off of our Risk Committee and onto our Public Responsibilities Committee. |
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | | 19 |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
Board and Committee EvaluationsBOARD AND COMMITTEE EVALUATIONS
Board and Committee |
Board and Committee evaluations play a critical role in helping to ensure the effective functioning of our Board. It is important to take stock of Board, Committee and director performance and to solicit and act upon feedback received from each member of our Board. To this end, under the leadership of our Lead Director, our Governance Committee is responsible for evaluating the performance of our Board annually, and each of our Board’s Committees also conducts an annual self-evaluation.
20192022 Evaluations: A Multi-Step Process
REVIEW OF EVALUATION PROCESS
Our Lead Director and Governance Committee periodically review the evaluation process to ensureso that actionable feedback is solicited on the operation of our Board and its Committees, as well as on director performance performance. In 2021, additional director interviews were added to further solicit individual director feedback. In a review of the 2022 evaluation process, it was determined to conduct such interviews biennially
QUESTIONNAIRE
Provides director feedback on an unattributed basis; feedback from questionnaire informs one-on-one and closed session discussions
ONE-ON-ONE DISCUSSIONS One-on-one discussions between our
Our Lead Director andhas one-on-one discussions with each non-employee director, which provides furtheran opportunity for candid discussion regarding individual feedback and an additional forum to solicit additionalfurther feedback as well as to provide individual feedback
CLOSED SESSION DISCUSSION
Joint closed session discussion of Board and Committee evaluations led by our Lead Director and independent Committee Chairs provides for a synergistic review of Board and Committee performance
EVALUATION SUMMARY
Summary of Board and Committee evaluations results provided to full Board
FEEDBACK INCORPORATED
Policies and practices updated as appropriate as a result of the annual and ongoing feedback
ONGOING FEEDBACK
Directors provide ongoing, real-time feedback outside of the evaluation process
Examples include changes to Committee structure,of feedback from evaluations and otherwise include: additional presentations on various topics (e.g., strategic initiatives, risk "deep dives," talent strategy, investor feedback), evolution of director skill sets, refinements to meeting materials and presentation format, additional Auditrefinement of board and Risk Committee meetingscommittee meeting cadence and additional opportunities for exposure to "next generation" leaders of the firm ONGOING FEEDBACK Directors provide ongoing, real-time feedback outside of
Topics Considered During the evaluation process TOPICS CONSIDERED DURING THE BOARD AND COMMITTEE EVALUATIONS INCLUDE: Board and Committee Evaluations Include:
DIRECTOR PERFORMANCE
Individual director performance
Lead Director (in that role)
Chairman of the Board (in that role) (new in 2019)
Each Committee Chaircommittee chair (in that role)
BOARD AND COMMITTEE OPERATIONS
Board and Committee membership, including director skills, background, expertise and diversity
Committee structure, including whether the Committee structure enhances Board and Committee performance
Access to firm personnel
Executive succession planning process
Conduct of meetings, including frequency of, time allocated for and encouragement of candid dialogue, and effectiveness of closed sessions
Materials and information, including quality, quantity and timeliness of information received from management, and suggestions for educational sessions
Shareholder feedback
BOARD PERFORMANCE
Key areas of focus for the Board
Oversight of reputation
Strategy oversight, including risks related thereto
Consideration of shareholder value
Capital planning
COMMITTEE PERFORMANCE
Performance of Committee duties under Committee charter
Oversight of reputation and consideration of shareholder value
Effectiveness of outside advisors
Identification of topics that should receive more attention and discussion 
GOLDMAN SACHS | |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
Board Leadership StructureBOARD LEADERSHIP STRUCTURE
Strong Independent Lead Director—Combined Chair-CEO: Why our Structure is Effective
We review our Board leadership structure annually. Conducting regular assessments allows our Board to deliberate the merits of our Board’s leadership structure to ensure that the most efficient and appropriate leadership structure is in place for our firm’s needs, which may evolve over time. We are committed to independent leadership on our Board. If at any time the Chair is not an independent director, our independent directors will appoint an independent Lead Director. |
Key Components of Review
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In December 2022, our Governance Committee conducted its annual review of our Board’s leadership structure. The review considered a variety of factors, including our governance practices and shareholder feedback on our Board and its leadership structure. In addition, our Governance Committee considered feedback on the Chairman of the Board received in connection with the Board evaluation.
Our Code of Business Conduct and Ethics (available on our website at each other with honesty and integrity, avoid conflicts of interest, treat customers fairly, maintain accurate and complete records, comply with applicable laws and regulations and escalate concerns. |
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 29 |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
Sustainability 
| ∎ | Given the interdisciplinary nature of the oversight of sustainability, including the priorities of climate transition and inclusive growth, and the financial and nonfinancial risks related to these activities, including climate-related risks, the Board carries out its oversight of these matters directly, at the full Board level, as well as through its Committees. |
| ∎ | This may include periodic updates on the firm’s sustainability strategy, including the firm’s approach, objectives and progress, discussions regarding the climate models the firm utilizes to assess physical and transition risks and reviews of our sustainability-and climate-related reporting, as well as presentations on initiatives such as One Million Black Women. |
| ∎ | For additional information regarding our commitment to sustainability, see Spotlight on Sustainability. |
People Strategy 
| ∎ | We have long emphasized that our people are our greatest asset, and we seek to manage our people with the same rigor as we manage all other aspects of our firm, including our risk and capital. It is only with the determination and dedication of our people that we can serve our clients, generate long-term value for our shareholders and contribute to economic progress for all our stakeholders. |
| ∎ | Our Board and Committees engage with management on all aspects of our people strategy, which includes attracting talent, sustaining our culture and broadening our impact, and is informed by regular surveys of our people, the results of which are shared with our Board. |
| ∎ | One key element of our people strategy is diversity, equity and inclusion. Our Board has provided oversight as management has enhanced its commitments in these areas over the last several years, including through initiatives aimed at increasing the representation of diverse communities at all levels across the firm, enhanced parenting and family leave policies and reinvigorated inclusion networks, while sustaining our existing programs. |
| ∎ | More broadly, the Board and its Committees continue to work with management to enhance other aspects of our people strategy across all levels of the organization, including ongoing enhancements to our performance management process and our leadership pipeline health through succession planning, next-generation skill development and talent mobility. |
| ∎ | Consistent with our commitments to provide enhanced accountability, during 2022 we published our second annual People Strategy Report (available at www.gs.com), which provides tangible indicators of our progress on our people-related goals. Our next People Strategy Report will be issued later this year. |
GOLDMAN SACHS | |
STAKEHOLDER ENGAGEMENT—OUR APPROACHENGAGEMENT
Commitment to Active Engagement with our Shareholders and Other Stakeholders | ||||
Stakeholder views regarding matters affecting our firm are important to our Board. We employ a year-round approach to engagement that includes proactive outreach as well as responsiveness to targeted areas of focus. We also seek to engage with all proponents of shareholder proposals. If you would like to speak with us, please contact our Investor Relations team at gs-investor-relations@gs.com.
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Our Approach
We engage on a year-round basis with a wide range of stakeholders, including shareholders, fixed income investors, credit rating agencies, ESG rating firms, fixed income investors, proxy advisory firms, prospective shareholders and thought leaders, among others. We also conduct additional targeted outreach ahead of our annual meeting each year, and otherwise as needed.
Firm engagement is led by our Investor Relations team, including targeted outreach and open lines of communication for inbound inquiries. Board-level engagement is led by our Lead Director, who meets regularly with shareholders and other key stakeholders, and may include other directors as appropriate. Feedback is provided to all directors from these interactions to inform Board and Committee work.
Depth of Engagement
Corporate governance represents only one component of our broader approach to stakeholder engagement. We take a holistic, comprehensive approach when communicating with shareholders. Discussions on corporate governance matters are often part of a broader dialogue covering corporate strategy, business performance, risk oversight and other key themes. We continued to conduct year-round, proactive engagement on corporate governance matters in 2019:
~15 | ~90 | ~25 | ||
Investor Conferences Participated in by senior management during 2022 |
Across all group and 1:1 engagements with senior management | Fixed Income Investors Engaged Across group meetings with senior | ||
~25% | Common Stock Outstanding Engaged Lead Director and/or Chair of Compensation Committee | |
Top 200 Shareholder Outreach Ahead of Annual Meeting | 40+ | Total Meetings With Rating Agencies | >35% Common Stock Outstanding Engaged IR | |||
~55 | 1:1 Investor Meetings With C-Suite | |||||
During 2022, engagement with corporate governance stakeholders covered a variety of topics, including board governance, executive compensation and succession planning as well as business performance, strategic priorities and goals, financial resource management, firm culture and people strategy, risk management, sustainable finance and climate risk, and regulatory outlook.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 31 |
SPOTLIGHT ON SUSTAINABILITY
Spotlight on Sustainability
Our Approach to Sustainability
Sustainability helps guide our everyday work with our clients, our emphasis on supporting our people and our broader strategic direction. Our priorities in this area underscore two broad themes—climate transition and inclusive growth—that represent our view of the risk and opportunity that continue to develop across sectors.
Since 2019 when we announced our $750 billion sustainable financing, investing and advisory activity target by 2030, we have achieved approximately $425 billion in sustainable finance activity, including $215 billion in climate transition, $67 billion in inclusive growth and the remainder in multiple themes.
Climate Transition |  | Clean Energy |  | Sustainable Transport |  | Sustainable Food & Agriculture |  | Waste & Materials |  | Ecosystem Services |
Inclusive Growth |  |
Innovative Healthcare |  | Financial Inclusion |  | Accessible & Affordable Education |  | Communities |
2019 engagement covered:Our efforts are grounded in a commercial, One Goldman Sachs focus that is integrated throughout our businesses and draws upon external partnerships and engagements that complement our work. In addition to building out and delivering capabilities in each of our segments, by engaging with clients to understand the variety of needs and opportunities they face, we are best able to deliver the firm’s expertise and capabilities by mobilizing across our businesses, deepening our client relationships and accelerating progress and impact.
Our annual Sustainability Report (which will be available later this year at www.gs.com/sustainability-report) will provide a more in-depth review of our firmwide sustainability strategy.
BUSINESS PERFORMANCE STRATEGIC PRIORITIES CORPORATE GOVERNANCE OPERATIONAL GOALS REGULATORY OUTLOOK RISK MANAGEMENT APPROACH TO SUSTAINABILITY TALENT STRATEGY EXECUTIVE COMPENSATION BOARD GOVERNANCE SUCCESSION PLANNING TONE AT THE TOP
STAKEHOLDER ENGAGEMENT—SPOTLIGHT ON SUSTAINABILITY
Spotlight on Sustainability
We believe executing abest-in-class sustainability strategy is central to our long-term success.
Sustainability is top of mind for our clients and front and center for the next generation of talent. We address sustainability in various ways, including through:
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We believe that successfully delivering on our sustainability strategy willhelp drive returns for our shareholders.
More information can be found in our annual Sustainability Report, available atwww.gs.com/sustainability-report. Our 2019 report will be available at the end of April 2020.
Our Commitment to Sustainable Finance
In December 2019, we announced a new target of$750 billionin sustainable finance by 2030, focusing on climate transition and inclusive growth. This commitment encompasses financing, investing and advisory activity spanning nine sustainable growth themes:
Climate Transition Clean Energy Sustainable Transport Sustainable Food & Agriculture Waste & Materials Ecosystem Services Inclusive Growth Accessible & Innovative Healthcare Financial Inclusion Accessible & Affordable Education Communities
To better deliver our leading expertise and capabilities in these areas to our clients, we formed a new Sustainable Finance Group to partner with our various business divisions to deepen capabilities and knowledge in sustainable finance, as well as to help drive our efforts toward our commitment.
Ongoing Focus on Environmental & Social Risk Management
In connection with our sustainable finance commitment, we also enhanced our Environmental Policy Framework guidelines for carbon intense sectors to reflect that we will:
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We have also broadened our reporting efforts and operational goals over the past year, including:
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| Interim 2030 Business-Related Targets: In Accelerating Transition, our firmwide 2021 Task Force on Climate-Related Disclosures (TCFD) Report, we set an initial set of business-related, ranged physical emissions intensity targets for 2030 focused on three sectors, including power, oil and gas, and auto manufacturing. These are sectors where we see an opportunity to proactively engage our clients, deploy capital required for transition and invest in new commercial solutions to drive decarbonization in the real economy. |
| » | Firm Operations and Supply Chain Targets: Carbon neutrality is also a priority for the operation of our firm and our supply chain. In 2015, we achieved carbon neutrality in our operations and business travel, ahead of our 2020 goal that was announced in 2009. We have since expanded our operational carbon commitment to include our supply chain, targeting net-zero carbon emissions by 2030. |
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SPOTLIGHT ON SUSTAINABILITY
| ∎ | Climate Risk: Climate-related risks manifest in different ways across the firm’s businesses. To mitigate and manage these risks, we have continued to make significant enhancements to our |
| » | For more information, our 2021 TCFD Report, Accelerating Transition, highlights how these methodologies serve as a foundation for measurement and integration of climate risk into business strategy and risk appetite. |
| » | The firm incorporates climate risk into its credit evaluation and underwriting processes for material transactions in select industries. Climate risk factors are evaluated as part of transaction due diligence for select loan commitments. The firm undertakes a robust review process to assess and consider climate impacts across our businesses. The firm has also established integrated climate risk governance and has designated roles and responsibilities across the three lines of defense to ensure appropriate oversight. |
We will publish an updated firmwide TCFD report later this year that will demonstrate our progress towards our climate-related goals and commitments.
Inclusive Growth |
| ∎ | We recognize that growth that is not inclusive is not sustainable. To advance inclusive growth, we combine our experience, learnings from listening to the needs of diverse communities, and partnerships across the financial system to drive solutions that improve affordability, access and quality of life. |
| ∎ | Launched in 2021, One Million Black Women (OMBW) is our commitment to invest $10 billion in commercial capital and $100 million in philanthropic support to Black women-led and Black women-serving organizations, with the goal of impacting the lives of at least one million Black women by 2030. Since the launch of OMBW, two new philanthropic programs were created: Black in Business and Black Women Impact Grants. |
For more information on OMBW, including how we are measuring our progress, see the OMBW 2022 Impact Report available at www.gs.com.
Spotlight on Racial Equity Audit
On March 17, 2023, we released the results of a ten-month racial equity audit, conducted by the law firm Wilmer Cutler Pickering Hale and Dorr LLP (WilmerHale), which has expertise in conducting racial equity audits and other assessments of civil rights impacts. WilmerHale was asked to examine and report on the effectiveness of three important initiatives: OMBW, the Fund for Racial Equity and our 10,000 Small Businesses program. Given the importance of these initiatives and our commitment to transparency, we felt that our stakeholders would benefit from this type of third party assessment, the results of which will help inform our future investment and philanthropic strategies. We are pleased that WilmerHale found that these initiatives were “serious and substantial efforts to promote equity and opportunity for underserved communities,” that were conceived of and designed on the basis of rigorous planning, including “[assessments on] how to deploy [our] capital and other resources to reach external stakeholders most effectively.” We reiterate our ongoing commitment to promoting equity within our firm, throughout the industry and in the communities where we work and live. To this end, the Governance Committee has directed our Office of Corporate Engagement to review the recommendations set forth in WilmerHale’s report and to provide an update to the Public Responsibilities Committee on its implementation of applicable enhancements. WilmerHale’s report is available at www.gs.com/corpgov. |
None of the information or data included on our websites or accessible at these links is incorporated into, and will not be deemed to be a part of, this Proxy Statement or any of our other filings with the SEC.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | | 33 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
20192022 ANNUAL NEO Compensation DeterminationsCOMPENSATION DETERMINATIONS
Compensation Discussion and Analysis
This CD&A describes our executive compensation philosophy and the process by which our Compensation Committee makes executive compensation decisions, each of which is designed to support our strategic objectives and the long-term interests of our shareholders. Our 20192022 NEOs are:
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| David | John Waldron | Denis Coleman | Philip Berlinski | Kathryn Ruemmler | ||||
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President and COO |
CFO |
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2022 Annual NEO Compensation Determinations |
The following table shows our Compensation Committee’s determinations regarding our NEOs’ 20192022 annual compensation, as well as 20182021 annual compensation information for those individuals who were also NEOs in that year (dollar amounts shown in millions). For our Executive Leadership Team, 2019 was the first year that each served in their respective roles for the full year.2021.
This table is different from theSEC-required 2019 2022 Summary Compensation Table on page 48.55. Dollar amounts in the following table are shown in millions.
| YEAR | SALARY ($)(a) | ANNUAL VARIABLE COMPENSATION ($) | TOTAL ($) | EQUITY-BASED AWARDS | ||||||||||||||||||||||||||||||||
CASH |
PSUS(b) |
RSUS(b) |
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EXECUTIVE LEADERSHIP TEAM |
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David M. Solomon Chairman and CEO |
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2019 |
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2.00 |
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7.65 |
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17.85 |
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— |
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27.50 |
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70 |
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65 |
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2018 |
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1.89 |
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5.70 |
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15.41 |
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— |
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23.00 |
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73 |
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67 |
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John E. Waldron President and COO |
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2019 |
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1.85 |
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9.06 |
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13.59 |
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24.50 |
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60 |
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55 |
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2018 |
| 1.59 | 6.81 | 11.60 | — | 20.00 |
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| 63 | 58 | ||||||||||||||||||||||||
Stephen M. Scherr CFO |
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2019 |
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1.85 |
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8.26 |
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12.39 |
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22.50 |
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60 |
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55 |
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2018
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1.56
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6.08
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10.36
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—
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18.00
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63
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58
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OTHER NEOS | ||||||||||||||||||||||||||||||||||||
John F.W. Rogers EVP | 2019 | 1.50 | 4.00 | | 1.50 (new) |
| 4.50 | 11.50 |
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Karen P. Seymour EVP and General Counsel | 2019 | 1.50 | 3.00 | | 1.12 (new) |
| 3.38 | 9.00 |
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| Year | Total Annual Compensation ($)(a) | Salary ($) | Annual Variable
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Executive Leadership Team |
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David Solomon Chairman and CEO | 2022 | 25.00 | 2.00 | 6.90 | 16.10 |
| 70 | 64 | ||||||||||||||||||||
| 2021 | 35.00 | 2.00 | 9.90 | 23.10 |
| 70 | 66 | |||||||||||||||||||||
John Waldron President and COO | 2022 | 23.50 | 1.85 | 8.66 | 12.99 |
| 60 | 55 | ||||||||||||||||||||
| 2021 | 33.00 | 1.85 | 12.46 | 18.69 |
| 60 | 57 | |||||||||||||||||||||
Denis Coleman CFO | 2022 | 17.00 | 1.85 | 6.06 | 9.09 |
| 60 | 53 | ||||||||||||||||||||
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Other NEOs |
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Philip Berlinski Global Treasurer | 2022 | 10.00 | 1.50 | 3.40 | 5.10 |
| 60 | 51 | ||||||||||||||||||||
| 2021 | 17.50 | 1.11(b) | 6.56 | 9.84 |
| 60 | 56 | |||||||||||||||||||||
Kathryn Ruemmler CLO and General Counsel | 2022 | 12.00 | 1.50 | 4.20 | 6.30 |
| 60 | 53 | ||||||||||||||||||||
| 2021 | 17.50 | 1.50 | 6.40 | 9.60 |
| 60 | 55 | |||||||||||||||||||||
(a) Each of Messrs. Solomon, Waldron and Scherr served in more than one role during 2018. Mr. Solomon became CEO, and Mr. Waldron became COO, in October 2018 and Mr. Scherr became CFO in November 2018. The 2018 salary for each of these individuals was increased at the time of their respective change in role/title during 2018 and their compensation for each year reflects length of service in prior and new roles.
| (a) | Total annual compensation does not include the value of any previously granted SVC Awards because they are not part of annual compensation. For more information on these one-time, performance-based stock awards, see —Shareholder Value Creation Awards—A Detailed Look. |
(b) The number of PSUs or RSUs awarded as part of our NEOs’ 2019 annual compensation was determined by reference to the closing price of our Common Stock on the grant date ($249.72 on January 16, 2020). This resulted in grants as follows: Mr. Solomon—71,481 PSUs; Mr. Waldron—54,421 PSUs; Mr. Scherr—49,616 PSUs; Mr. Rogers—6,006 PSUs and 18,021 RSUs; and Ms. Seymour—4,505 PSUs and 13,516 RSUs.
| (b) | Reflects Mr. Berlinski’s effective salary for 2021, which amount takes into account his annualized salary increase to $1.5 million, effective as of September 20, 2021, in connection with his appointment to the Management Committee. |
GOLDMAN SACHS | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
How Our Compensation Committee Makes Decisions
OUR COMPENSATION PRINCIPLES FIRMWIDE PERFORMANCE INDIVIDUAL PERFORMANCE STAKEHOLDER FEEDBACK CRO INPUT AND RISK MANAGEMENT MARKET FOR TALENT REGULATORY CONSIDERATIONS INDEPENDENT COMPENSATION CONSULTANT
OUR COMPENSATION PRINCIPLES
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Our Principles | Firmwide Performance | Individual Performance | Market for Talent | Stakeholder Feedback | CRO Input and Risk Management | Regulatory Considerations | Independent Compensation Consultant | |||||||
Importance of Informed Judgment
To help ensure that our compensation program is appropriately aligned with our long-term strategy, stakeholder expectations and the safety and soundness of our firm, our Compensation Committee, within the structure of our Performance Assessment Framework and in the context of the inputs and factors described below, uses its informed judgment to evaluate, and structured discretion to set, executive compensation.
We believe this balanced approach, which is consistent with industry practice, is appropriate for our firm, and that a more formulaic compensation program would not be in the long-term best interests of our firm, our shareholders and other stakeholders.
| ∎ | Avoids Unintended Consequences and Mitigates Compensation-Related Risk. Our business is dynamic and requires us to respond rapidly to changes in our operating environment. As such, our annual compensation program is designed to encourage appropriate prudence by our senior leaders, on behalf of our shareholders and our clients, regardless of prevailing market conditions. |
| » | We use a Performance Assessment Framework to provide greater definition to, and transparency regarding, the pre-established financial and nonfinancial factors considered by the Compensation Committee to assess the firm’s performance in connection with compensation decisions for our NEOs and other senior leaders. However, a strictly formulaic compensation program would not permit adjustments based on less quantifiable factors, such as unexpected external events or individual performance. |
| ∎ | Performance-Based Pay Provides Alignment. While annual compensation decisions are based on our Compensation Committee’s informed judgment and use of structured discretion, the amounts ultimately realized by our NEOs (who received 100% of year-end equity-based pay in PSUs) are subject to ongoing performance metrics and tied to the firm’s longer-term stock price (settlement of PSUs and Shares at Risk delivered in respect of PSUs). |
Our Compensation Principles
Our Compensation Principles (available at www.gs.com/corpgov) underpin all of our compensation decisions, including the Compensation Committee’s determination of NEO compensation. The Committee recently undertook a review of our long-standing Compensation Principles, reaffirming the key elements contained therein as well as formally documenting in the principles our existing commitment and practice that compensation should promote a strong risk management and control environment. Key elements of our Compensation Principles include:
| Paying for Performance | Encouraging Firmwide Orientation & Culture | Discouraging Imprudent Risk-Taking | Attracting & Retaining Talent | |||||||||||
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Firmwide compensation should directly relate to firmwide performance over the cycle. | Employees should think and act like long-term shareholders, and compensation should reflect the performance of the firm as a whole. | Compensation should be carefully designed to be consistent with the safety and soundness of our firm. Risk profiles must be taken into account in annual performance reviews, and factors like liquidity risk and cost of capital should also be considered. | Compensation should reward an employee’s ability to identify and create value, and the recognition of individual performance should also | |||||||||||
| Promoting a Strong Risk Management and Control Environment | ||||||||||||||
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FIRMWIDE PERFORMANCE
| 35 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
Firmwide Performance 
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» The » The Framework aligns performance metrics and goals across our most senior leaders and |
| ∎ | In February 2022, the Committee adopted financial metrics and nonfinancial factors, each as described below, that informed the 2022 compensation decisions for our NEOs. |
The assessment of firmwide performance takes into account a number of factors, including: |
| ∎ | 2022 financial performance, focused on the key metrics set forth in the Performance Assessment Framework, both on an absolute basis and relative to our Peers; |
| ∎ | Progress towards achieving the firm’s strategic objectives through a review of a dashboard of KPIs that support our medium-term financial targets; and |
| ∎ | Nonfinancial factors that underpin how our financial results are achieved and support appropriate investment in the firm’s future. |
Overview of Performance Assessment Framework | ||||||||||||
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| Financial Performance | Clients | Risk Management | People | |||||||||
| ∎ ROE ∎ ROTE ∎ Efficiency ratio ∎ TSR ∎ BVPS growth ∎ Pre-tax earnings ∎ Net ∎ EPS ∎ » Grow and strengthen existing businesses » Diversify our products and services » Operate more efficiently | ∎ ∎ ∎ ∎ Progress towards sustainable finance commitments | ∎ ∎
∎ Standing with regulators ∎ Governance and controls ∎ Managing operational risk ∎ Managing risk violations/ exceptions ∎ Capital and liquidity ∎ 360° feedback on risk management, firm reputation and compliance | ∎ ∎ ∎ | ||||||||
∎ Attrition
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
How Our Compensation Committee Makes Decisions
∎ Leadership pipeline health
∎ | Return to office
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INDIVIDUAL PERFORMANCE
| 36 |
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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
 Individual PerformanceAn assessment of each NEO’s individual performance and achievements is critical to our Compensation Committee’s decision-making process, including how each of our NEOs helped to contribute to firmwide The performance of each of our NEOs is considered against the criteria in the Performance Assessment Framework, as well as evaluated under our 360° Review Process. The 360° Review Process | 360o Revew Process  | |||
| our NEOs’ performance is assessed across a variety of factors, including risk management and firm reputation, control-side empowerment, judgment, compliance with firm policies, |
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| ∎ | Our CEO:Under the direction of our Lead Director, our Governance Committee evaluated the performance of Mr. Solomon, including consideration of performance pursuant to the Performance Assessment Framework, as well as a summary of his evaluation under the 360° Review Process (seeCorporate |
| ∎ | Other NEOs:Mr. Solomon discussed with the |
Market for Talent
STAKEHOLDER FEEDBACKOur Compensation Committee broadly reviews the competitive market for talent as part of its review of our compensation program’s effectiveness in attracting and retaining talent, including to help determine NEO compensation.
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To this end, the Committee regularly evaluates our NEO compensation program using benchmarking to help ensure that our senior roles are properly valued, taking into account compensation program design and structure, as well as multi-year financial performance and quantum of NEO pay at our Peers. The Committee may also receive additional benchmarking information with respect to other companies with which the firm competes for talent (e.g., asset managers, S&P 100 companies).
| ∎ | The Committee |
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PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 37 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
| Our Peers | ||
| U.S. Peers | European Peers | |
Bank of | Barclays PLC | |
Citigroup Inc. | Credit Suisse Group AG | |
JPMorgan Chase & Co. | Deutsche Bank AG | |
Morgan Stanley | UBS Group AG | |
The Bank of | ||
Wells Fargo & Company | ||
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Stakeholder Feedback
Engagement has been and continues to be a priority for our Board and management. To this end, we engage extensively with our stakeholders each year (see Stakeholder Engagement). This feedback, together with feedback received over the last several years and the results of our annual Say on Pay vote, continues to inform our Board and Compensation Committee actions.
| ∎ | Feedback from the Say on Pay vote at the 2022 Annual Meeting (approximately 82% support), including stakeholder engagement in connection with our 2022 Annual Meeting, reflected continued support for our: |
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| ∎ | In determining the form, structure and amount of |
| 38 | GOLDMAN SACHS | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
How Our Compensation Committee Makes DecisionsHOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
| In response to stakeholder feedback | ||
Over the last several years, we have made a number of enhancements to our compensation program and restated our commitments to various best practices, including paying-for-performance and using performance-based equity awards to further link pay to longer-term results | ||
Stakeholder Feedback | Compensation Committee Action | |
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 Pay-for-Performance Philosophy Limit use of Time-Based RSUs in Executive Compensation | | |
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 Support for High Percentage of Performance-Based Pay and Rigor of Design High Protection of European Peers in Peer Group |
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 Support for Robust Risk-Balancing Features Transparency Regarding Compensation Committee's Use of Discretion |
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Compensation reflects firm performancePROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 39 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
| 2018 | 2019 | |||||||
| STAKEHOLDER FEEDBACK | COMPENSATION COMMITTEE ACTION | |||||||
In response to stakeholder feedback, weenhanced the rigor of our PSU design by increasing:
∎ absolute ROE threshold for maximum payout from14% to 16%,
∎ target for 100% payout under relative ROE goals from50thpercentile to 60th, and
∎ minimum absolute ROE threshold for payout from4% to 5%. |
SUPPORT FOR NEW PSU DESIGN |
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Equity-based annual compensation for our Executive Leadership Team continues to be paidentirely in PSUs, subject torigorous thresholds
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70%of our CEO’s and60%of our COO’s and CFO’s 2019 annual variable compensationsubject to ongoing performance metrics (compared to CEO U.S. Peer average of approx. 55%)
PSUs granted beyond Executive Leadership Team to our other NEOs and members of our Management Committee
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FOCUS ON HIGH LEVELS OF COMPENSATION COMMITTEE DISCRETION SUPPORT FOR HIGH PERCENTAGE OF PERFORMANCE-BASED PAY FOCUS ON HOW COMPENSATION PROGRAM TIES TO STRATEGY
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| Implementation of newPerformance Assessment Framework, to enhance transparency and alignment with forward strategy
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Enhanced CD&A disclosure, including regarding our new Performance Assessment Framework
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SUPPORT FOR STAKEHOLDER ENGAGEMENT AND RESPONSIVENESS SUPPORT FOR TRANSPARENT PROXY DISCLOSURE |
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Continued emphasis onextensive stakeholder engagement
Commitment to engagementby Lead Director and Compensation Committee Chair
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HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
CRO Input & Risk Management
CRO INPUT & RISK MANAGEMENTEffective risk management underpins everything we do, and our compensation program is carefully designed to be consistent with the safety and soundness of our firm.
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Our CRO presented |
»This assessment, which is also reviewed by our independent compensation consultant, is focused on whether our program is consistent with regulatory guidance providing that financial services firms should ensure that variable compensation does not encourage imprudent risk-taking. |
» | Our Compensation Committee and our CRO |
Compensation is considered based on | Significant portion of pay in | Transfer Restrictions, Retention Requirements and Stock Ownership Guidelineswork together to align compensation with long-term performance and discourage imprudent risk-taking |
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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
How 
Regulatory Considerations
Our Compensation Committee Makes Decisionsalso considers regulatory matters and the views of our regulators when determining NEO compensation. To this end, the Committee receives briefings on relevant regulatory developments. See also —CRO Input & Risk Management.
Independent Compensation Consultant Input
MARKET FOR TALENTOur Compensation Committee recognizes the importance of using an independent compensation consulting firm that is appropriately qualified and that provides services solely to our Board and its Committees and not to our firm.
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REGULATORY CONSIDERATIONS
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INDEPENDENT COMPENSATION CONSULTANT INPUT
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For |
| ∎ | Our Compensation Committee determined that |
GOLDMAN SACHS | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
Overview of Compensation Elements and Key Pay Practices
Overview of Annual Compensation Elements and Key Pay Practices |
Our Compensation Committee believes the design of our executive compensation program is integral to further our Compensation Principles, including paying for performancepaying-for-performance and effective risk management. In addition, our variable compensation frameworks more broadly govern the variable compensation process for employees who could expose the firm to material amounts of risk (such as our NEOs).
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| Pay Element | 2022 Annual Compensation | |||||
| Annual fixed cash compensation | Provides our executives with a predictable level of income that is competitive | |||||
| Cash | Motivates and rewards achievement of company performance and strategic and operational objectives | In | |||
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Equity-Based: PSUs
| Aligns our executives’ interests with those of our shareholders and motivates executives to achieve longer-term performance, and strategic and operational objectives | Each of our NEOs received at least 60% of
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| (a) | Our NEOs participate in the Goldman Sachs Partner Compensation Plan (PCP), |
What We Do What We Don't Do
Engage proactively with shareholders and other stakeholders
Review and carefully consider stakeholder feedback in structuring and determining executive compensation
Grant equity-based awards subject to ongoing performance metrics as a significant portion of our NEOs' annual variable compensation (for 2019 at least 60%) for NEOs, as well as our Management Committee
Align pay with firmwide performance, including through use of PSUs and RSUs Utilize
Use Performance Assessment Framework to assess performance through financial and non-financialnonfinancial metrics Tie 100% of equity-based compensation granted to our Executive Leadership Team to ongoing performance metrics (e.g., clients, risk management and people-related metrics)
Exercise informed judgment responsive to the cyclicaldynamic nature of our business, including consideration of appropriate risk-based and other metrics within the context ofin our Performance Assessment Framework
Apply significant shareholding requirements through:
Stock Ownership Guidelines for Executive Leadership Team
Retention Requirements for all Management Committee members (including NEOs)
Shares at Risk for PMDs and managing directors (including NEOs)
Maintain robust clawback and forfeiturerecapture provisions that apply toin our variable compensation awards award agreements
Provide for annual assessment by our CRO of our compensation program to ensure it does not encourage imprudent risk-taking Utilize
Use independent compensation consultants consultant
What We Don't Do
No employment agreements providing for severance pay with our executive officers (including our NEOs)
No golden parachutes
No guaranteed bonus arrangements with our executive officers
No tax gross-ups for our executive officers, except in connection with international assignments and relocations
No change to SVC Award thresholds for economic conditions
No repricing of underwater stock options
No excessive perquisites
No ongoing service-based pension benefit accruals for executive officers
No hedging transactions or short sales of our common stockCommon Stock permitted for any executive officer 
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 41 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL COMPENSATION
2022 Annual |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2019 Compensation
Our Compensation Committee made its annual compensation determinations for our NEOs in the context of our Compensation Principles, which encompass apay-for-performance philosophy, and after consideration of the factors set forth in—How our Compensation Committee Makes its Decisions.Decisions.
Compensation reflects our pay-for-performance culture and incentivizes long-term shareholder alignment without undue emphasis on shorter-term results |
2022 Annual Compensation for NEOs Reflects Pay-for-Performance Philosophy | ||
Solid results despite a challenging | Strong individual performance | |
∎ Second highest net revenues and full-year EPS as well as double digit returns ∎ Year-over-year decline in firm performance, including due to impacts of challenging operating environment ∎ Continued progress in many of our strategic initiatives, with more work needed to fully realize longer-term ambitions | ∎ Effective leadership and set appropriate tone from the top ∎ Led ongoing execution of our strategic priorities, including business realignment ∎ Commitment to our people strategy, including advancing our culture, diversity and talent development | |
2019 COMPENSATION REFLECTS Development & executionOur Compensation Committee places key importance on the assessment of long-term growth strategy Building foundation for more durable revenues over time Implementation of new operating approach Driving enhanced discipline, accountability and transparency Consistent, solid net revenueannual firmwide performance Demonstrating continued strength ofwhen determining NEO compensation, which is core to our franchise Strong individual performance Exemplary leadership and tone at the top; first full year in role for Executive Leadership Team Compensation incentivizes continued long-term, sustainable growth and achievement of financial targets without undue emphasis on shorter-term results
Long-Term Growth Strategy and New Operating Approachpay-for-performance philosophy.
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2019 Firmwide Performance
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| ∎ | In addition, the Committee also considered how 2022 results were achieved, including how the firm continued to invest in its future and how each NEO and each business contributed to the various client, risk management, and |
The execution and evolution of the firm’s long-term growth strategy was also central to our Compensation Committee decisions for 2022 compensation.
| ∎ | Our NEOs, and in particular our Executive Leadership Team, drove the continued execution of our strategic plan throughout 2022 and made important decisions to evolve the firm’s strategy in line with our long-term goals. While continued progress was made, there is more work needed to fully realize our longer-term ambitions. Pursuant to the Performance Assessment Framework, the Committee considered progress towards achieving our strategic goals in 2022 by reviewing a dashboard of progress across various KPIs. |
| » | In this regard, the Committee took into account our NEOs’ clear focus on our strategic realignment, which is intended to strengthen our businesses and improve our efficiency. |
| ∎ | Each of our NEOs also focused on the continued implementation of an operating approach that delivers One Goldman Sachs to our clients, is underscored by a multi-year financial-planning process, invests in new and existing businesses and enhances accountability and transparency. |
GOLDMAN SACHS | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2019 Compensation2022 ANNUAL COMPENSATION
The Committee continues to focus on ensuring that the structure and amount of our NEO compensation appropriately incentivizes our NEOs to continue to build long-term, sustainable growth and to achieve our financial targets, without undue emphasis on shorter-term results.
| ∎ | For example, each of our NEOs receives at least 60% of his or her variable compensation in equity-based awards that promote alignment with long-term shareholder interests. |
| ∎ | Further, equity-based awards for our continuing Management Committee members, including for our NEOs, are all in the form of PSUs, resulting in a significant portion of compensation for our most senior leaders being subject to ongoing performance metrics. |
Assessment of 2022 Firmwide Performance | ||||||||||||||
performance | ROE 10.2% | ROTE(a) 11.0% | Net Revenues $47.4 billion (2nd highest full-year net revenues) | EPS $30.06 (2nd highest full-year EPS) | ||||||||||
| Pre-Tax Earnings $13.5 billion | Efficiency Ratio 65.8% | 1-Year TSR -7.9% | BVPS Growth 6.7% YoY | ||||||||||
Progress Across our Strategic Goals | ||||||||||||||
strengthen existing businesses |
∎ Increased AUS by $77 billion(d) in 2022, including long-term net inflows of $50 billion, resulting in record AUS of $2.5 trillion | |||||||||||||
Diversify our products and services |
∎ Focus on Workplace and Personal Wealth channel ∎ Net interest income increased 19% year-over-year for 2022 | |||||||||||||
Operate more efficiently |
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(a) For a reconciliation of this non-GAAP measure to the corresponding GAAP measure, please see Annex A: Calculation of Non-GAAP Measures. (b) Source: Dealogic. (c) 2022 wallet share vs. 2019 wallet share. Based on reported revenues for Advisory, Equity underwriting, Debt underwriting, FICC and Equities. Total wallet includes GS, JPM, C, MS, BAC, UBS, BARC, CS, DB. (d) Includes net inflows from acquisitions/(dispositions) of $316 billion, substantially all from the |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2019 Compensation
20192022 Individual Performance
| ∎ | The Committee assesses how each NEO’s individual performance (highlights of which are set forth below) contributed to the firm’s overall performance, including |
| ∎ | The Committee also considers the metrics and factors described in our Performance Assessment Framework |
STRATEGIC VISION & DEVELOPMENT LEADERSHIP & CULTURE CARRIER OPERATIONAL APPROACH DIVERSITY & SUSTAINABILITY TALENT DEVELOPMENT
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 43 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL COMPENSATION
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David
Chairman and CEO |
Key Responsibilities | ||
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Key Performance Highlights Mr. Solomon displayed strong and effective leadership of our firm during 2022, exhibiting relentless focus on our forward strategy, including the announced evolution thereof, driving strong financial performance despite a challenging operating environment and displaying an authentic commitment to our people and culture, clients, shareholders and broader stakeholders. Mr. Solomon’s 2022 dashboard: |
Clients |
∎ Actively drove our forward strategic plan, including to: » Champion client centricity, including ongoing execution of our One Goldman Sachs approach » Strategically realign and re-organize revenue businesses » Narrow the firm’s ambitions for its direct-to-consumer strategy » Continue to capitalize on opportunities to expand addressable markets and provide differentiated client service » Exhibit commitment to ongoing transparency with 2023 Investor Day ∎ Displayed unwavering commitment to client engagement, delivering consistent, personal engagement with leaders of clients across the globe and regularly participating in group client and industry events ∎ Drove sustainability strategy, in particular to further accelerate and operationalize associated commercial capabilities to serve our clients |
Risk Management |
∎ Emphasizing the importance of an appropriate risk management and control environment ∎ Instilling a strong focus on the management of financial and nonfinancial risks ∎ Continued strong engagement with our regulators and top government officials, both in the U.S. and globally ∎ Worked closely with the Board and CRO to manage the firm’s Russia exposure, including with respect to our commitment to unwind our onshore business in response to Russia’s invasion of Ukraine |
People |
∎ Continued to reinforce our culture and Core Values and advance our people strategy, including by: » Reinvigorating focus on the firm’s culture and continued emphasis on our employees’ responsibility to protect and foster integrity, encourage escalation and hold themselves and others to the highest standards of conduct » Sponsoring our people and talent initiatives, including progressing towards aspirational diversity goals, developing next generation talent, promoting internal mobility efforts and enhancing wellness offerings » Leading firmwide and external dialogue on important social topics, such as the firm’s diversity, equity and inclusion strategy and commitment to sustainable finance and climate transition » Visiting our offices across the globe to host internal events and underscore the value of “Return to Office” and the firm’s people and culture » Recruiting various strategic hires and appointing key PMDs to focus on innovation and execution of the firm’s strategy |
| GOLDMAN SACHS | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2019 Compensation2022 ANNUAL COMPENSATION
|
John
President and COO |
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| ||
2022 Annual
| ||
Key Performance Highlights During 2022, Mr. Waldron displayed dedicated focus on the execution and evolution of our firm’s forward strategy and driving progress towards our execution priorities with a continued attention to enhancing our expense discipline. In doing so, he provided robust leadership for the firm’s businesses and operations while continuing extensive client engagement. Mr. Waldron’s 2022 dashboard: |
Clients |
∎ Continued dedicated focus on our One Goldman Sachs strategy, including by promoting collaboration access our businesses and actively engaging with clients ∎ Actively assessed key client franchises across the firm and established working groups to drive progress for key cross-business client channels ∎ Drove execution and evolution of our forward strategy, including by: » Actively managing revenue, control, finance and operating functions in pursuit of the firm’s strategy » Driving execution priorities, growth initiatives and achievement of KPIs in close partnership with business and functional leaders across the firm » Overseeing operating efficiency initiatives, including continued optimization of organizational structure and progressing automation efforts » Overseeing firmwide integration efforts in respect of our strategic realignment and new operating segments |
Risk Management |
∎ Collaborated closely with control, financing and operating teams with a focus on financial and nonfinancial risk management and efficient management of resource consumption and capital allocation firmwide, as well as to sponsor assessments of first-line controls, roles and responsibilities ∎ Assumed co-chair role (alongside CRO) of the Enterprise Risk Committee, with a focus on enhancing the monitoring and review of risk across the firm ∎ Oversaw reputational risk management as chair of the Firmwide Reputational Risk Committee ∎ Significant attention to evolution of our China strategy in the context of evolving market and geopolitical landscape |
People |
∎ Drove continued focus on the firm’s location strategy ∎ Sponsored major people and talent initiatives, including: » Continuing to enhance the firm’s leadership pipeline review process and related leadership development education and other initiatives » Sponsoring Partnership Committee efforts to invest in culture, connectivity and talent development » Sponsoring diversity, equity and inclusion networks and initiatives across the firm » Leading PMD selection process |
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 45 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL COMPENSATION
|
CFO |
| ||
| ||
2022 Annual Compensation36% variable cash compensation11% base salary53% PSUs$17MEquity-based compensation represented60% of 2022 annual variable compensation,paid 100% in PSUs subject to ongoingperformance metrics. | ||
Key Performance Highlights
Mr. Coleman’s 2022 dashboard: |
Clients |
∎ Actively engaged with clients in ∎ Focused on ensuring the firm had appropriate capital, liquidity and
|
Risk Management |
∎ Actively managed the » Manage capital and liquidity through market volatility while ensuring sufficient capacity to meet internal and regulatory requirements » Focus on enhancing expense discipline across our businesses » Deploy resources to strategic opportunities ∎ Engaged in ongoing dialogue with key regulators and strategic government officials, including with respect to the firm’s navigation of global macro events ∎ Collaborated with the CEO and COO on the execution of our strategic realignment, including oversight of implications for our financial reporting ∎ Drove significant focus on maintaining and further enhancing the strength of the firm’s
∎ Oversaw the firm’s efforts to manage the firm’s Russia exposure in response to Russia’s invasion of Ukraine ∎ Served as Vice Chair of the Enterprise Risk Committee and |
People |
∎ Engaged with our people across the firm in support of his transition to CFO ∎ Regularly convened leadership across control, finance and operating functions to enhance alignment and collaboration ∎ Championed the firm’s people, cultural and talent initiatives, including through participation in the PMD selection process, leadership pipeline reviews and various other key programs |
| 46 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL COMPENSATION
| Philip Berlinski Global Treasurer |
Key Responsibilities | ||||
As Global Treasurer, Mr. Berlinski is
| ||||
2022 Annual
| ||||
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2019 Compensation
Key Performance Highlights
|
|
| ||||
|
Risk Management
∎ Successfully managed the firm’s liquidity position through continued market volatility throughout the year, including in connection with Russia’s invasion of Ukraine, and ensured sufficient liquidity to meet internal and regulatory needs
∎ Progressed critical liquidity optimization management initiatives, including to:
» Achieve medium-term target of optimizing the firm’s unsecured funding mix via deposit growth channels
» Reduce need for benchmark issuances
» Deliver enhanced liquidity projections
∎ Reduced interest expense through funding diversification, product innovation and efficiency optimization
∎ Continued progress on the migration of businesses to Bank entities with a focus on enhancing Bank governance and oversight
∎ Represented the firm by leading G-SIB Treasurer discussions on markets, liquidity and regulations with key regulators and policy-makers
∎ Served as Co-Chair of the Firmwide Asset Liability Committee
People
∎ Focused on supporting and implementing the firm’s people strategy goals in Corporate Treasury. In doing so, he partnered with HCM to invest in our people, develop our managers as coaches, strengthen our culture and advance diversity and inclusion
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 47 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2022 ANNUAL COMPENSATION
|
|
| ||
| ||
| ||
Key Performance Highlights In 2022, Ms. Ruemmler exhibited exceptional judgment and provided sound counsel to the Ms. Ruemmler’s 2022 dashboard: |
Risk Management |
∎ Key advisor to the firm across a ∎ Leader of continued efforts to refine and improve our organizational structure and fulfill our ongoing responsibility to continually enhance the control functions, including ∎ Significant focus on the
|
|
∎ Focused on supporting and implementing the firm’s people strategy goals across Compliance, Legal and Conflicts Resolution, including with respect to |
| GOLDMAN SACHS | |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
Equity-Based Variable Compensation Elements—EQUITY-BASED VARIABLE COMPENSATION ELEMENTS OF ANNUAL COMPENSATION—A More Detailed LookMORE DETAILED LOOK
More Detailed Look |
We believe it is important to pay a significant portion of our annual variable compensation in equity-based awards.
For 2019 To this end, for 2022 annual compensation, our Compensation Committee assessed the overall levels of equity-based as well as performance-based compensation for our NEOs; as a result, the Committee determined it was appropriate to pay 70% of Mr. Solomon’s and 60% of all other NEOs’ variable compensation in equity-based awards. This assessment also took into account that these levels were more consistent with those of peers.
Our Executive Leadership Team continued to receive their 2019 equity-based annual compensation entirelywas paid 100% in PSUs. This year, in order
The use of PSUs as a consistent form of equity-based compensation across our NEOs and our broader Management Committee serves to further tiealign the compensation to ongoing performance metrics and further align goalsstructure across our most senior leaders our Compensation Committee approved the granting of PSUsand further ties compensation for this population to our other NEOs as well as the other members of our Management Committee, who received 25% of their 2019 equity-based annual awards in PSUs, with the remainder continuing to be in RSUs.ongoing performance metrics.
Our equity-based variable compensation is subject to various robust risk-balancing features, as described more fully in —Other Compensation Policies and Practices. Treatment upon a termination of employment or change in control is described more fully in —Executive Compensation—Potential Payments Uponupon Termination or Change in Control.
PSUs
∎ PSUs provide
∎ PSUs will be paid at0-150% of the initial award based on our average ROE over
|
|
3-Year Average Absolute ROE
|
% Earned |
|
|
|
|
|
|
|
3-Year Average Relative ROE
|
% Earned(a) | |||||||||
<5% | 0% |
| <25th percentile | 25% | ||||||||||||||||
5% to <16% | Based on relative ROE; see scale at right | 25th percentile | 50% | |||||||||||||||||
60th percentile | 100% | |||||||||||||||||||
≥16% | 150% | ≥75th percentile | 150% | |||||||||||||||||
|
| |||||||||||||||||||
(a) % earned is scaled if performance is between specified thresholds; payout is automatically capped at 100% if 3-year average GS ROE is between 5% and 6%. ∎ PSU performance thresholds for PSUs granted in January ∎ PSUs granted in January 2023 will be settled in
|
| ∎ | For purposes of the relative ROE metric, for PSUs granted in January 2023, our |
Group AG. Our Compensation Committee |
| ∎ | Average ROE is the average of the annual ROE for each year during the performance period. |
| » | Annual ROE for the firm is calculated as annualized net earnings applicable to common shareholders divided by average common shareholders’ equity, as publicly reported by Goldman Sachs in its annual |
| » | For purposes of determining ROE of our |
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 49 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
SHAREHOLDER VALUE CREATION AWARDS—A DETAILED LOOK
| ∎ |
|
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
Other Compensation Policies and Practices
| ∎ |
|
| ∎ | Each PSU granted to our NEOs includes a cumulative dividend equivalent right payable only if and when that PSU |
| ∎ | PSUs granted to our NEOs who meet certain age and service requirements on the grant date have no additional service-based vesting requirement; however, |
RSUs
|
| ∎ |
|
|
Shareholder Value Creation Awards—A Detailed Look |
As previously disclosed, the non-employee members of our Board, upon the recommendation of our independent Compensation Committee, granted SVC Awards to Messrs. Solomon and Waldron in October 2021 and more broadly to members of our Management Committee, including Messrs. Coleman and Berlinski and Ms. Ruemmler, in January 2022.
SVC Awards were designed to address three key objectives and align the incentive structure across our most senior leaders.
1  | Align compensation with rigorous performance thresholds that drive long-term shareholder value creation | 2  | Ensure leadership continuity over the next 5+ years in the next phase of our growth strategy | 3  | Enhance retention in response to the increasing competition for talent in the current environment | |||||||||
» Even at maximum payout, awards represent ~55 basis points of the total shareholder value (from the time of grant) that would be created by achieving the TSR goals | » The Board believes that senior management’s leadership and vision will continue to be critical in driving the firm’s progress | » Recent experience shows significant opportunities for our senior leadership in less traditional sectors of the financial industry | ||||||||||||
| ∎ | While SVC Awards were originally granted to only Messrs. Solomon and Waldron in October 2021, the Board expanded these awards more broadly to members of the Management Committee in January 2022 in response to shareholder feedback regarding the importance of broadening the scope of the awards’ key objectives across our senior leadership team. We believe this will further enhance collaboration and teamwork. |
As we already committed, the previously granted SVC Awards were not part of annual compensation and will not be awarded on a regularly recurring basis. 2022 annual compensation was determined based on the factors described in —How our Compensation Committee Makes Decisions and —2022 Annual Compensation above.
| 50 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION POLICIES AND PRACTICES
Key Terms of our NEOs’ SVC Awards
| ||||||||||||||
Grant Details | Form: Performance stock units Amount of Award/Grant Date(a)
∎ October 21, 2021: Mr. Solomon - $30 million ($17.0 million grant date fair value; 73,264 performance stock units); Mr. Waldron - $20 million ($11.4 million grant date fair value; 48,843 performance stock units)
∎ January 28, 2022: Mr. Coleman - $10 million ($3.3 million grant date fair value; 24,422 performance stock units); Mr. Berlinski and Ms. Ruemmler - $7 million each ($2.3 million grant date fair value; 17,095 performance stock units)
Conversion Price: The number of performance stock units was calculated using a conversion price of $409.48, the 5-day average closing price from October 15 - 21, 2021
| |||||||||||||
TSR Thresholds Relative) | Cumulative Absolute TSR Goals | % of Target Earned | Relative TSR Goals | % of Target Earned | ||||||||||
≥75%
|
75%
| +  |
≥80th percentile
|
75%
| ||||||||||
60% |
50% |
65th percentile |
50% | |||||||||||
47% |
25% |
40th percentile |
25% | |||||||||||
<47% |
0% |
<40th percentile |
0% | |||||||||||
Performance-based vesting for the SVC Awards is based 50% on absolute TSR goals and 50% on relative TSR goals, all of which have been pre-established by the Board. As of the time of grant, with respect to absolute TSR goals, the resulting stock price plus dividends would have been approximately, in each case, $602 at 47%, $655 at 60% and $717 at 75%. For reference, as of the initial grant in October 2021, our highest closing stock price was $419.69.
The overall payout percentage of the SVC Awards will equal the sum of the percentage of Target Earned under each of the Cumulative Absolute TSR Goals and Relative TSR Goals. Amounts earned are determined by linear interpolation if results are between the TSR goals (both absolute and relative).
| ||||||||||||||
Peer Group for Relative Thresholds
| U.S. Peers: BAC, C, JPM, MS, BK, WFC | |||||||||||||
Achievement |
∎ Absolute TSR: Highest average closing price of GS stock for any 30 consecutive trading days during performance period ∎ Relative TSR: 30-day average closing price prior to beginning and end of performance period
| |||||||||||||
Performance Period and Vesting |
Vesting will occur over a five-year performance period beginning on October 21, 2021, subject to continuous service until the end of the five-year performance period, with limited exceptions provided in the applicable award agreement and the SIP, such as death and disability.
| |||||||||||||
Form of Settlement |
Any amounts earned under the SVC Awards are settled 100% in shares of Common Stock that will deliver at the end of the five-year performance period.
| |||||||||||||
Transfer Restrictions |
Any shares earned will be Shares at Risk subject to transfer restrictions for one year after delivery, and will also be subject to forfeiture and clawback provisions, including recapture for events constituting “Cause,” for failing to perform obligations under any agreement with Goldman Sachs, participating in (or otherwise overseeing or being responsible for, depending on the circumstances, another individual’s participation) materially improper risk analysis or failing sufficiently to raise concerns about risks during the performance period (see —Other Compensation Policies and Practices).
| |||||||||||||
| (a) | Grant date fair value for SVC Awards is determined by multiplying the target number of SVC Awards by the closing price per share of Common Stock on the NYSE on the grant date, and applying a discount related to the probability of achieving the award’s goals and transfer restrictions on the Common Stock underlying these awards. |
Other Compensation Policies and Practices |
Robust Risk-Balancing Features
Compensation granted to our NEOs is subject to various longstandinglong-standing risk-balancing features, including the use of Shares at Risk, retention requirements and, for our Executive Leadership Team, additional stock ownership guidelines.
| ∎ | Shares at Risk:Shares delivered pursuant to our equity-based awards generally deliver in the form of “Shares at Risk.” Shares at Risk are shares (after applicable tax withholding) that are subject to |
| » | For PSUs granted as part of annual compensation, calculated based on the grant date (for |
For SVC Awards, Shares at Risk will be subject to transfer restrictions for one year after delivery (through October 2027) of any shares of Common Stock that are earned. |
Transfer restrictions generally prohibit the sale, transfer, hedging or pledging of underlying Shares at Risk, even if the NEO leaves our firm (subject to limited exceptions). See —Executive Compensation—Potential Payments upon Termination or Change in Control for more detail.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 51 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION POLICIES AND PRACTICES
| ∎ | Retention Requirements:Pursuant to our |
| » | Our CEO is required, for so long as he holds |
| » | Similarly, each of our COO and CFO (directly or indirectly through estate planning entities) is required, for so long as he holds such position, to retain at least 50% ofAfter-Tax Shares granted as compensation since being appointed to such position. |
| » | Our other NEOs are required, for so long as they serve on the firm’s Management Committee, to retain at least 25% ofAfter-Tax Shares granted as compensation since being appointed to the Management Committee. |
| ∎ | Stock Ownership Guidelines:In addition, our Executive Leadership Team is subject to additional stock ownership guidelines that supplement the retention requirements. These guidelines provide that: |
| » | Our CEO must retain beneficial ownership of a number of shares of Common Stock equal in value to 10x his base salary for so long as he remains our CEO. |
| » | Each of our COO and CFO must retain beneficial ownership of a number of shares of Common Stock equal in value to 6x his base salary for so long as he remains in such |
| » | Transition rules apply in the event that an individual becomes newly appointed to |
|
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
Other Compensation Policies and Practices
| ∎ | Recapture Provisions:We have a |
|
| |||||
 | Each employee who receives equity-based awards as part of his or her year-end compensation (since IPO) | Each employee who receives equity-based awards as part of his or heryear-end compensation (since |
| |||
| ||||||
 | If such employee engages in conduct constituting “cause,” including: ∎ ∎ ∎ ∎ ∎ ∎ ∎ | If, during the time period specified in the award agreement, such employee participated (or otherwise oversaw or was responsible for, depending on the circumstances, another individual’s participation) in the structuring or marketing of any product or service, or participated on behalf of the firm or any of its clients in the purchase or sale of any security or other property, in any case without appropriate consideration of the risk to the firm or the broader financial system as a whole | ||||
| All outstanding PSUs, RSUs, | All equity-based awards (e.g., PSUs, | ||||
WHO APPLICATION WHATWho Applicaion What
| ∎ | Pursuant to these Recapture provisions, if, after delivery, payment or release of transfer restrictions, we determine that a forfeiture event had previously occurred, we can require repayment to |
| 52 |
|
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION POLICIES AND PRACTICES
| ∎ | Our Compensation Committee adopted a comprehensive, standalone clawback policy in January 2015 that applies to each member of our Executive Leadership Team and generally permits recovery of awards (including equity-based awards and underlying Shares at Risk). |
| » | Among other things, the |
| ∎ | In addition, our |
| » | Our firm is determined by bank regulators to be “in default” or “in danger of default” as defined under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or it fails to maintain for 90 consecutive business days the required “minimum Tier 1 capital ratio” (as defined under Federal Reserve Board regulations) (except with respect to Mr. Coleman’s 2021 U.K. RSUs, defined below); |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
Other Compensation Policies and Practices
| » | The NEO associates with any business that constitutes a Covered Enterprise (as defined in —Executive Compensation—Potential Payments |
| » | The NEO solicits our clients or prospective clients to transact business with a Covered Enterprise or |
| » | The NEO |
| » | The NEO fails to perform obligations under any agreement with us. |
Hedging Policy; Pledging of Common Stock
Our executive officers (including our NEOs) andnon-employee directors are prohibited from hedging any shares of our Common Stock, even shares they can freely sell, for so long as they remain executive officers ornon-employee directors, as applicable. In addition, our NEOs, non-employee directors and all other employees are prohibited from hedging or pledging their equity-based awards. Our employees, other than our executive officers, may hedge only shares of our Common Stock that they can otherwise sell. However, they may not enter into uncovered hedging transactions and may notor “short” sharessales of our Common Stock. Employees alsoAdditionally, employees may not act on investment decisions with respect to our Common Stock, except during applicable “window periods.” The restrictions described above also generally apply to such individual’s immediate family, household members and dependents. In addition, none of our executive officers ornon-employee directors has any shares of Common Stock subject to a pledge.
Qualified Retirement Benefits
During 2019,2022, each NEO other than Mr. Berlinski participated in The Goldman Sachs 401(k) Plan (401(k) Plan), which is our U.S. broad-basedtax-qualified retirement plan. In 20192022, these individuals were eligible to makepre-tax and/or “Roth”after-tax contributions to our 401(k) Plan and receive adollar-for-dollar matching contribution from us on the amount they contributed, up to a maximum of $11,200.$12,500. For 2019,2022, these individuals each received a matching contribution of $11,200.$12,500. Mr. Berlinski has not participated in the U.K. defined contribution arrangement, known as LifeSight (the U.K. Defined Contribution Arrangement) since July 2019, when he relocated on assignment to the U.S. The firm provides overseas employees who can no longer participate in the U.K. Defined Contribution Arrangement with an annual payment in lieu of his or her participation. The amount of this payment for 2022 for Mr. Berlinski was $21,744, which is approximately equal to the firm’s annual cost in respect of participation in the U.K. Defined Contribution Arrangement.
Perquisites and Other Benefits
Our NEOs received in 20192022 certain benefits that are considered “perquisites” for purposes of the SEC rules regarding compensation disclosure. While our Compensation Committee was provided with the estimated value of these items, it determined, as in prior years, not to give these amounts significant consideration in determining our NEOs’ 20192022 variable compensation.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 53 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
GS GIVES
During 2019,2022, we made available to each of our Executive Leadership Team a car and driver and, in some cases, other services, including for security and/or business purposes. For a portion of the year, car and driver services were contracted through a third party for Messrs. Waldron and Scherr.security. We also offered our NEOs benefits and tax counseling services, generally provided or arranged by our subsidiary, The Ayco Company, L.P. (Ayco), to assist them with tax and regulatory compliance and to provide them with more time to focus on the needs of our business.
Our NEOs participate in our executive medical and dental program and receive executive life insurance while they remain PMDs. Our NEOs also receive long-term disability insurance coverage. Our NEOs (and their covered dependents) are also eligible for a retiree healthcare program and receive certain other perquisites, some of which have no incremental cost to us.
At our request, Mr. Coleman relocated from London to our New York office in 2021, and Mr. Berlinski did so in 2019. To this end, during 2022, consistent with our standard Global Mobility Services programs, Messrs. Coleman and Berlinski received international assignment relocation benefits and tax equalization and/or protection payments, as applicable, in connection with their respective arrangements. See “All Other Compensation” and footnote (b)(e) in —Executive Compensation—20192022 Summary Compensation Table.
Section 162(m)
Section 162(m) of the Internal Revenue Code limits the tax deductibility of executive compensation paid to each of our “covered employees” to $1 million. In setting 2022 executive compensation, our Compensation Committee considersconsidered the factors identified in more detail in —How Ourour Compensation Committee Makes Its Decisions and doesdid not take this limit on deductibility into account.
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
GS Gives
Gives |
As a key element of the firm’s overall impact investing platform, we established our GS Gives program to coordinate, facilitate and encourage global philanthropy by our PMDs. TheDuring 2021, the firm contributedmade contributions that supported an approximately $140$170 million for this year’s2022 GS Gives program.
GS Gives underscores our commitment to philanthropy through diversified and impactful giving, harnessing the collaborative spirit of the firm’s partnership while also inspiring our firm’s next generation of philanthropists. We ask our PMDs to make recommendations ofnot-for-profit organizations to receive grants from the firm’s contributions to GS Gives.Gives. GS Gives has made approximately $2.2 billion in grants and partnered with over 9,000 not-for-profit organizations supporting 140+ countries around the world since its inception.
Grant recommendations from our PMDs help to ensure that GS Gives invests in a diverse group of charities that improves the lives of people in communities around the world. We encourage our PMDs to make recommendations of grants to organizations consistent with GS Gives’Gives’ mission of fostering innovative ideas, solving economic and social issues and enabling progress in underserved communities globally. GS Gives undertakes diligence procedures for donations and has no obligation to follow recommendations made to us by our PMDs.
In 2019, 2022, GS Gives accepted the recommendations of over 570500 current and retired PMDs and granted over $142$219 million to over 2,5002,800 not-for-profit organizations around the world. GS Gives made grants in support of a broad range of large-scale initiatives, including relief efforts in Ukraine, the fourth-annual Analyst Impact Fund competition,and a PartnershipCommittee-led initiativepartnership benefiting food insecure families. Amounts recommended by our NEOs in which teams of analysts in all regions enter to win a 2022 for donation by GS Gives grant recommendation for charities of their choosing, with 2019’s winning teams addressing college financial aid literacy, feminine hygiene for impoverished communities and solar energy in last mile communities; a newly launched initiative in the U.K. to support mental health on university campuses; and education for impoverished children in Japan. Amounts donated in 2019 by GS Gives based on the following individuals’ recommendations were: Mr. Solomon—$3.3Solomon – $4 million; Mr. Waldron—$1.3Waldron – $3.5 million; Mr. Scherr—$1.0Coleman – $3 million; Mr. Rogers—$0.5Berlinski – $1 million; and Ms. Seymour—$0.3Ruemmler – $1 million.
GOLDMAN SACHS | |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2022 SUMMARY COMPENSATION TABLE
Executive Compensation
The 20192022 Summary Compensation Table below sets forth compensation information relating to 2019, 20182022, 2021 and 2017. In2020. However, in accordance with SEC rules, compensation information for each NEOcertain NEOs is only reported beginning with the year that such executive became an NEO. For a discussion of 20192022 annual NEO compensation, please read —Compensation Discussion and Analysis above.
Pursuant to SEC rules, the 20192022 Summary Compensation Table is required to include for a particular year only those equity-based awards grantedduring that year, rather than awards granted afteryear-end, even if awarded for services in that year. SEC rules require disclosure of cash compensation to be included in the year earned, even if payment is made afteryear-end.
Generally, we grant equity-based awards and pay any cash variable compensation for a particular year shortly after that year’s end. As a result, annual equity-based awards and cash variable compensation are disclosed in each row of the table as follows:
2019
2022
| ∎ | “Bonus” is cash variable compensation for |
| ∎ | “Stock Awards” |
» PSUs » RSUs awarded to Mr. Coleman for 2021 that satisfy U.K. regulatory requirements in respect of Mr. Coleman’s prior role (referred to as 2021 U.K. RSUs) » SVC Awards granted to our CFO and |
2018
2021
| ∎ | “Bonus” is cash variable compensationfor |
| ∎ | “Stock Awards” |
» PSUs » RSUs awarded for 2020 (referred to as 2020 Year-End RSUs) » SVC Awards granted to our CEO and |
2017
2020
| ∎ | “Bonus” is cash variable compensationfor |
| ∎ | “Stock Awards” are |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2019 Summary Compensation Table
2022 Summary Compensation Table |
NAME AND PRINCIPAL POSITION
|
YEAR
|
SALARY ($)
|
BONUS ($)
|
STOCK
|
CHANGE IN
|
ALL OTHER
|
TOTAL ($)
| |||||||||||||||||||||
David M. Solomon Chairman and CEO
|
|
2019
|
|
|
2,000,000
|
|
|
7,650,000
|
|
|
14,724,012
|
|
|
296
|
|
|
283,429
|
|
|
24,657,737
|
| |||||||
|
2018
|
|
|
1,887,500
|
|
|
5,700,375
|
|
|
12,775,034
|
|
|
—
|
|
|
299,926
|
|
|
20,662,835
|
| ||||||||
|
2017
|
|
|
1,850,000
|
|
|
5,745,000
|
|
|
8,547,708
|
|
|
196
|
|
|
233,207
|
|
|
16,376,111
|
| ||||||||
John E. Waldron President and COO
|
|
2019
|
|
|
1,850,000
|
|
|
9,060,000
|
|
|
11,082,050
|
|
|
1,840
|
|
|
265,912
|
|
|
22,259,802
|
| |||||||
|
2018
|
|
|
1,587,500
|
|
|
6,812,625
|
|
|
8,236,810
|
|
|
—
|
|
|
195,172
|
|
|
16,832,107
|
| ||||||||
Stephen M. Scherr CFO
|
|
2019
|
|
|
1,850,000
|
|
|
8,260,000
|
|
|
9,896,719
|
|
|
14,857
|
|
|
216,519
|
|
|
20,238,095
|
| |||||||
|
2018
|
|
|
1,556,827
|
|
|
6,083,974
|
|
|
7,488,028
|
|
|
—
|
|
|
170,784
|
|
|
15,299,613
|
| ||||||||
John F.W. Rogers EVP
|
|
2019
|
|
|
1,500,000
|
|
|
4,000,000
|
|
|
5,290,154
|
|
|
938
|
|
|
179,303
|
|
|
10,970,395
|
| |||||||
Karen P. Seymour EVP and General Counsel
|
|
2019
|
|
|
1,500,000
|
|
|
3,000,000
|
|
|
3,744,784
|
|
|
—
|
|
|
121,005
|
|
|
8,365,789
|
| |||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Change in Pension Value(d) ($)
| All Other Compen- sation(e) ($) | Total ($) | ||||||||||||||||||||||||||||||||||||||
Year-End Awards(b) | SVC Award(c) | Total | |||||||||||||||||||||||||||||||||||||||||||
David Solomon Chairman and CEO | 2022 | 2,000,000 | 6,900,000 | 22,404,343 | — | 22,404,343 | — | 305,077 | 31,609,420 | ||||||||||||||||||||||||||||||||||||
| 2021 | 2,000,000 | 9,900,000 | 10,334,614 | 17,045,566 | 27,380,180 | — | 264,892 | 39,545,072 | |||||||||||||||||||||||||||||||||||||
| 2020 | 2,000,000 | 4,650,000 | 17,036,275 | — | 17,036,275 | 192 | 254,190 | 23,940,657 | |||||||||||||||||||||||||||||||||||||
John Waldron President and COO | 2022 | 1,850,000 | 8,660,000 | 18,127,364 | — | 18,127,364 | — | 343,897 | 28,981,261 | ||||||||||||||||||||||||||||||||||||
| 2021 | 1,850,000 | 12,460,000 | 9,515,417 | 11,363,788 | 20,879,205 | — | 319,593 | 35,508,798 | |||||||||||||||||||||||||||||||||||||
| 2020 | 1,850,000 | 6,660,000 | 12,970,318 | — | 12,970,318 | 1,259 | 278,153 | 21,759,730 | |||||||||||||||||||||||||||||||||||||
Denis Coleman CFO | 2022 | 1,850,000 | 6,060,000 | 11,158,962 | 3,341,555 | 14,500,517 | — | 1,158,036 | 23,568,553 | ||||||||||||||||||||||||||||||||||||
Philip Berlinski Global Treasurer | 2022 | 1,500,000 | 3,400,000 | 9,242,922 | 2,339,034 | 11,581,956 | — | 4,648,229 | 21,130,185 | ||||||||||||||||||||||||||||||||||||
| 2021 | 1,108,046(a) | 6,556,898 | 6,341,994 | — | 6,341,994 | 51,518 | 2,908,899 | 16,967,355 | |||||||||||||||||||||||||||||||||||||
Kathryn Ruemmler CLO and General Counsel | 2022 | 1,500,000 | 4,200,000 | 9,021,951 | 2,339,034 | 11,360,985 | — | 68,577 | 17,129,562 | ||||||||||||||||||||||||||||||||||||
2021
|
1,500,000
|
6,400,000
|
4,731,963
|
—
|
4,731,963
|
—
|
63,358
|
12,695,321
| |||||||||||||||||||||||||||||||||||||
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 55 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2022 SUMMARY COMPENSATION TABLE
| (a) | Reflects Mr. Berlinski’s effective salary for 2021, which amount takes into account his annualized salary increase to $1.5 million, effective as of September 20, 2021, in connection with his appointment to the Management Committee. |
| (b) | Amounts included for |
| (c) | Amounts included represent grant date fair value of SVC Awards granted to |
Ms. |
The following chart, together with the narrative below, describes the benefits and perquisites for |
NAME
|
401(K)
|
TERM LIFE
|
EXECUTIVE
|
LONG-TERM
|
EXECUTIVE ($)
|
BENEFITS
|
CAR** ($)
| |||||||||||||||||||||
David M. Solomon
|
|
11,200
|
|
|
118
|
|
|
53,108
|
|
|
539
|
|
|
18,500
|
|
|
138,248
|
|
|
57,210
|
| |||||||
John E. Waldron
|
|
11,200
|
|
|
118
|
|
|
83,324
|
|
|
539
|
|
|
4,221
|
|
|
108,525
|
|
|
56,860
|
| |||||||
Stephen M. Scherr
|
|
11,200
|
|
|
118
|
|
|
83,324
|
|
|
539
|
|
|
13,298
|
|
|
47,435
|
|
|
58,662
|
| |||||||
John F.W. Rogers
|
|
11,200
|
|
|
118
|
|
|
83,324
|
|
|
539
|
|
|
31,405
|
|
|
50,809
|
|
|
—
|
| |||||||
Karen P. Seymour
|
|
11,200
|
|
|
118
|
|
|
83,324
|
|
|
539
|
|
|
18,216
|
|
|
4,289
|
|
|
—
|
| |||||||
| Name | Defined Plan Employer | Term Life Insurance Premium ($) | Executive Medical and Dental Plan Premium ($) | Long-Term Disability Insurance Premium ($) | Executive ($) | Benefits and Tax Counseling Services ($)* | Car ($)** | |||||||
David Solomon | 12,500 | 118 | 19,371 | 423 | 20,990 | 150,485 | 68,856 | |||||||
John Waldron | 12,500 | 118 | 78,311 | 423 | 10,503 | 158,026 | 83,551 | |||||||
Denis Coleman | 12,500 | 118 | 78,311 | 423 | 6,589 | 71,268 | 78,549 | |||||||
Philip Berlinski*** | 21,744 | 428 | 64,050 | 1,907 | 8,722 | 87,206 | — | |||||||
Kathryn Ruemmler | 12,500 | 118 | 19,371 | 423 | 11,341 | 24,630 | — | |||||||
| * | Amounts reflect the incremental cost to us of benefits and tax counseling services provided by Ayco or by another third-party |
| ** | Amounts reflect the incremental cost to us attributable to commuting and othernon-business use. We made available to each member of our Executive Leadership Team in |
| *** | Certain of the amounts for Mr. Berlinski have been converted from British Pounds Sterling into U.S. Dollars at a rate of 1.2446 Dollars per Pound, which was the average daily rate in 2022. |
GOLDMAN SACHS | |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2019 Grants of Plan-Based Awards2022 GRANTS OF PLAN-BASED AWARDS
Also included in the “All Other Compensation” column are amounts reflecting the incremental cost to us of providing our identity theft safeguards program for U.S. PMDs, assistance with certain travel arrangements,in-office meals and security services. We provide personal security (the incremental cost of which was $3,399$31,610 for Mr. Solomon) for the benefit of our firm and our shareholders. We do not consider these security measures to be personal benefits but rather business-related necessities due to thehigh-profile standing of our NEOs.CEO. Mr. Coleman relocated to our New York office at our request and, for 2022, Mr. Coleman received relocation benefits of approximately $443,000 and tax protection payments of approximately $466,000. In addition, Mr. Berlinski previously relocated to our New York office at our request and, for 2022, Mr. Berlinski received international assignment benefits of approximately $351,000 and tax equalization and protection payments of approximately $4.1 million. In each case, these benefits and payments were part of our standard Global Mobility Services programs applicable to relocating employees, and the tax equalization and protection payments were intended to cover certain taxes that are over and above those that Messrs. Coleman and Berlinski would have incurred if they had not relocated to New York.
We provide our NEOs, on the same terms as areconsistent with those provided to our other executive officers and also to our PMDs and at no upfront incrementalout-of-pocket cost to our firm, waived or reduced fees, andas well as interests in overrides (the level of which may vary based on certain eligibility criteria) in connection with investments in certain funds and other accounts managed or sponsored by Goldman Sachs, unused tickets to certain events and certain negotiated discounts with third-party vendors.
We make available to our NEOs private aircraft in which we own a fractional interest.aircraft. Our policy is to limit personal use of such aircraft by our NEOs and to require reimbursement byof the NEO for allaggregate incremental costs to us associated with such use. For example, inuse, as permitted by Federal Aviation regulations. In situations where an NEO brings a personal guest as a passenger on a business-related flight, the NEO pays us an amount equal to the greater of: (a) the aggregate incremental cost to us, of the usage by the guest and (b) the price of afirst-class commercial airline ticketif any, for the same trip.such personal guest.
|
The awards included in this table are 2018Year-End PSUs and 2018Year-End RSUs, each granted in January 2019. The PSU grants to Messrs. Solomon, Waldron and Scherr reported in the table below were previously described in theCompensation Discussion and Analysis section of our Proxy Statement for our 2019 Annual Meeting of Shareholders (dated March 22, 2019).
The following table sets forth plan-based awards2021 Year-End PSUs, 2021 Year-End U.K. PSUs and 2021 U.K. RSUs, as applicable, granted in early 2019.2022, as well as SVC Awards granted in January 2022. In accordance with SEC rules, the table does not include awards that were granted in 2020.2023. See —Compensation—Compensation Discussion and Analysis above for a discussion of those awards.
NAME
|
GRANT DATE
|
ESTIMATED FUTURE PAYOUTS UNDER
|
ALL OTHER NUMBER OF SHARES OF STOCK OR
|
GRANT DATE VALUE OF STOCK
| ||||||||||||||||||
THRESHOLD
|
TARGET
|
MAXIMUM
| ||||||||||||||||||||
David M. Solomon
|
1/17/2019
|
|
0
|
|
|
77,413
|
|
|
116,120
|
|
|
—
|
|
|
14,724,012
|
| ||||||
John E. Waldron
|
1/17/2019
|
|
0
|
|
|
58,265
|
|
|
87,398
|
|
|
—
|
|
|
11,082,050
|
| ||||||
Stephen M. Scherr
|
1/17/2019
|
|
0
|
|
|
52,033
|
|
|
78,050
|
|
|
—
|
|
|
9,896,719
|
| ||||||
John F.W. Rogers
|
1/17/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,138
|
|
|
5,290,154
|
| ||||||
Karen P. Seymour
|
1/17/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,334
|
|
|
3,744,784
|
| ||||||
Name
|
Grant Date
|
Estimated Future Payouts Under Equity
|
All Other Stock Awards: Number of Shares of Stock or Units (#)(b)
|
Grant Date Stock Awards ($)(c) | ||||||||
Threshold (#) |
Target (#) |
Maximum (#)
| ||||||||||
David Solomon | 1/28/2022 | 0 | 66,569 | 99,854 | — | 22,404,343 | ||||||
John Waldron | 1/28/2022 | 0 | 53,861 | 80,792 | — | 18,127,364 | ||||||
Denis Coleman | 1/19/2022 | 0 | 27,230 | 40,845 | — | 8,160,980 | ||||||
| 1/19/2022 | 0 | 7,955 | 11,933 | — | 2,596,491 | ||||||
| 1/28/2022 | 0 | 24,422 | 36,633 | — | 3,341,555 | ||||||
|
| 1/28/2022 | — | — | — | 1,157 | 401,491 | ||||||
Philip Berlinski | 1/19/2022 | 0 | 28,318 | 42,477 | — | 9,242,922 | ||||||
|
| 1/28/2022 | 0 | 17,095 | 25,643 | — | 2,339,034 | ||||||
Kathryn Ruemmler | 1/19/2022 | 0 | 27,641 | 41,462 | — | 9,021,951 | ||||||
|
| 1/28/2022 | 0 | 17,095 | 25,643 | — | 2,339,034 | ||||||
| (a) | Consists of |
| (b) | Consists of |
| (c) | Amounts included represent the grant date fair value. Grant date fair value |
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 57 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2022 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| on January 19, 2022, the grant date. For the portion of the |
2022 Outstanding Equity Awards at Fiscal Year-End |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2019 Outstanding Equity Awards at FiscalYear-End
The following table sets forth the 2018Year-End PSUs granted in January 2019 to Messrs. Solomon, Waldron and Scherr and the 2017Year-End PSUs granted in January 2018 to Mr. Solomon. As of December 31, 2019, Mr. Rogers and Ms. Seymour did not hold any awards reportable in this table, and no NEOs hold any option awards.forth:
| NAME | STOCK AWARDS
| |||||||
| EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(a) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(b) | |||||||
| David M. Solomon | 157,533 | 36,221,563 | ||||||
| John E. Waldron | 58,265 | 13,396,871 | ||||||
| Stephen M. Scherr | 52,033 | 11,963,948 | ||||||
| ∎ | 2021 Year-End PSUs granted in January 2022 to each of our NEOs (including 2021 Year-End U.K. PSUs granted in January 2022 to Mr. Coleman); |
| ∎ | 2020 Year-End PSUs granted in January 2021 to Messrs. Solomon and Waldron and Ms. Ruemmler; |
| ∎ | 2020 Year-End RSUs granted in January 2021 to Ms. Ruemmler; |
| ∎ | 2019 Year-End PSUs granted in January 2020 to Messrs. Solomon and Waldron; |
| ∎ | SVC Awards granted to Messrs. Solomon and Waldron in October 2021 and to Messrs. Coleman and Berlinski and Ms. Ruemmler in January 2022; and |
| ∎ | RSUs granted to Ms. Ruemmler in April 2020 when she joined our firm. |
| Name | Stock Awards | |||||||
Number of Shares or |
Market Value of ($)(b) |
Equity Incentive Plan or Other Rights that Have Not Vested (#)(c) |
Equity Incentive Plan | |||||
| David Solomon | — | — | 303,087 | 104,074,014 | ||||
| John Waldron | — | — | 235,926 | 81,012,270 | ||||
| Denis Coleman | — | — | 59,607 | 20,467,852 | ||||
| Philip Berlinski | — | — | 45,413 | 15,593,916 | ||||
| Kathryn Ruemmler | 36,011 | 12,365,457 | 51,645 | 17,733,860 | ||||
| (a) | The awards reflected in this column are the |
| (b) | Pursuant to SEC rules, the |
| (c) | The awards reflected in this column are the 2021 Year-End PSUs granted in January 2022 to each of our NEOs, 2021 Year-End U.K. PSUs granted in January 2022 to Mr. Coleman, 2020 Year-End PSUs granted in January 2021 to Messrs. Solomon and Waldron and Ms. Ruemmler and the 2019 Year-End PSUs granted in January 2020 to Messrs. Solomon and Waldron. It also reflects the SVC Awards granted to Messrs. Solomon and Waldron in October 2021 and to Messrs. Coleman and Berlinski and Ms. Ruemmler in January 2022. Pursuant to SEC rules, the 2019 Year-End PSUs are represented at the maximum |
| 58 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2022 STOCK VESTED
2022 Stock Vested |
The following table sets forth information regarding the value of the 2018 Year-End PSUs granted to Messrs. Solomon and Waldron, which settled on May 2, 2022, 2021 U.K. RSUs granted to Mr. Coleman in January 2022 and certain of Ms. Ruemmler’s April 2020 and 2020 Year-End RSUs. No information is reportable with respect to Mr. Berlinski for 2022 in this table. 2019 Year-End PSUs granted to Messrs. Solomon and Waldron, which are expected to settle in Spring 2023 when final information regarding applicable Peer performance is available, will be reflected in the 2023 Stock Vested table in our Proxy Statement for our 2024 Annual Meeting of Shareholders.
Name | Stock Awards | |||
Number of Shares Acquired on | Value Realized | |||
David Solomon | 116,120(a) | 36,505,243 | ||
John Waldron | 87,398(a) | 27,475,764 | ||
Denis Coleman | 1,157(b) | 401,491 | ||
Kathryn Ruemmler | 20,074(c) | 6,893,010 | ||
|
| (b) | Includes the number of shares of Common Stock underlying 2021 U.K. RSUs, which were vested upon grant. These shares were delivered in January 2023. |
| (c) | Includes the number of shares of Common Stock underlying one-third of Ms. Ruemmler’s 2020 Year-End RSUs, which vested during 2022 and were delivered in January 2023. The remaining one-third of these 2020 Year-End RSUs are subject to vesting and delivery on or about the third anniversary of the grant date and substantially all of the shares of Common Stock underlying the 2020 Year-End RSUs that are or will be delivered to Ms. Ruemmler are subject to transfer restrictions until January 2026. Also includes the number of shares of Common Stock underlying one-third of Ms. Ruemmler’s April 2020 RSUs, which vested during 2022 and were delivered in January 2023. The remaining two-thirds of these April 2020 RSUs are subject to vesting in equal parts in December 2023 and December 2024 and delivery in equal parts in January 2024 and January 2025. |
| (d) | With respect to Messrs. Solomon and Waldron’s 2018 Year-End PSUs, values were determined by multiplying 50% of the aggregate number of PSUs earned, representing the cash-settled portion of the award, by $323.26, the ten-day average closing price per share of Common Stock on the NYSE on April 18, 2022 – April 29, 2022, and multiplying 50% of the aggregate number of PSUs earned, representing the stock-settled portion of the award, by $305.49, the closing price per share of Common Stock on the NYSE on April 29, 2022. Messrs. Solomon and Waldron also received approximately $2,049,518 and $1,542,575, respectively, in respect of the accrued dividend equivalents underlying these earned PSUs. With respect to Ms. Ruemmler’s RSUs, values were determined by multiplying the aggregate number of RSUs by $343.38, the closing price per share of Common Stock on the NYSE on December |
The following table sets forth information regarding the value of the 2018Year-End RSUs granted to Mr. Rogers and Ms. Seymour in January 2019. No NEOs exercised any options in 2019, and no information is reportable with respect to Messrs. Solomon, Waldron or Scherr for 2019 in this table.
| NAME | STOCK AWARDS | |||||||
NUMBER OF SHARES ACQUIRED ON VESTING (#)(a) | VALUE REALIZED ON VESTING ($)(b) | |||||||
| John F.W. Rogers | 30,138 | 6,000,174 | ||||||
| Karen P. Seymour | 21,334 | 4,247,386 | ||||||
|
|
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 59 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2022 PENSION BENEFITS
2022 Pension Benefits |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2019 Pension Benefits
The following table sets forth pension benefit information as of December 31, 2019.2022. The Goldman Sachs Employees’ Pension Plan (GS Pension Plan) was frozen as of November 27, 2004, and none of our NEOs has accrued additional benefits thereunder since November 30, 20012002 (at the latest). Mr. Berlinski is a participant in The Goldman Sachs U.K. Retirement Plan (GS U.K. Retirement Plan), which was frozen as of March 31, 2016. Mr. Berlinski has not accrued benefits under the GS U.K. Retirement Plan since that time. Ms. SeymourRuemmler is not a participant in any plan reportable in this table.
| NAME | PLAN NAME | NUMBER OF YEARS (#)(a) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)(b) | PAYMENTS DURING ($) | ||||||||||||
| David M. Solomon | GS Pension Plan | 1 | 1,482 | — | ||||||||||||
| John E. Waldron | GS Pension Plan | 1 | 7,097 | — | ||||||||||||
| Stephen M. Scherr | GS Pension Plan | 8 | 67,666 | — | ||||||||||||
| John F.W. Rogers | GS Pension Plan | 1 | 6,315 | — | ||||||||||||
| Name | Plan Name | Number of Years Credited Services (#)(a) | Present Value of Accumulated Benefit ($)(b) | Payments During Last Fiscal Year ($) | ||||
| David Solomon | GS Pension Plan | 1 | 1,279 | — | ||||
| John Waldron | GS Pension Plan | 1 | 5,400 | — | ||||
| Denis Coleman | GS Pension Plan | 6 | 23,479 | — | ||||
| Philip Berlinski | GS U.K. Retirement Plan | 15 | 327,828 | — | ||||
| (a) | Our employees, including Messrs. Solomon, Waldron, |
| (b) | Represents the present value of the entire accumulated benefit and not the annual payment an NEO would receive once his benefits commence. Prior to being frozen, our GS Pension Plan provided an annual benefit equal to between 1% and 2% of the first $75,000 of the participant’s compensation for each year of credited service. The normal form of payment is a single life annuity for single participants and an actuarially equivalent 50% joint and survivor annuity for married participants. The present values shown in this column were determined using the following assumptions: payment of a single life annuity following retirement at either the normal retirement age (age 65) or immediately (if an NEO is over 65); a |
For a description of our 401(k) Plan and our U.K. Defined Contribution Arrangement, which isare ourtax-qualified defined contribution plan,plans in the U.S. and U.K., respectively, see —Compensation Discussion and Analysis—Other Compensation Policies and Practices.
2022 Non-Qualified Deferred Compensation |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2019Non-Qualified Deferred Compensation
The following table sets forth information for each NEO, as applicable, with respect to vested RSUs granted for servicesservice in prior years and for which the underlying shares of Common Stock had not yet been delivered as of the beginning of 2019during 2022 (Vested and Undelivered RSUs).
The Vested and Undelivered RSUs generally were awarded for services provided in 2021, 2020, 2019, 2018, 20162017 and 2015.2016. RSUs generally are not transferable. No NEO received RSUsinformation is reportable in this table for services in 2017.Messrs. Solomon and Waldron.
| ∎ | Amounts shown as “Registrant Contributions” represent |
| ∎ | Amounts shown as “Aggregate Earnings” reflect the change in market value of the shares of Common Stock underlying Vested and Undelivered RSUs, as well as dividend equivalents earned and paid on those shares, during |
| 60 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| ∎ | Amounts shown as “Aggregate Withdrawals/Distributions” reflect the value of shares of Common Stock underlying RSUs that were delivered, as well as dividend equivalents paid, during |
| NAME | PLAN OR AWARD | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($) | REGISTRANT FISCAL YEAR ($)(a) | AGGREGATE ($)(b) | AGGREGATE FISCAL YEAR ($) | AGGREGATE BALANCE AT LAST FISCAL YEAR-END ($)(c) | ||||||||||||||||
| David M. Solomon | Vested and Undelivered RSUs | — | — | 2,207,076 | 8,406,847 | 3,229,367 | ||||||||||||||||
| John E. Waldron | Vested and Undelivered RSUs | — | — | 1,843,995 | 6,674,542 | 2,881,483 | ||||||||||||||||
| Stephen M. Scherr | Vested and Undelivered RSUs | — | — | 1,701,217 | 6,111,170 | 2,682,823 | ||||||||||||||||
| John F.W. Rogers | Vested and Undelivered RSUs | — | 6,000,174 | 2,122,566 | 3,952,189 | 8,618,926 | ||||||||||||||||
| Karen P. Seymour | Vested and Undelivered RSUs | — | 4,247,386 | 746,477 | 88,536 | 4,905,327 | ||||||||||||||||
| Name | Vested and Undelivered RSUs | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(a) | Aggregate
| Aggregate
| Aggregate
| ||||||
| Denis Coleman | Vested and Undelivered RSUs | — | 401,491 | (2,555,129) | 6,965,737 | 15,531,764 | ||||||
| Philip Berlinski | Vested and Undelivered RSUs | — | — | (2,348,672) | 8,328,241 | 13,588,233 | ||||||
| Kathryn Ruemmler | Vested and Undelivered RSUs | — | 6,893,010 | (188,846) | 1,573,179 | 6,893,010 | ||||||
| (a) |
|
| (b) | Aggregate earnings include changes in the market value of the shares of Common Stock underlying Vested and Undelivered RSUs during |
| ||
| April 2020 RSUs | For Ms. | |
| 2020 Year-End RSUs | For Mr. Berlinski and Ms. Ruemmler: One-third delivered in January 2023 and the remaining one-third deliverable on or about the third anniversary of grant. For Mr. Coleman: one-fifth delivered in January 2023 and one-fifth deliverable on or about each of the | |
| For | ||
| For | |
| 2017 Year-End RSUs | For Mr. Berlinski and Mr. Coleman: Delivered in January | |
Delivery of shares of Common Stock underlying RSUs may be accelerated in certain limited circumstances |
| (c) | The Vested and Undelivered RSUs included in these amounts are 2020, 2019, 2018 |
Potential Payments upon Termination or Change in Control |
Our NEOs do not have employment, “golden parachute” or other agreements providing for |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
Potential Payments Upon Termination or Change in Control
Our NEOs do not have employment, “golden parachute” or other agreements providing for severance pay.
Our PCP, The Goldman Sachs Amended and Restated Stock Incentive Plan (2018)(2021) (SIP) and its predecessor plans and our retiree healthcare program may provide for potential payments to our NEOs in conjunctionconnection with a termination of employment. The amounts potentially payable to our NEOs under our pension plan and vested RSUs are set forth under the —2019 Pension Benefits and —2019Non-Qualified Deferred Compensation sections above. The terms of the outstanding PSUs are not affected by a future termination of employment or change in control (absent a termination for circumstances constituting “cause” — e.g., any material violation of any firm policy or other conduct detrimental to our firm).
Each of our NEOs participated in our PCP in 2019.2022. Under our PCP, if a participant’s employment at Goldman Sachs terminates for any reason before the end of a “contract period” (generally atwo-year period as defined in the PCP), our Compensation Committee has the discretion to determine what, if any, variable compensation will be provided to the participant for services provided in that year, subject to the formula set forth in the PCP. There is no severance provided under our PCP.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 61 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Set forth below is a calculation of the potential benefits to each of our NEOs assuming a termination of employment occurred on December 31, 2019,2022, in accordance with SEC rules. The table and other narrative disclosure that follows the table providesprovide important information and definitions regarding specific payment terms and conditions.
Equity Awards
| TERMINATION REASON | NAME | VALUE OF UNVESTED RSUS, RESTRICTED STOCK AND PSUS THAT VEST UPON TERMINATION ($) | PRESENT VALUE OF PREMIUMS FOR RETIREE HEALTHCARE PROGRAM(e) ($) | TOTAL ($) | ||||||||||
| Cause or Termination with Violation(a) | David M. Solomon | 0 | 0 | 0 | ||||||||||
John E. Waldron |
|
0 |
|
|
0 |
|
|
0 |
| |||||
Stephen M. Scherr |
|
0 |
|
|
0 |
|
|
0 |
| |||||
John F.W. Rogers |
|
0 |
|
|
0 |
|
|
0 |
| |||||
Karen P. Seymour |
|
0 |
|
|
0 |
|
|
0 |
| |||||
Termination without Violation(a), Death(b), Change in Control, Disability or Conflicted Employment(c)or Downsizing(d) | David M. Solomon | 0 | 170,773 | 170,773 | ||||||||||
John E. Waldron |
|
0 |
|
|
551,866 |
|
|
551,866 |
| |||||
Stephen M. Scherr |
|
0 |
|
|
421,778 |
|
|
421,778 |
| |||||
John F.W. Rogers |
|
0 |
|
|
387,346 |
|
|
387,346 |
| |||||
Karen P. Seymour |
|
0 |
|
|
0 |
|
|
0 |
| |||||
| Termination Reason | Name | Value of Unvested RSUs Termination ($) | Value of Unvested SVC Awards that Vest upon Termination ($) | Total ($) | ||||
| Cause or Termination with Violation(a) | All NEOs | 0 | 0 | 0 | ||||
| Termination without Violation(a) | David Solomon | 0 | 4,652,054 | 4,652,054 | ||||
| John Waldron | 0 | 3,101,454 | 3,101,454 | |||||
| Denis Coleman | 0 | 1,542,017 | 1,542,017 | |||||
| Philip Berlinski | 0 | 1,079,420 | 1,079,420 | |||||
| Kathryn Ruemmler | 0 | 1,079,420 | 1,079,420 | |||||
| Death or Disability(b) | David Solomon | 0 | 19,472,472 | 19,472,472 | ||||
| John Waldron | 0 | 12,982,003 | 12,982,003 | |||||
| Denis Coleman | 0 | 6,454,544 | 6,454,544 | |||||
| Philip Berlinski | 0 | 4,518,216 | 4,518,216 | |||||
| Kathryn Ruemmler | 20,086,291 | 4,518,216 | 24,604,507 | |||||
| Conflicted Employment(c) | David Solomon | 0 | 0 | 0 | ||||
| John Waldron | 0 | 0 | 0 | |||||
| Denis Coleman | 0 | 0 | 0 | |||||
| Philip Berlinski | 0 | 0 | 0 | |||||
| Kathryn Ruemmler | 0 | 0 | 0 | |||||
Termination in Connection with a Change in Control(d) | David Solomon | 0 | 19,472,472 | 19,472,472 | ||||
| John Waldron | 0 | 12,982,003 | 12,982,003 | |||||
| Denis Coleman | 0 | 6,454,544 | 6,454,544 | |||||
| Philip Berlinski | 0 | 4,518,216 | 4,518,216 | |||||
| Kathryn Ruemmler | 20,086,291 | 4,518,216 | 24,604,507 | |||||
The amounts potentially payable to our NEOs under our pension plan and vested RSUs, as applicable, are set forth under the —2022 Pension Benefits and —2022 Non-Qualified Deferred Compensation sections above. The delivery and performance conditions of the outstanding PSUs are not affected by a future termination of employment or change in control (absent a termination for circumstances constituting “Cause”—e.g., any material violation of any firm policy, other conduct detrimental to our firm or certain other circumstances).
| (a) | Amounts included for SVC Awards reflect level of achievement against absolute and relative thresholds, based on actual performance as of December 31, 2022, prorated for length of performance period that has lapsed. Except as discussed below, upon an NEO’s termination without Violation (as defined below), shares of Common Stock underlying any vested RSUs, as applicable, will continue to be delivered on schedule, and vested PSUs will continue to be eligible to be earned pursuant to their existing terms (and, in each case, transfer restrictions will continue to apply until the applicable transferability date to any Shares at Risk delivered thereunder) |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
Potential Payments Upon Termination or Change in Control
The occurrence of a Violation, including any event constituting Cause (as defined below) or the Solicitation (as defined |
| 62 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
RSU, |
For |
| (b) | Amounts included for SVC Awards reflect level of achievement against absolute and relative thresholds, based on actual performance as of December 31, 2022. In the event of an NEO’s death, any unvested RSUs, PSUs or SVC Awards will vest and, for RSUs, delivery of shares of Common Stock, |
|
In the case of |
| (c) | In the case of a termination in which an NEO resigns and accepts a position that is deemed Conflicted Employment (as defined below), the NEO will receive, at our sole discretion, |
| (d) | Amounts included for SVC Awards reflect level of achievement against absolute and relative thresholds, based on actual performance as of December 31, 2022. In the event of an NEO’s termination for Good Reason (as defined below) or without Cause within 18 months of a |
Retiree Healthcare
|
In the case of a termination for Cause, the present value of premiums for our retiree healthcare program would be $0 for each of our NEOs. In the case of a termination of employment for any other reason, the present value of such premiums is: Mr. Solomon – $294,185, Mr. Waldron – $397,556, Mr. Coleman – $452,453, Mr. Berlinski – $481,051 and Ms. Ruemmler – $0.
In 2022, PMDs with eight or more years of PMD service were eligible to receive medical and dental coverage under our retiree healthcare program for themselves and eligible dependents. The 2022 healthcare program provided a subsidy equal to 100% of the individual premium for current retirees with eight years of PMD service and active PMDs who retire with eight years of PMD service. Any elected coverage for spouses/partners or dependents is not subsidized by the firm. New PMDs promoted or hired on or after January 1, 2021, will not receive a firm subsidy toward retiree healthcare and will be required to pay 100% of the retiree medical premium. Each of our NEOs (other than Ms. Ruemmler) is eligible for subsidized coverage; Ms. Ruemmler is eligible to receive access to the retiree healthcare program at full cost with no firm subsidy. The values provided above reflect the present value of the cost to us of the 100% individual subsidy starting in 2023 and were determined using a December 31, 2022 retirement date and the following assumptions: a 5.27% discount rate; mortality estimates based on the PRI-2012 white collar fully generational mortality table, with adjustments to reflect continued improvements in mortality based on Scale MP-2021; estimates of future increases in healthcare subsidy costs of 6.00% pre-65, 6.50% post-65 and then grading down 0.25% per year until ultimate rate of 4.50% for medical and pharmacy and 4.00% for dental; and assumptions for subsequent eligibility for alternative coverage, which would eliminate subsidies under our program (60% firm subsidized and 40% not firm subsidized). If an NEO becomes associated with certain entities, including certain Covered Enterprises, the NEO will forfeit some or all of his or her benefits and/or coverage under our retiree healthcare program.
Other Terms
As PMDs and members of the Management Committee, our NEOs are generally subject to a policy of 90 days’six months’ notice of termination of employment. We may require that an NEO be inactive (i.e., on “garden leave”) during the notice period (or we may waive the requirement).
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 63 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
For purposes of describing our PSUs, RSUs Restricted Stock and PSUs,the SVC Awards, the above-referenced terms generally have the following meanings:
“Cause”Cause” means the NEO (a) is convicted in a criminal proceeding on certain misdemeanor charges, on a felony charge or an equivalent charge,charge; (b) engages in employment disqualification conduct under applicable law,law; (c) willfully fails to perform his or her duties to Goldman Sachs,Sachs; (d) violates any securities or commodities laws, rules or regulations or the rules and regulations of any relevant exchange or association of which we are a member,member; (e) violates any of our policies concerning hedging or pledging or confidential or proprietary information, or materially violates any other of our policies,policies; (f) impairs, impugns, denigrates, disparages or negatively reflects upon our name, reputation or business interestsinterests; or (g) engages in conduct detrimental to us.
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
Potential Payments Upon Termination or “Change in Control
“Change in Control”” means the consummation of a business combination involving Goldman Sachs, unless immediately following the business combination either:
| ∎ | At least 50% of the total voting power of the surviving entity or its parent entity, if applicable, is represented by securities of Goldman Sachs that were outstanding immediately prior to the transaction (or by shares into which the securities of Goldman Sachs are converted in the transaction); or |
| ∎ | At least 50% of the members of the board of directors of the surviving entity, or its parent entity, if applicable, following the transaction were, at the time of our Board’s approval of the execution of the initial agreement providing for the transaction, directors of Goldman Sachs on the date of grant of the award (including directors whose election or nomination was approved bytwo-thirds of the incumbent directors). |
“Conflicted Employment”Employment” occurs where (a) a participant (a) resigns solely to accept employment at any U.S. federal, state or local government, anynon-U.S. government, any supranational or international organization, any self-regulatory organization, or any agency or instrumentality of any such government or organization, or any other employer (other than an “Accounting Firm” within the meaning of SEC Rule 2-01(f)(2) of RegulationS-X) determined by our Compensation Committee and, as a result of such employment, the participant’s continued holding of our equity-based awards would result in an actual or perceived conflict of interest or (b) a participant terminates employment and then notifies us that he/she has accepted or intends to accept employment of the nature described in clause (a).
“Covered Enterprise” includes any existing or planned business enterprise that (a) offers, holds itself out as offering or reasonably may be expected to offer products or services that are the same as or similar to those offered by us or that we reasonably expect to offer or (b) engages in, holds itself out as engaging in or reasonably may be expected to engage in any other activity that is the same as or similar to any financial activity engaged in by us or in which we reasonably expect to engage.
Whether employment is terminated by reason of “Downsizing” is determined solely by us.
“Good Reason”Reason” means (a) as determined by our Compensation Committee, a materially adverse change in the NEO’s position or nature or status of the NEO’s responsibilities from those in effect immediately before the Change in Control or (b) Goldman Sachs requiring the NEO’s principal place of employment to be located more than 75 miles from the location where the NEO is principally employed at the time of the Change in Control (except for required travel consistent with the NEO’s business travel obligations in the ordinary course prior to the Change in Control).
“Solicitation” means any direct or indirect communication of any kind whatsoever (regardless of who initiated), inviting, advising, encouraging, suggesting or requesting any person or entity, in any manner, to take or refrain from taking any action.
“Violation”Violation” includes any of the following:
| ∎ | Participating in (or otherwise overseeing or being responsible for, depending on the circumstances, another individual’s participation) materially improper risk analysis or failing sufficiently to raise concerns about risks during the |
| ∎ | Soliciting our clients or prospective clients to transact business with a Covered Enterprise, or to refrain from doing business with us or interfering with any of our client |
| ∎ | Failing to perform obligations under any agreement with us; |
| ∎ | Bringing an action that results in a determination that the terms or conditions of |
| ∎ | Attempting to have a dispute under our equity compensation plan or the applicable award agreement resolved in a manner other than as provided for in our equity compensation plan or the applicable award agreement; |
| 64 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION COMMITTEE REPORT
| ∎ | Any event constituting Cause; |
| ∎ | Failing to certify compliance to us or otherwise failing to comply with the terms of our equity compensation plan or the applicable award agreement; |
| ∎ | Upon the termination of employment for any reason, receiving grants of cash, equity or other property (whether vested or unvested) from an entity to which the NEO provides services, to replace, substitute for or otherwise in respect of the NEO’s |
COMPENSATION MATTERS—COMPENSATION COMMITTEE REPORT
| ∎ | Soliciting any of our employees to resign from us or soliciting certain employees to apply for or accept employment (or other association) with any person or entity other than |
| ∎ |
|
| ∎ | If certain employees are solicited, hired or accepted into partnership, membership or similar status by |
| ∎ | Our firm failing to maintain our “minimum tier 1 capital ratio” (as defined in the Federal Reserve Board regulations) for 90 consecutive business days or the Federal Reserve Board or Federal Deposit Insurance Corporation (FDIC) making a written recommendation for the appointment of the FDIC as a receiver based on a determination that we are “in default” or “in danger of |
| ∎ | In addition, with respect to Mr. Coleman’s 2021 Year-End U.K. PSUs and 2021 U.K. RSUs (as applicable), “Violation” also includes any of the following, in each case as determined by our Compensation Committee: |
| » | Our firm or the relevant business unit (i.e., investment banking in respect of Mr. Coleman’s prior role) suffering from a material downturn in financial performance (for 2021 Year-End U.K. PSUs); |
| » | On or prior to January 1, 2029, our firm or the relevant business unit suffering from a material failure of risk management; |
| » | During the period beginning on the applicable transferability date and ending on December 31, 2028, engaging in misconduct sufficient to justify summary termination of employment under English law; or |
| » | Exercising supervisory authority over an individual who engages in misconduct sufficient to justify summary termination under English law (for 2021 Year-End U.K. PSUs). |
Compensation Committee Report
Our Compensation Committee reviewed the CD&A, as prepared by management of Goldman Sachs, and discussed the CD&A with management of Goldman Sachs. FW Cook and theThe CRO also reviewed the CD&A. Based on the Committee’s review and discussions, the Committee recommended to the Board that the CD&A be included in this Proxy Statement.
Compensation Committee
Mark Winkelman, Chair
Kimberley Harris (Incoming Chair, effective April 26, 2023)
Michele Burns Chair
Drew Faust
Kevin Johnson
Ellen Kullman
Lakshmi Mittal
Adebayo Ogunlesi(ex-officio)
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | | 65 |
COMPENSATION MATTERS—ITEM 2. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY)
2019 Say on Pay Vote2022 SAY ON PAY VOTE
Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay)
Proposal
| ||||
What is being voted on: An advisory vote to approve the compensation of all of our NEOs.
Board recommendation:Our Board unanimously recommends a vote FOR the resolution approving the executive compensation of our NEOs.
| ||||
Our Say on Pay vote gives our shareholders the opportunity to cast an advisory vote to approve the compensation of all of our NEOs. We currently include this advisory vote on an annual basis.
We encourage you to review the following sections of this Proxy Statement for further information on our key compensation practices and the effect of shareholder feedback on NEO compensation:
| ∎ | “Compensation Highlights” in our Executive Summary (see page |
| ∎ | “ |
| ∎ | “How |
| ∎ | “Overview of Annual Compensation Elements and Key Pay Practices“ in our CD&A (see page |
| ∎ | “ |
Please note that these sections should be read in conjunction with our entire CD&A (beginning on page 31), as well as the executive compensation tables and related disclosure that follow (beginning on page 47)
| ∎ | Please note that these sections should be read in conjunction with our entire CD&A (beginning on page 34), as well as the executive compensation tables and related disclosure that follow (beginning on page 55). |
As required by Section 14A of the Exchange Act, the below resolution gives shareholders the opportunity to cast an advisory vote on the compensation of our NEOs, as disclosed in this Proxy Statement, including the CD&A, the executive compensation tables and related disclosure.disclosures.
Accordingly, we are asking our shareholders to vote on the following resolution:
RESOLVED, that the holders of Common Stock approve the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, the executive compensation tables and related disclosures.
As this is an advisory vote, the result will not be binding, although our Compensation Committee will consider the outcome of the vote when evaluating the effectiveness of our compensation principles and practices and in connection with its compensation determinations.
For detailed information on the vote required for this matter and the choices available for casting your vote, please seeFrequently Asked Questions.Questions.
GOLDMAN SACHS | |
COMPENSATION MATTERS—ITEM 3. AN ADVISORY VOTE ON THE FREQUENCY OF SAY ON PAY RATIO DISCLOSUREVOTES
Item 3. An Advisory Vote on the Frequency of Say on Pay Ratio DisclosureVotes
Proposal Snapshot—Item 3. Frequency of Say on Pay Votes | ||||
What is being voted on: An advisory vote regarding the frequency of when we Board recommendation: Our Board unanimously recommends a vote for Say on Pay votes EVERY YEAR. | ||||
In addition to the Say on Pay vote described above, and in accordance with SEC rules, our shareholders have an opportunity to vote on an advisory basis on the frequency of Say on Pay votes going forward — in particular, whether Say on Pay votes should be every year, every two years or every three years.
After due consideration, our Board recommends that Say on Pay votes should continue to occur annually. Our shareholders have expressed the view that an annual Say on Pay vote is an important means of engagement on executive compensation matters, and our Board respects this viewpoint.
Accordingly, we are asking our shareholders to vote on the following resolution:
RESOLVED, that the holders of Common Stock indicate, by their vote on this resolution, whether the advisory vote on executive compensation should be every year, every two years or every three years.
As this is an advisory vote, the result will not be binding, although our Compensation Committee will consider the outcome of the vote and disclose its decision as to frequency by filing a Form 8-K no later than 150 days after our Annual Meeting.
For detailed information on the vote required for this matter and the choices available for casting your vote, please see Frequently Asked Questions.
Pay Ratio Disclosure
In accordance with SEC rules, we have calculated the ratio between the 2022 compensation of our CEO and the median of the 2022 compensation of all of our employees (other than the CEO) (Median Compensation Amount).
| ∎ | Using reasonable estimates and assumptions where necessary, and in accordance with SEC rules, we have determined that the Median Compensation Amount (calculated in accordance with SEC rules) for |
|
|
| ∎ | Mr. Solomon’s compensation for |
Our Compensation Principles, described in more detail in —Compensation Discussion and Analysis—How our Compensation Committee Makes Decisions, apply to all of our people, regardless of their compensation level, and reflect the importance of (1) paying for performance, (2) encouraging firmwide orientation and culture, (3) discouraging imprudent risk-taking and (4) attracting and retaining talent.
| 67 |
∎ ROE∎ ROTE∎ Efficiency Ratio |
Year | Summary Compensation Table Total for PEO (a) | “Compensation Actually Paid” to PEO ($) (a)(b) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (c) | Average “Compensation Actually Paid” to Non-PEO Named Executive Officers ($) (b)(c) | Value of Initial Fixed $100 Investment Based on: (d) | Net Income ($000s) (e) | ROE (%) | |||||||||
Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | |||||||||||||||
| 2022 | 31,609,420 | 26,749,650 (f) | 22,702,390 | 23,602,465 (g) | 160 | 118 | 11,261,000 | 10.2 | ||||||||
| 2021 | 39,545,072 | 96,228,443 (h) | 21,385,543 | 43,553,528 (i) | 173 | 132 | 21,635,000 | 23.0 | ||||||||
| 2020 | 23,940,657 | 29,092,114 (j) | 15,395,032 | 15,395,189 (k) | 117 | 98 | 9,459,000 | 11.1 | ||||||||
| (a) | As Chairman and CEO in each of 2022, 2021 and 2020, Mr. Solomon was our principal executive o fficer (PEO) u nder SEC rules. |
| (b) | The dollar amounts reported in the “Compensation Actually Paid to PEO” column and the “Average Compensation Non-PEO Named Executive Officers” column represent the amount of “compensation actually paid” to our PEO and the “average compensation actually paid” to ournon-PEO NEOs, respectively, as computed in S-K. While the SEC rules require us to disclose these amounts, they do not correlate to actual amounts that will or may be paid to our NEOs. The actual amounts that will or may be paid to each NEO will be determined following the completion of the applicable performance period based upon the actual achievement over such performance period. |
The SEC rules require fair values to be calculated. Fair values were calculated as follows: |
With respect to outstanding PSUs for which the performance period has not been completed, fair value was calculated by estimating probable performance based upon both actual performance for the firm and Peers to date under the terms of such award and target future performance. With respect to outstanding SVC Awards for which the performance period has not been completed, fair value was calculated to reflect estimated level of achievement against absolute and relative thresholds, based upon the probability of achieving the award’s goals. |
| 68 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
Fair Values as of December 31, 2022 . Fair value of the 2021 Year-End PSUs as of December 31, 2022 was determined by multiplying approximately 117% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022 and including an approximately 6% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2021 Year-End U.K. PSUs as of December 31, 2022 was determined by multiplying approximately 117% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022 and including an approximately 13% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these PSUs and the lack of dividend equivalent rights. Fair value of the 2020 Year-End PSUs as of December 31, 2022 was determined by multiplying approximately 133% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022 and including an approximately 8% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2019 Year-End PSUs as of December 31, 2022 was determined by multiplying 150% of the target number of PSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022 and including an approximately 8% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the SVC Awards as of December 31, 2022 is determined by multiplying the target number of SVC awards by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022, and applying an approximately 36% discount related to the probability of achieving the award’s goals, and an approximately 7% discount to reflect the impact of transfer restrictions on the shares underlying these awards. Fair value of the 2020 Year-End RSUs as of December 31, 2022 was determined by multiplying the aggregate number of RSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022 and including an approximately 12% liquidity discount to reflect the transfer restrictions on the Common Stock underlying 50% of these RSUs that vested on December 31, 2022 and an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying 50% of these RSUs that remained outstanding as of December 31, 2022. Fair value of Ms. Ruemmler’s April 2020 RSUs as of December 31, 2022 was determined by multiplying the aggregate number of RSUs by $343.38, the closing price per share of Common Stock on the NYSE on December 30, 2022. |
Fair Values as of December 31, 2021 . Fair value of the 2020 Year-End PSUs as of December 31, 2021 was determined by multiplying approximately 117% of the target number of PSUs by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021 and including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2019 Year-End PSUs as of December 31, 2021 was determined by multiplying 150% of the target number of PSUs by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021 and including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2018 Year-End PSUs as of December 31, 2021 was determined by multiplying 150% of the target number of PSUs by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021 and including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the SVC Awards as of December 31, 2021 is determined by multiplying the target number of SVC awards by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021, and applying an approximately 43% discount related to the probability of achieving the award’s goals, and an approximately 7% discount to reflect the impact of transfer restrictions on the shares underlying these awards. Fair value of the 2020 Year-End RSUs as of December 31, 2021 was determined by multiplying the aggregate number of RSUs by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021 and including an approximately 15% liquidity discount to reflect the transfer restrictions on the Common Stock underlying one-third of these RSUs that vested on December 31, 2021 and an approximately 12% liquidity discount to reflect the transfer restrictions on the Common Stock underlying two-thirds of these RSUs that remained outstanding as of December 31, 2021. Fair value of Ms. Ruemmler’s April 2020 RSUs as of December 31, 2021 was determined by multiplying the aggregate number of RSUs by $382.55, the closing price per share of Common Stock on the NYSE on December 31, 2021. |
Fair Values as of December 31, 2020 . Fair value of the 2019 Year-End PSUs as of December 31, 2020 was determined by multiplying approximately 95% of the target number of PSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 10% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2018 Year-End PSUs as of December 31, 2020 was determined by multiplying approximately 93% of the target number of PSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 10% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2017 Year-End PSUs as of December 31, 2020 was determined by multiplying 150% of the target number of PSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 10% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of Ms. Ruemmler’s April 2020 RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020. Fair value of the 2019 Year-End RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 11% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these RSUs. Fair value of the 2019 Year-End Additional Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 9% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2019 Year-End Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 12% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2018 Year-End Additional Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 8% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2018 Year-End Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 10% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2017 Year-End Additional Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 7% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2017 Year-End Base RSUs as of December 31, 2020 was determined by multiplying the aggregate number of |
| PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 69 |
| RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 8% liquidity discount to reflect both the transfer restrictions on the Common Stock underlying these RSUs and the lack of dividend equivalent rights. Fair value of the 2016 Year-End RSUs as of December 31, 2020 was determined by multiplying the aggregate number of RSUs by $263.71, the closing price per share of Common Stock on the NYSE on December 31, 2020 and including an approximately 4% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these RSUs. |
Fair Values as of December 31, 2019 . Fair value of the 2018 Year-End PSUs as of December 31, 2019 was determined by multiplying approximately 107% of the target number of PSUs by $229.93, the closing price per share of Common Stock on the NYSE on December 31, 2019 and including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. Fair value of the 2017 Year-End PSUs as of December 31, 2019 was determined by multiplying approximately 128% of the target number of PSUs by $229.93, the closing price per share of Common Stock on the NYSE on December 31, 2019 and including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of these PSUs. |
| (c) | In 2022, our non-PEO NEOs were Messrs. Waldron, Coleman and Berlinski and Ms. Ruemmler (the 2022 Other NEOs). In 2021, our non-PEO NEOs were Mr. Waldron, Stephen Scherr (our former CFO), Mr. Berlinski and Ms. Ruemmler (the 2021 Other NEOs). In 2020, our non-PEO NEOs were Messrs. Waldron and Scherr, John F.W. Rogers (Executive Vice President) and Karen Seymour (our former General Counsel) (the 2020 Other NEOs). |
| (d) | Reflects value of fixed $100 investment made on December 31, 2019. With respect to each of 2022, 2021 and 2020, Peer Group Total Shareholder Return reflects total shareholder return of S&P 500 Financials Index. |
| (e) | Information in this column reflects “Net Earnings” as reported in our 2022 Annual Report on Form 10-K as we do not use the term “Net Income.” |
| (f) | With respect to our PEO, using as a starting point $31,609,420, our PEO’s total compensation for 2022, as reported in our Summary Compensation |
| (g) | With respect to the 2022 Other NEOs, using as a starting point $22,702,390, the average total compensation for 2022 for our 2022 Other NEOs, as collectively reported in our Summary Compensation date; (G) two-thirds of Ms. Ruemmler’s April 2020 RSUs between December 31, 2021 and December 31, 2022; and (H) one-third of Ms. Ruemmler’s April 2020 RSUs between December 31, 2021 and December 31, 2022, the vesting date; and (iv) added $477,931, the average value of the dividends paid to: (A) Mr. Waldron in respect of his 2018 Year-End PSUs prior to the vesting of such PSUs; and (B) Ms. Ruemmler in respect of one-third of her 2020 Year-End RSUs and one-third of her April 2020 RSUs, in each case, prior to the vesting of such RSUs. |
| (h) | With respect to our PEO, using as a starting point $39,545,072, our PEO’s total compensation for 2021, as reported in our Summary Compensation in the fair value of his 2019 Year-End PSUs between December 31, 2020 and December 31, 2021; (v) added $24,203,324, the change in the fair value of his 2018 Year-End PSUs between December 31, 2020 and December 31, 2021; (vi) added $6,218,053, the change betwee n (A) t he fair value of his 2017 Year-End PSUs as of December 31, 2020 and (B) the fair value of his 2017 Year-End PSUs as of April 29, 2021, the settlement date, determined by multiplying 50% of the aggregate number of PSUs earned, representing the cash-settled portion of the award, by $339.96, the ten-day average closing price per share of Common Stock on the NYSE on April 15, 2021 – April 28, 2021, and multiplying 50% of the aggregate number of PSUs earned, representing the stock-settled portion of the award, by $348.11, the closing price per share of Common Stock on the NYSE on April 28, 2021 and, with respect to the stock-settled portion of the award, including an approximately 9% liquidity discount to reflect the transfer restrictions on the Common Stock underlying the stock-settled portion of such PSUs; (vii) added $1,085,626, the value of the dividends paid in respect of the 2017 Year-End PSUs prior to the vesting of such PSUs. |
| 70 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
| (i) | With respect to the 2021 Other NEOs, using as a starting point $21,385,543, the average total compensation for 2021 for our 2021 Other NEOs, as collectively reported in our Summary Compensation Table, we: (i) deducted $9,938,515, the average of the aggregate grant date fair values of (A) Messrs. Waldron and Scherr and Ms. Ruemmler’s 2020 Year-End PSUs; (B) Mr. Berlinski and Ms. Ruemmler’s 2020 Year-End RSUs; and (C) Mr. Waldron’s SVC Award granted in 2021; (ii) added $12,878,041, the average of the fair values of: (A) Messrs. Waldron and Scherr and Ms. Ruemmler’s 2020 Year-End PSUs as of December 31, 2021; (B) Mr. Berlinski’s 2020 Year-End RSUs as of December 16, 2021, the vesting date, determined by multiplying the aggregate number of RSUs by $397.37, the closing price per share of Common Stock on December 16, 2021 and including an approximately 13% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these RSUs; (C) two-thirds of Ms. Ruemmler’s 2020 Year-End RSUs as of December 31, 2021; (D) one-third of Ms. Ruemmler’s 2020 Year-End RSUs as of December 31, 2021, the vesting date; and (E) Mr. Waldron’s SVC Award as of December 31, 2021; (iii) added $19,158,876, the average of the change in the fair value of: (A) Messrs. Waldron and Scherr’s 2019 Year-End PSUs between December 31, 2020 and December 31, 2021; (B) Messrs. Waldron and Scherr’s 2018 Year-End PSUs between December 31, 2020 and December 31, 2021; (C) Mr. Berlinski’s 2019 Year-End Additional Base RSUs, 2019 Year-End Base RSUs, 2019 Year-End RSUs, 2018 Year-End Additional Base RSUs, 2018 Year-End Base RSUs, 2017 Year-End Additional Base RSUs, 2017 Year-End Base RSUs and 2016 Year-End RSUs between December 31, 2020 and December 16, 2021, in each case, the vesting date, calculating the fair value as of December 16, 2021 by multiplying the aggregate number of RSUs by $397.37, the closing price per share of Common Stock on December 16, 2021 and including liquidity discounts of approximately 8%, |
| (j) | With respect to our PEO, using as a starting point $23,940,657, our PEO’s total compensation for 2020, as reported in our Summary Compensation Table, we: (i) deducted $17,036,275, the grant date fair value of |
| (k) | With respect to the 2020 Other NEOs, using as a starting point $15,395,032, the average total compensation 249.72 , the closing price per share of Common Stock on the NYSE on January 16, 2020 and including an approximately 12% liquidity discount to reflect the |
GSTSR %(2020 - 2021
ROE(YoY%
NetIncome(YoY%)
Non-PEOAvg. CAP(YoY%)
PEOCAP(YoY%)
Peer GroupTSR %(2020 - 2022)
GSTSR %(2020 - 2022
ROE(YoY%)
NetIncome(YoY%)
Non-PEOAvg. CAP(YoY%)
PEOCAP(YoY%)
FYE 2021
FYE 2022n
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 71 |
COMPENSATION MATTERS—DIRECTOR COMPENSATION PROGRAM
Director Compensation Program
2022 Director Compensation Program |
COMPENSATIONMATTERS—NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
2019 Director Compensation Program
Non-Employee Director Compensation Program
Our Governance Committee reviewsIn 2021, our shareholders approved an amended and restated SIP, which fixed the form and amount of annual director compensation. Consistent with our Director Compensation Program annually, taking into account:
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Our 2019SIP, our 2022 Director Compensation Program consisted of:
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Annual Retainer |
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Total Annual Base Compensation | $450,000 | |||||
Committee Chair Fee (if applicable) |
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$25,000 | RSUs or | |||
| (a) | Compensation is prorated, as applicable, according to the number of months served. In connection with Board service, our directors do not receive any incremental fees for attending Board or Committee meetings |
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| (c) | RSU grants and cash payments were made quarterly (with RSU grants made on each of April 18, 2022, July 19, 2022, October 19, 2022 and January 18, 2023) to smooth out timing of grants and payments over the course of the year and in alignment with market practice. |
In December 2022, our Governance Committee reviewed the form and amount of the Director Compensation Program has always been designed to attract and retain highly qualified and diverse directors and align director interests with long-term shareholder interests (as further described in —Key Features of Director Compensation), atrecommended that the direction of our Lead Director we recently undertook a targeted review of bothBoard set the quantum and design of our2023 Director Compensation Program.Program in an amount unchanged from 2022 levels. In the context ofconnection with this review, the Governance Committee received advice from its independent consultant, reviewed benchmarking data, and considered both feedback from stakeholders as well as the resolution of outstanding director compensation litigation (see page 78 for more information on the litigation).took into account:
Following this review, our Governance Committee recommended, and our Board approved, changes to our Director Compensation Program beginning in 2020 thatresulted in a significant overall reduction in total director compensation. In addition, our Governance Committee and Board determined, in the context of the anticipated litigation settlement, to include the fixed amount of annual director compensation in our SIP, which will next be presented for shareholder approval at our 2021 Annual Meeting.
| ∎ | Advice from its independent consultant, including with respect to benchmarking on the form, structure and amount of peer director compensation; |
| ∎ | The amount and structure of the compensation program; |
| ∎ | Feedback from stakeholders; and |
| ∎ | Commitments made in connection with the August 2020 settlement of the director compensation litigation, including the commitment that annual director compensation not exceed the current levels fixed in the SIP. |
Key Features of Director Compensation | ||||||||
∎ Is designed to attract and retain highly qualified and diverse directors ∎ Appropriately values the significant time commitment required of our directors ∎ Effectively and meaningfully aligns interests of directors with long-term shareholder interests ∎ Recognizes the highly regulated and complex nature of our global business and the requisite skills and experience represented among our Board members ∎ Takes into account the focus on Board governance and oversight of financial firms ∎ Reflects the shared responsibility of all directors | Significant Time Commitment by Directors | |||||||
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∎ Receiving and reviewing postings on significant developments and weekly informational packages ∎ Communicating and meeting with each other, senior management and key employees around the globe ∎ Meeting with our regulators ∎ Participating in firm and industry conferences and other external engagements on behalf of the Board ∎ Engaging with investors (our Lead Director and Compensation Committee Chair) For additional information, see Corporate Governance —Structure of our Board and Governance Practices—Commitment of our Board. | ||||||||
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COMPENSATIONMATTERS—NON-EMPLOYEEDIRECTOR COMPENSATION PROGRAM
Key Features of Director Compensation
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Is designed to attract and retain highly qualified and diverse directors Appropriately values the significant time commitment required of our non-employee directors Effectively and meaningfully aligns directors with long-term shareholder interests Recognizes the highly regulated and complex nature of our global business and the requisite skills and experience represented among our Board members Takes into account the focus on Board governance and oversight at financial firms Reflects the shared responsibility of all directors Significant Time Commitment By Directors In addition to preparation for and attendance at Board and Committee meetings (58 total in 2019), our directors are engaged in a variety of other ways, including: Receiving postings on significant developments and weekly informational packages Communicating and meeting with each other, senior management and key employees around the globe Meeting with our regulators Participating in firm and industry conferences and other external engagements on behalf of the Board Engaging with stakeholders, including by our Lead Director For additional information, see Corporate Governance-Structure of our Board and Governance Practices-Commitment of our Board.
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Program features emphasize long-term alignment between director and shareholder interests. | ||||||
What We Do
The majority of director compensation is in the form of vested equity-based awards (RSUs). Directors may elect to receive 100% of their director compensation in the form of RSUs
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∎ Shares of Common Stock underlying the RSUsdo not deliver until after a director’s retirement
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What We Don’t Do
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Emphasis on Equity Compensation:
No fees for attending COMPENSATIONMATTERS—NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Director Summary Compensation TableMaximum of no more than 30% in cash, if elected by director
Minimum of at least 70% equity compensation
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In 2019,2022, our Governance Committee reappointed FWFrederic W. Cook & Co., Inc. (FW Cook), a compensation consultant, to conduct an independent review of ournon-employee Director Compensation Program. FW Cook assessed the structure of our Director Compensation Program and its value compared to competitive market practices. practices, taking into account the emphasis on equity compensation, the hold-through retirement requirement and other restrictions on the RSUs, as well as the August 2020 resolution of the director compensation litigation and the fixed amount of annual director compensation specified in the SIP, which was approved by our shareholders at the 2021 Annual Meeting.
FW Cook determined that the Director Compensation Program remained competitive with the market and continued to align the interests of ournon-employee directors with the long-term interests of our shareholders. As a result of its assessment and the ongoing nature of the director compensation litigation, FW Cook confirmed that it supported the continuation of our Director Compensation Program for 2019 without changes to either amount or design, as well as the proposed changes described in —Certain Updates for 2020 Director Compensation.
Our Governance Committee determined that FW Cook is independent and does not havehas no conflicts of interest in providing services to our Governance Committee.
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The following table sets forth the 2019 compensation for ournon-employee directors as determined by SEC rules, which require us to include equity awards grantedduring 2019 2022 and cash compensationearned for 2019. Generally, 2022. Historically, we granthave granted equity-based awards and pay any cash compensation to ournon-employee directors for a particular year shortly after that year’s end. While we continue this practice for the Annual Grant RSUs, beginning in 2021 we started granting RSUs in respect of the Annual Retainer and/or Committee Chair Fee quarterly in arrears (to more closely align with timing of cash payments, providing periodic grants and payments over the course of the year and in alignment with market practice). Accordingly, this table includes RSUs granted in January 2019 for services performed in 2018 and cash paid in January 2020 for services performed in 2019 for those directors who received cash payments.includes:
| FEES EARNED OR PAID IN CASH ($)(a) | STOCK AWARDS ($)(b) | ALL OTHER COMPENSATION ($)(c) | TOTAL ($) | |||||||||||||||||
Michele Burns | 100,000 | 500,115 | 19,823 | 619,938 | ||||||||||||||||
Drew Faust | 75,000 | 250,058 | 16,500 | 341,558 | ||||||||||||||||
Mark Flaherty | 75,000 | 500,115 | 20,000 | 595,115 | ||||||||||||||||
William George(d) | 0 | 600,257 | 7,500 | 607,757 | ||||||||||||||||
James Johnson(d) | 0 | 575,172 | 20,000 | 595,172 | ||||||||||||||||
Ellen Kullman | 0 | 575,172 | 20,000 | 595,172 | ||||||||||||||||
Lakshmi Mittal | 0 | 575,172 | — | 575,172 | ||||||||||||||||
Adebayo Ogunlesi | 0 | 600,257 | — | 600,257 | ||||||||||||||||
Peter Oppenheimer | 0 | 600,257 | 20,000 | 620,257 | ||||||||||||||||
Jan Tighe | 75,000 | 48,180 | 5,000 | 128,180 | ||||||||||||||||
David Viniar | 75,000 | 500,115 | 20,000 | 595,115 | ||||||||||||||||
Mark Winkelman | 0 | 591,895 | 45,000 | 636,895 | ||||||||||||||||
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Please refer toBeneficial Ownership for information pertaining to the outstanding equity awards (all of which are vested) held by eachnon-employee director as of March 2, 2020, including RSUs granted in January 2020 for services performed in 2019.
For more information on the work of our Board and its Committees, seeCorporate Governance.
AUDIT MATTERS—ITEM 3. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020
Assessment Of Independent Registered Public Accounting Firm
Item 3. Ratification of PwC as our Independent Registered Public Accounting Firm for 2020
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Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our financial statements. Our Audit Committee has appointed PwC as our independent registered public accounting firm for 2020. We are submitting the appointment of our independent registered public accounting firm for shareholder ratification at our Annual Meeting, as we do each year.
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The members of our Audit Committee believe that the continued retention of PwC as our independent registered public accounting firm is in the best interests of our firm and our shareholders. In making this determination, our Audit Committee considered a variety of factors, including:
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COMPENSATION MATTERS—DIRECTOR COMPENSATION PROGRAM
∎ Adequacy of information providedon accounting issues, auditingissues and regulatory developmentsaffecting financial institutions
∎ Timeliness and accuracy of allservices presented to AuditCommittee forpre-approvaland review
∎ Management feedback
∎ Lead partner performance
∎ Comprehensiveness ofevaluations of internalcontrol structure
In particular, our Audit Committee took into account:
Key Considerations of PwC
Audit Quality and Efficiency
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Candid and Timely FeedbackNo information is reportable with respect to Mr. Johnson in this table per SEC rules.
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AUDIT MATTERS—ITEM 3. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020
Fees Paid to Independent Registered Public Accounting Firm
Independence
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Audit Committee’s Controls
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We are asking shareholders to ratify the appointment of PwC as our independent registered public accounting firm as a matter of good corporate practice, although we are not legally required to do so. If our shareholders do not ratify the appointment, our Audit Committee will reconsider whether to retain PwC, but still may retain them. Even if the appointment is ratified, our Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of our firm and our shareholders.
A representative of PwC is expected to be available at our Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders.
The following table provides information about fees paid by us to PwC.
2019 ($ IN MILLIONS) | PERCENT OF 2019 SERVICES APPROVED BY AUDIT COMMITTEE | 2018 ($ IN MILLIONS) | PERCENT OF 2018 SERVICES APPROVED BY AUDIT COMMITTEE | |||||||||||||||||
Audit Fees | 69.7 | 100% | 63.1 | 100% | ||||||||||||||||
Audit-Related Fees(a) | 10.8 | 100% | 9.6 | 100% | ||||||||||||||||
Tax Fees(b) | 3.9 | 100% | 2.7 | 100% | ||||||||||||||||
All Other Fees | — | — | — | — | ||||||||||||||||
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PwC also provides audit and tax services to certain asset management funds managed by our subsidiaries. Fees paid to PwC by these funds for these services were $89.7 million in 2019 and $77.0 million in 2018.
For detailed information on the vote required for this matter and the choices available for casting your vote, please seeFrequently Asked Questions.
AUDIT MATTERS—REPORT OF OUR AUDIT COMMITTEE
Management is responsible for the preparation, presentation and integrity of Goldman Sachs’ financial statements, for its accounting and financial reporting principles and for the establishment and effectiveness of internal controls and procedures designed to ensure compliance with generally accepted accounting principles and applicable laws and regulations. The independent registered public accounting firm is responsible for performing an independent audit of Goldman Sachs’ financial statements and of its internal control over financial reporting in accordance with the standards of the PCAOB and expressing an opinion as to the conformity of Goldman Sachs’ financial statements with generally accepted accounting principles and the effectiveness of its internal control over financial reporting. The independent registered public accounting firm has free access to the Committee to discuss any matters they deem appropriate.
In performing its oversight role, the Committee has considered and discussed the audited financial statements with each of management and the independent registered public accounting firm. The Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by applicable requirements of the PCAOB and the SEC. The Committee has received the written disclosures and the letter from the independent registered public accounting firm in accordance with the applicable requirements of the PCAOB regarding the auditor’s communications with the Committee concerning independence and has discussed with the registered public accounting firm its independence. The Committee, or the Committee Chair if designated by the Committee, approves in advance all audit and anynon-audit services rendered by the independent registered public accounting firm to us and our consolidated subsidiaries. See —Item 3. Ratification of PwC as our Independent Registered Public Accounting Firm for 2020.
Based on the reports and discussions described in this Report, the Committee recommended to the Board that the audited financial statements of Goldman Sachs for 2019 be included in the 2019 Annual Report on Form10-K.
Audit Committee
Peter Oppenheimer, Chair
Mark Flaherty
Adebayo Ogunlesi(ex-officio)
Jan Tighe
| 2022 Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)
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Michele Burns | 118,750 | 349,751 | — | 349,751 | 19,935 | 488,436 | ||||||
Drew Faust | 100,000 | 349,751 | — | 349,751 | 20,000 | 469,751 | ||||||
Mark Flaherty | 100,000 | 349,751 | — | 349,751 | 20,000 | 469,751 | ||||||
Kimberley Harris | 100,000 | 233,052 | — | 233,052 | 20,000 | 353,052 | ||||||
Ellen Kullman | — | 380,315 | 94,313 | 474,628 | 20,000 | 494,628 | ||||||
Lakshmi Mittal | — | 374,064 | 75,449 | 449,513 | — | 449,513 | ||||||
Adebayo Ogunlesi | — | 380,315 | 94,313 | 474,628 | — | 474,628 | ||||||
Peter Oppenheimer | — | 380,315 | 94,313 | 474,628 | 40,833 | 515,461 | ||||||
Jan Tighe | — | 349,751 | 75,449 | 425,200 | 15,000 | 440,200 | ||||||
Jessica Uhl | — | 174,702 | 75,449 | 250,151 | 20,000 | 270,151 | ||||||
David Viniar | 106,250 | 349,751 | — | 349,751 | 20,000 | 476,001 | ||||||
Mark Winkelman | — | 380,315 | 94,313 | 474,628 | 51,250 | 525,878 | ||||||
| (a) | Includes 2022 Annual Retainer and, as applicable, 2022 Committee Chair Fee. For 2022, Ms. Burns and Mr. Viniar elected to receive their Annual Retainers and prorated Committee Chair Fees in cash, and Dr. Faust, Mr. Flaherty and Ms. Harris elected to receive their Annual Retainers in cash. |
| (b) | Includes 2021 Annual Grant and, as applicable, fourth quarter, in arrears, 2021 Annual Retainer and/or Committee Chair Fee. These values reflect the grant date fair value of RSUs granted on January 19, 2022 for service in 2021 based on the closing price per share of Common Stock on the NYSE on the date of grant ($347.32). These RSUs were vested upon grant and provide for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from our Board. |
| (c) | Includes 2022 Annual Retainer and, as applicable, 2022 Committee Chair Fee. These values reflect the grant date fair value of RSUs granted for the first through third quarters during 2022, in arrears, for service in 2022. The grant date fair value of these RSUs was based on the closing price per share of Common Stock on the NYSE on each applicable grant date: April 18, 2022 ($329.88), July 19, 2022 ($318.05) and October 19, 2022 ($311.76). These RSUs were vested upon grant and provide for delivery of the underlying shares of Common Stock on the first eligible trading day that is at least 90 days following the director’s retirement from our Board. RSUs in respect of the fourth quarter grant of the 2022 Annual Retainer and 2022 Annual Committee Chair Fee, as well as the 2022 Annual Grant, were granted on January 18, 2023 and are not required to be disclosed in this table and will be reflected in the 2023 Director Summary Compensation table in our Proxy Statement for our 2024 Annual Meeting of Shareholders, per SEC rules. |
| (d) | These values reflect the amounts that were donated to charities by our firm to match personal donations made by non-employee directors in connection with requests by these directors made prior to February 27, 2023 under the Goldman Sachs employee matching gift program for 2022. We allow our directors to participate in our employee matching gift program on the same terms as our non-PMD employees, matching gifts of up to $20,000 per participating individual. For Mr. Winkelman, the amount also represents a cash fee of $31,250 for his service as a member of the board of directors of our subsidiary, Goldman Sachs International, during 2022 and for Mr. Oppenheimer, the amount also represents a prorated cash fee of $20,833 for his service as a member of the board of directors of our subsidiary, Goldman Sachs Bank USA, beginning in August 2022. |
Please refer to Beneficial Ownership for information pertaining to the outstanding equity awards (all of which are vested) held by each director as of February 27, 2023, including RSUs granted in January 2023 (for the 2022 Annual Grant and the final quarterly grant for the 2022 Retainer and, as applicable, Committee Chair Fee) for services performed in 2022.
For more information on the work of our Board and its Committees, see Corporate Governance.
| 74 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
AUDIT MATTERS—ITEM 4. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023
ASSESSMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Audit Matters
Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2023
Firm for 2023
ITEMS 4–5. SHAREHOLDER PROPOSALS
Items 4–5. Shareholder ProposalsWhat is being voted on: Ratification of the appointment of PwC as our independent registered public accounting firm for 2023.
Board recommendation: Our Board unanimously recommends a vote FOR ratification of the appointment of PwC as our independent registered public accounting firm for 2023.
Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our financial statements. Our Audit Committee has appointed PwC as our independent registered public accounting firm for 2023. We are submitting the appointment of our independent registered public accounting firm for shareholder ratification at our Annual Meeting, as we do each year.
Assessment of Independent Registered Public Accounting Firm |
The members of our Audit Committee believe that the continued retention of PwC as our independent registered public accounting firm is in the best interests of our firm and our shareholders. In making this determination, our Audit
Committee considered a variety of factors, including:
∎ Independence ∎ Candor and insight provided to Audit Committee ∎ Proactivity ∎ Ability to meet deadlines and respond quickly ∎ Feasibility/benefits of audit firm/ lead partner rotation | ∎ Content, timeliness and practicality of PwC communications with management ∎ Adequacy of information provided on accounting issues, auditing issues and regulatory developments affecting financial institutions | ∎ Timeliness and accuracy of all services presented to Audit Committee for pre-approval and review ∎ Management feedback ∎ Lead partner performance ∎ Comprehensiveness of evaluations of internal control structure | ||
Key Considerations of PwC
Audit Quality and Efficiency
| ∎ | PwC’s knowledge of the firm’s business allows it to design and enhance its audit plan by focusing on core and emerging risks, investing in technology to increase efficiency and capturing cost efficiencies through iteration. |
| ∎ | PwC has a global footprint and the expertise and capability necessary to handle the breadth and complexity of the audit of the firm’s global business, accounting practices and internal control over financial reporting. |
Candid and Timely Feedback
| ∎ | PwC generally attends each meeting of our Audit and Risk Committees and meets regularly in closed sessions with our Audit Committee so that it can provide candid feedback to the Committees regarding management’s control frameworks to address existing and new risks. |
| ∎ | PwC’s experience with the firm’s control infrastructure and accounting practices allow it to analyze the impact of business or regulatory changes in a timely manner and provide our Audit Committee with an effective, independent evaluation of management’s strategies, implementation plans and/or remediation efforts. |
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 75 |
AUDIT MATTERS—ITEM 4. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Independence
| ∎ | PwC is an independent public accounting firm and is subject to oversight and inspection by the United States Public Company Accounting Oversight Board (PCAOB) (the results of which are communicated to our Audit Committee), peer reviews and SEC regulations. |
| ∎ | Both the firm and PwC have controls to ensure the continued independence of PwC, including policies and procedures to maintain independence and firm policies limiting the hiring of audit team members. |
| ∎ | Mandatory lead audit partner rotation ensures a regular influx of fresh perspective balanced by the benefits of having a tenured auditor with institutional knowledge. |
Audit Committee’s Controls
| ∎ | Frequent closed sessions with PwC as well as a comprehensive annual evaluation. |
| ∎ | Direct involvement by our Audit Committee and our Audit Committee Chair in the periodic selection of PwC’s new lead audit partner. |
| ∎ | Responsibility for the audit fee negotiations associated with the retention of PwC, including considering the appropriateness of fees relative to both efficiency and audit quality. |
| ∎ | Advance approval (by Audit Committee or Audit Committee Chair) of all services rendered by PwC to us and our consolidated subsidiaries. These services include audit, audit-related services (including, as may be applicable, attestation reports, employee benefit plan audits, accounting and technical assistance, risk and control services and due diligence-related services) and tax services, subject to quarterly fee limits applicable to each project and to each category of services. |
| ∎ | Review of information regarding PwC’s periodic internal quality reviews of its audit work, external data on audit quality and performance such as feedback provided by the PCAOB and PwC’s conformance with its independence policies and procedures. |
We are asking shareholders to ratify the appointment of PwC as our independent registered public accounting firm as a matter of good corporate practice, although we are not legally required to do so. If our shareholders do not ratify the appointment, our Audit Committee will reconsider whether to retain PwC, but still may retain them. Even if the appointment is ratified, our Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of our firm and our shareholders.
A representative of PwC is expected to be present at our Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from shareholders.
| Fees Paid to Independent Registered Public Accounting Firm |
The following table provides information about fees paid by us to PwC.
|
| 2022 ($ in millions) | Percent of 2022 Services Approved by Audit Committee | 2021 ($ in millions) | Percent of 2021 Services Approved by Audit Committee | ||||
Audit Fees | 78.1 | 100% | 73.8 | 100% | ||||
Audit-Related Fees(a) | 15.0 | 100% | 13.4 | 100% | ||||
Tax Fees(b) | 2.1 | 100% | 1.0 | 100% | ||||
All Other Fees | — | — | — | — | ||||
| (a) | Audit-related fees include attest services not required by statute or regulation and employee benefit plan audits. |
| (b) | The nature of the tax services is as follows: tax return preparation and compliance, tax advice relating to transactions, consultation on tax matters and other tax planning and advice. Of the $2.1 million for 2022, approximately $0.2 million was for tax return preparation and compliance services. |
PwC also provides audit and tax services to certain asset management funds managed by our subsidiaries. Fees paid to PwC by these funds for these services were $71.2 million in 2022 and $51.6 million in 2021.
For detailed information on the vote required for this matter and the choices available for casting your vote, please see Frequently Asked Questions.
| 76 |
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AUDIT MATTERS—REPORT OF OUR AUDIT COMMITTEE
Report of our Audit Committee
Management is responsible for the preparation, presentation and integrity of Goldman Sachs’ financial statements, for its accounting and financial reporting principles and for the establishment and effectiveness of internal controls and procedures designed to ensure compliance with generally accepted accounting principles and applicable laws and regulations. The independent registered public accounting firm is responsible for performing an independent audit of Goldman Sachs’ financial statements and of its internal control over financial reporting in accordance with the standards of the PCAOB and expressing an opinion as to the conformity of Goldman Sachs’ financial statements with generally accepted accounting principles, including critical audit matters, if any, addressed during the audit, and the effectiveness of its internal control over financial reporting. The independent registered public accounting firm has free access to the Committee to discuss any matter it deems appropriate.
In performing its oversight role, the Committee has considered and discussed the audited financial statements with each of management and the independent registered public accounting firm. The Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by applicable requirements of the PCAOB and the SEC. The Committee has received the written disclosures and the letter from the independent registered public accounting firm in accordance with the applicable requirements of the PCAOB regarding the auditor’s communications with the Committee concerning independence and has discussed with the registered public accounting firm its independence. The Committee, or the Committee Chair if designated by the Committee, approves in advance all audit and any non-audit services rendered by the independent registered public accounting firm to us and our consolidated subsidiaries. See —Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2023.
Based on the reports and discussions described in this Report, the Committee recommended to the Board that the audited financial statements of Goldman Sachs for 2022 be included in the 2022 Annual Report on Form 10-K.
Audit Committee
Peter Oppenheimer, Chair
Mark Flaherty
Adebayo Ogunlesi (ex-officio)
Jan Tighe
Jessica Uhl
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 77 |
ITEMS 5-12. SHAREHOLDER PROPOSALS
Items 5-12. Shareholder Proposals
How We Engage with Shareholder Proponents
Robust shareholder engagement
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For detailed information on the vote required with respect to these shareholder proposals and the choices available for casting your vote, please see Frequently Asked Questions. Item 5. Shareholder Proposal Regarding a Report on Lobbying John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
Proposal 5—Improve Transparency in regard to Lobbying FOR FOR Shareholder Rights
ITEMS 5-12. SHAREHOLDER PROPOSALS Whereas, full disclosure of Goldman Sachs Group’s lobbying activities and expenditures to assess whether Goldman’s lobbying is consistent with its expressed goals and shareholders’ interests. Resolved, the shareholders of Goldman request the preparation of a report, updated annually, disclosing:
For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers “to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which Goldman is a member. Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. The report shall be presented to the Public Responsibilities Committee and posted on Goldman’s website. Supporting Statement Goldman spent $41 million from 2010 — 2021 on federal lobbying. This does not include state lobbying, where Goldman also lobbies. Goldman also lobbies abroad, spending between €800,000 — 899,999 on lobbying in Europe for 2021 and previously drawing scrutiny. for “allegedly trying to lobby members of the European Commission.”1 Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity. These groups may be spending “at least double what’s publicly reported.”2 Goldman fails to disclose its memberships in or payments to trade associations and social welfare organizations, or the amounts used for lobbying, to shareholders. Goldman belongs to the American Bankers Association (ABA), Business Roundtable, Financial Service Forum (FSF), Managed Funds Association and Securities Industry and Financial Markets Association, which together spent $55 million on lobbying for 2021. Goldman’s lack of disclosure presents reputational risks when its lobbying contradicts company public positions. For example, Goldman publicly supports addressing climate change, yet the Business Roundtable opposed the Inflation Reduction Act and its historic investments in climate action3 and FSF lobbied the Securities and Exchange Commission to weaken proposed climate disclosure rules.4 And while Goldman does not belong to or support the American Legislative Exchange Council, which is attacking “woke capitalism,”5 one of its trade associations does, as ABA supported its 2022 annual meeting.6 According to the 2022 Harris Corporate Reputation Survey, Goldman ranked 80” of the 100 most visible US companies.7 Reputational damage stemming from these misalignments could harm shareholder value, and I urge Goldman to expand its lobbying disclosure.
ITEMS 5-12. SHAREHOLDER PROPOSALS
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
Our Statement on Policy Engagement and Political Participation (our Policy Statement, available on our website
through www.gs.com/corpgov) and our existing public disclosures already address the most material requests in the
proposal. Preparing the report requested by the proposal would impose an additional administrative burden on our
firm without providing material new information to our shareholders. Furthermore, additional disclosure may also raise potential competitive and business-related concerns.
As a result, and taking into account how infrequently our lobbying activities and expenditures have been raised by our
shareholders during our ongoing engagement, we believe that the adoption of the proposal is unnecessary and not
in the best interests of our firm or our shareholders.
| ∎ | We already provide significant and meaningful disclosure about our policy engagement efforts, which addresses the most material items requested in the proposal, as described below. |
| ∎ | We have transparent policies and procedures governing our policy engagement and political participation. |
| » | A key source of information for our shareholders is our Policy Statement, which is publicly available on our website. |
| » | Our Policy Statement already contains information about: |
| – | Our principal public policy priorities, which are developed by our Office of Government Affairs (OGA) in coordination with our Legal and Compliance functions with senior management oversight. These priorities are reviewed regularly to help ensure that our priorities continue to align with our goals; |
| – | The fact that we do not make any political contributions in the United States from corporate funds, including contributions to so-called Section 527 entities or independent expenditure political action committees (Super PACs); |
| – | The fact that, as required by law, all political contributions accepted or made by our federal political action committee, which is voluntarily funded by employees and makes contributions on a bipartisan basis, are reported to the Federal Election Commission (and are publicly available at: https://www.fec.gov/data/ committee/C00350744/?tab=summary). We do not contribute corporate funds to our political action committee; and |
| – | Examples of the types of trade associations and other industry groups in which we participate (such as Securities Industry and Financial Markets Association, Council of Institutional Investors and American Bankers Association), as well as information on the |
| • | Specifically, we instruct trade and industry groups to not use our funds for any election-related activity at the federal, state or local level. This includes contributions and expenditures (including independent expenditures) in support of or in opposition to any candidate for any office, ballot initiative campaign, political party, committee or political action committee. |
| ∎ | We already disclose payments used for lobbying and recently enhanced our transparency in this regard. |
| » | We provide a link to our quarterly disclosure of all U.S. federal lobbying costs (paid directly and through trade associations) and the |
| » | As part of our advocacy program, we may inform our employees, shareholders or vendors/suppliers of legislation or regulations that may impact their interests. We have not structured or facilitated any active “grassroots lobbying” to date. However, if we were to do so in the future, we have committed to publicly disclosing related expenditures. |
| » | While our policy advocacy efforts are focused primarily at the national level, we also make such disclosures at the state or local level to the extent required to do so under applicable lobbying laws. |
| 80 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
ITEMS 5-12. SHAREHOLDER PROPOSALS
| » | For context on the extent of our lobbying efforts, for |
| ∎ |
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| ∎ | We already have robust oversight mechanisms including: |
| » | Our Board, including through our Public Responsibilities Committee, is informed of, and provides guidance (as needed) on, our various advocacy efforts; |
| » | Our Policy Statement is reviewed by our Public Responsibilities Committee; |
| » | A comprehensive report on our trade association memberships, including membership fees and dues paid in excess of $30,000, is reviewed annually by our Public Responsibilities Committee. This report also includes information about our lobbying expenditures; |
| » | Our Executive Vice President and staff in our OGA, Legal and Compliance functions review and approve trade association memberships to ensure that they are consistent with our public policy objectives; and |
| » | OGA coordinates on an ongoing basis with our business unit leadership and our Legal and Compliance functions to identify priorities, and it vets our public policy priorities and related advocacy efforts with senior management. |
Item 6. Shareholder Proposal Regarding a Policy for an Independent Chair
National Legal and Policy Center, 107 Park Washington Court, Falls Church, Virginia 22046, beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
Proponent’s Statement |
Request for Board of Directors to Adopt Policy for an Independent Chair
RESOLVED:
Shareholders request the Board of Directors adopt as policy, and amend the governing documents as necessary, to require hereafter that that two separate people hold the office of the Chairman and the office of the CEO as follows:
Selection of the Chairman of the Board: The Board requires the separation of the offices of the Chairman of the Board and the Chief Executive Officer.
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board may select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board seeks an Independent Chairman of the Board.
The Chairman shall not be a former CEO of the company.
Selection of the Chairman of the Board shall be consistent with applicable law and existing contracts.
SUPPORTING STATEMENT:
The Chief Executive Officer of The Goldman Sachs Group, Inc. is also Board Chairman. We believe these roles — each with separate, different responsibilities that are critical to the health of a successful corporation — are greatly diminished when held by a singular company official, thus weakening its governance structure.
Expert perspectives substantiate our position:
| ∎ | According to the Council of Institutional Investors ( https://bit.ly/3pKrtJK ), “A CEO who also serves as chair can exert excessive influence on the board and its agenda, weakening the board’s oversight of management. Separating the chair and CEO positions reduces this conflict, and an independent chair provides the clearest separation of power between the CEO and the rest of the board.” |
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 81 |
ITEMS 5-12. SHAREHOLDER PROPOSALS
| ∎ | A 2014 report from Deloitte ( https://bit.ly/3vQGqgel ) concluded, “The chairman should lead the board and there should be a clear division of responsibilities between the chairman and the chief executive officer (CEO).” |
| ∎ | A pair of business law professors wrote for Harvard Business Review (https://bit.ly/3xvclOA ) in March 2020 that “letting the CEO chair the board can compromise board discussion quality, weakening the corporation’s risk management ability... Splitting the CEO and board chair jobs between two people can help strengthen the quality of questions the corporation asks itself. When those questions remain weak, the organization is less likely to develop strategies that mitigate risk.” |
| ∎ | Proxy adviser Glass Lewis advised ( https://bit.ly/3xwuJwa ) in 2021, “the presence of an independent chair fosters the creation of a thoughtful and dynamic board not dominated by the views of senior management. Further, we believe that the separation of these two key roles eliminates the conflict of interest that inevitably occurs when a CEO is responsible for self-oversight.” |
Directors’ Recommendation |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
Our directors take very seriously their fiduciary obligation to act in the best interests of our firm and our shareholders. In exercising their fiduciary duties, our independent directors believe it is important to retain the flexibility to determine the leadership structure that will best serve our Board’s and our shareholders’ interests at any given time.
We are committed to independent leadership on our Board. In fact, our policies require that if at any time our Chair is not independent, we must have an independent Lead Director.
Furthermore, as we have repeatedly disclosed, our Board will not hesitate to appoint an independent Chair if at any time our Governance Committee concludes it would be appropriate to do so. Accordingly, and taking into account that a similar proposal at our 2022 Annual Meeting was supported by only approximately 16% of the votes cast at that meeting, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders.
| ∎ | Pursuant to our Corporate Governance Guidelines, our independent Governance Committee assesses and deliberates the merits of our leadership structure to help ensure that the most efficient and appropriate structure is in place; it has done so annually since 2011. |
| » | This annual review process provides our Board with the necessary flexibility to make the appropriate determination about how our Board’s leadership should be structured most effectively for our firm’s needs, which may evolve over time. This annual review process also exists within the broader context of our Board’s ongoing, year-round review of its composition and effectiveness. |
| » | As a result of its most recent review, in December 2022 our Governance Committee determined that continuing to combine the roles of Chair and CEO, together with maintaining a strong independent Lead Director, is the most effective leadership structure for our firm at this time. |
| ∎ | This robust process includes a review of: |
| » | Chair-CEO and Lead Director responsibilities (described below); |
| » | Our policies and practices, which ensure strong, independent Board oversight, as well as feedback received in connection with our Board, Committee and individual director evaluation process; |
| » | Shareholder |
| – | For example, in connection with our year-round shareholder engagement, we have generally received positive feedback regarding our Board leadership structure, with certain shareholders viewing Goldman Sachs as a leader among companies with a combined Chair-CEO, given the strength of our Lead Director role and our Board’s annual leadership structure review; and |
| » | Performance and global trends regarding board leadership structure. |
| – | For example, there is no clear, empirical evidence that a combined Chair-CEO negatively affects company performance or impairs the efficacy of independent directors. Independent chairs also remain a minority practice among S&P 500 companies. |
| 82 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
ITEMS 5-12. SHAREHOLDER PROPOSALS
| ∎ | Our Board leadership structure is enhanced by
|
| » | Setting and approving the agenda for Board meetings and leading executive sessions; |
| » | Focusing on Board effectiveness, composition and evaluations (including of our CEO and our Board, committees and individual directors); |
| » | Serving as liaison between independent directors, on the one hand, and our Chair-CEO and management on the other; and |
| » | Serving as primary Board contact for corporate governance engagement with shareholders and other stakeholders as well as for engagement with regulators. |
| – | For example, during 2022, our Lead Director had over 65 additional meetings, calls and engagements with the firm and its people, our shareholders, regulators and other stakeholders, including meetings with shareholders representing over 20% of Common Stock |
| ∎ | A combined Chair-CEO structure provides our firm with a senior leader who serves as a primary liaison between our Board and management and as a primary public face of our firm. |
| ∎ | Furthermore, combining the |
| ∎ | Independent Board oversight is further enhanced by our independent committee chairs, the independence of our Board as a
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| – | For example, we have majority voting for
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For more information, see Corporate Governance, including the section Structure of our Board and Governance Practices—Board Leadership Structure.
Item 7. Shareholder Proposal Regarding Chinese Congruency of Certain ETFs
The National Center for Public Policy Research, 2005 Massachusetts Ave. NW, Suite 700, Washington, D.C. 20036, beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
Proponent’s Statement |
Chinese Congruency Proposal
Resolved: Shareholders request that the Board of Directors commission and publish a third-party review within the next year (at reasonable cost, omitting proprietary information) of whether the Company’s China-focused ETFs align with its commitments, including its Statement on Human Rights and its Statement on Modern Slavery and Human Trafficking. The Board of Directors should report on how it addresses the risks presented by any misaligned funds and the Company’s plans, if any, to mitigate these risks, such as detailing its plans to shift these investments to less problematic companies or regimes.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS
ITEMS 4–5. SHAREHOLDER PROPOSALS
ITEMS 5-12. SHAREHOLDER PROPOSALS
Supporting Statement: The Company’s 2021 Sustainability Report touts its socially responsible goals and achievements.1 In doing so, it advertises Company’s policies and practices that it says prioritize its commitment to human rights and preventing modern slavery and human trafficking.2
But nothing about supporting business in China, which is controlled by the dictatorial and inhumane Chinese Communist Party (CCP), does anything to further these ideals.
The Chinese government has an abhorrent human rights record, as witnessed by its abuses against the Uyghurs and other ethnic minorities in Xinjiang, including forced labor programs, forced sterilizations, and torture.3 Chinese authorities perpetrate genocide and use emerging technologies to carry out discriminatory surveillance and ethno-racial profiling measures designed to subjugate and exploit minority populations.4
This poor human rights record makes China’s increasingly aggressive stance toward Taiwan even more alarming, as it makes claims of sovereignty over the island. It has recently sent warplanes towards the territory’s air defense zone, and has called for Taiwan’s “reunification” with China, stoking fears and geopolitical instability.5
The Company nonetheless conducts a significant amount of business in China, investing in companies through the Goldman Sachs ActiveBeta Emerging Markets Equity ETF (GEM). GEM, which has hundreds of millions of assets under management, effectively funds the CCP’s oppressive military companies. These include companies such as the China National Nuclear Corporation (CNNC),6 which oversees the CCP’s nuclear weapons program, and Dongfeng Motor Group,7 which builds tactical vehicles for the People’s Liberation Army. The CNNC was even designated by the Pentagon at one point as a Communist Chinese military company, in accordance with its obligations under the National Defense Authorization Act to highlight the CCP’s military-civil fusion strategy.8
Goldman Sachs invests in these CCP driven companies despite the Chinese regime committing genocide against ethnic minorities and threatening military action against the government of Taiwan – actions that run counter to everything that the Company’s sustainability and other reports says the company stands for. As such, it is critical that the Board commission and publish a third-party review that includes experts who are fully aware of the dangers that China poses to ensure that Goldman Sachs’ actions as a company live up to its words.
| (1) | https://www.goldmansachs.com/a/2021-sustainability-report.pdf |
| (2) |
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| (3) |
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| (4) |
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| (5) | https://www.foxnews.com/politics/chinese-aggression-taiwan-testing-us-resolve-afghanistan-withdrawal-experts; https://www.npr. org/2021/10/09/1044714406/xi-jinping-china-taiwan-peaceful-reunification; https://abcnews.go.com/International/wireStory/taiwans-tsa i-backing-chinese-aggression-92041196 |
| (6) | https://en.cnnc.com.cn/ |
| (7) | https://www.scmp.com/news/china/military/article/3143815/chinas-new-road-assault-vehicles-go-massproduction; http://www.chinadaily. com.cn/cndy/2015-09/25/content_21976945.htm |
| (8) | https://www.defense.gov/News/Releases/Release/Article/2434513/dod-releases-list-of-additional-companies-inaccordance-with-section-1237-of-fy/;https://media.defense.gov/2020/Aug/28/2002486659/-1/1/1/LINK_2_1237_TRANCHE_1_QUALIFIYING_ENTITIES.PDF;https://2017-2021.state.gov/communistchinese-military-companies-listed-under-e-o-13959-have-more-than-1100-subsidiaries/index.html |
Directors’ Recommendation |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
As a global financial institution, we recognize and take seriously our responsibility to help protect, preserve and promote human rights around the world. While national governments bear the primary responsibility for ensuring human rights, we believe that the private sector can and should play a role in championing these fundamental rights.
To this end, we have a number of policies and procedures in place, including with respect to exchange-traded funds (ETFs). Importantly, our ETFs and other products comply with sanctions, and we have a process in place to monitor for compliance with such sanctions.
| 84 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | |||
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
Our Board regularly seeks input from shareholders to ensure our policies reflect best practices and are appropriately aligned with shareholder interests. Our Board hasre-evaluated the ability of shareholders to act by written consent and believes that, as proposed, permitting shareholder action by written consent may cause confusion and disruption, as well as promote short-termism or special interests. We believe that our shareholders should have the ability to raise important matters to our attention, but given our Board’s ongoing commitment to corporate governance best practices, including Board-level engagement with stakeholders,
ITEMS 5-12. SHAREHOLDER PROPOSALS
As a result, we continue to believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders.
Finally, as it goes to a key premise of the proposal, we confirm that none of our ETFs or other products hold any securities in China National Nuclear Corporation, a U.S.-sanctioned entity, which was incorrectly cited by the proponent as an entity of concern in which the firm through the ETF had invested. Item 8. Shareholder Proposal Regarding a Racial Equity Audit The Service Employees International Union Master Trust, 1800 Massachusetts Ave. NW, Suite 301, Washington, D.C. 20036, beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
RESOLVED that shareholders of Goldman Sachs Group, Inc. (“Goldman”) urge the Board of Directors to oversee an independent racial equity audit analyzing Goldman’s adverse impacts on nonwhite stakeholders and communities of color and the steps Goldman plans to take to mitigate such impacts. Input from civil rights organizations, employees, and customers should be considered in determining the specific matters to be analyzed. A report on the audit, prepared at reasonable cost and omitting confidential or proprietary information, should be publicly disclosed on Goldman’s website. SUPPORTING STATEMENT High-profile police killings of black people have galvanized the movement for racial justice. That movement, together with the disproportionate impacts of the pandemic, have focused the attention of the media, the public and policy makers on systemic racism, racialized violence and racial inequities. Goldman touts its $10 million Fund for Racial Equity “to support the vital work of leading organizations addressing racial injustice, structural inequity and economic disparity” and the $17 million it “deployed” to “organizations supporting [COVID-19] relief efforts in communities of color.”1 But Goldman’s own diversity and inclusion record is subpar. According to its EEO-1 report, while Black workers make up 7.4% of Goldman’s U.S. workforce; only 2.9% of senior managers and 3.1% of lower level managers are Black; the proportion of Black senior managers declined between the 2020 and 2021 People Strategy Reports.2 A viral June 2020 email from a Black managing director stated: “[W]hile our firm expresses a commitment to equality and social justice up top, [junior colleagues] don’t necessarily see commitment and support from their direct managers.”3 Goldman’s proxy voting is misaligned with its stated commitment to racial equity. Of 14 large asset managers whose 2022 proxy voting records were analyzed by Majority Action, Goldman opposed more racial equity audit proposals than any manager besides Vanguard.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. Goldman Sachs has long been committed to providing innovative, commercial solutions for our clients to address and manage climate-related risk and accelerate the climate transition. We view climate transition as a key driver of both risk and opportunity, and we have been innovating and expanding our commercial capabilities to help our clients navigate the transition. We do not believe that committing to a time-bound phase out of our financing and underwriting activity in hard-to-abate sectors, which critically need both our engagement and our capital, is in the best interests of our shareholders, clients or communities. We do not believe in placing limits on financing to producers because, among other things, we do not believe it will result in either reduction in emissions from, or demand for, fossil fuels. In June 2021, our Global Investment Research group estimated that $56 trillion in incremental infrastructure investment is needed to achieve net zero carbon emissions by 2050. Recent global events have underscored how energy resilience, security and diversification are critical components to drive broader transition to a lower-carbon economy. Climate transition will require thoughtful public policy that strikes a balance between current energy capabilities and support for new technology. Even research models published by the Intergovernmental Panel on Climate Change and others do not assume a complete phase out of fossil fuels by 2050; rather, they assume some form of abatement, whether through carbon capture and storage or other carbon dioxide removal methods to counterbalance residual GHG emissions. Given our significant investment in decarbonization and transition finance capabilities, we believe our shareholders, clients and communities are better served by our engagement, not our divestment. As a result, and taking into account that a similar proposal at our 2022 Annual Meeting was supported by only approximately 11% of the votes cast at the meeting, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders, and it would undermine our role in the low carbon transition.
We
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. Goldman Sachs has long been committed to providing innovative, commercial solutions for our clients to address and manage climate-related risk and accelerate the climate transition. We view climate transition as a key driver of both risk and opportunity, and we have been innovating and expanding our commercial capabilities to help our clients navigate this transition. We share the proponent’s focus on making progress towards net zero. In fact, in March 2021 we announced our commitment to align our financing activities with a net zero by 2050 pathway, and, later that year, we published our second TCFD report, Accelerating Transition, which sets forth an interim roadmap for our net zero by 2050 commitment and includes an initial set of ranged targets tailored to our business objectives. We have also committed to expand our targets into additional sectors by the end of 2024. We believe that this approach enables us to better manage and support our clients and prevents the potential unintended consequences of absolute targets, as detailed below. As a result, in light of our current disclosures and continued commitment to the climate transition, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders.
ITEMS 5-12. SHAREHOLDER PROPOSALS
For more information on our sustainability efforts, see Spotlight on Sustainability. Item 11. Shareholder Proposal Regarding a Climate Transition Report Mack Street 2016 Trust (S), care of As You Sow, 2020 Milvia St., Suite 500, Berkeley, California 94704, beneficial owner of at least $25,000 in market value of the company’s Common Stock for at least one year, together with co-filer Debriana Berlin Rev Tr (S), beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, and co-filer United Church Funds, beneficial owner of at least $25,000 in market value of the company’s Common Stock for at least one year, are the proponents of the following shareholder proposal. The proponents have advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
RESOLVED: Shareholders request that Goldman Sachs issue a report disclosing a transition plan that describes how it intends to align its financing activities with its 2030 sectoral greenhouse gas emissions reduction targets, including the specific measures and policies necessary to achieve its targets, the reductions to be achieved by such measures and policies, and timelines for implementation and associated emission reductions. WHEREAS: The banking sector has a critical role to play in achieving global Net Zero by 2050 goals. The Net Zero Banking Alliance (NZBA) notes that 40 percent of global banking assets have committed to aligning lending and investment portfolios with Net Zero by 2050.1 But targets alone are insufficient. Investors seek disclosures demonstrating banks’ concrete transition strategies to credibly achieve their disclosed emission reduction targets.
ITEMS 5-12. SHAREHOLDER PROPOSALS The United Nations has recommended that financial institution transition plans demonstrate how all parts of the business align with interim targets and long-term net zero targets2. Other guidelines exist to help financial institutions operationalize and translate net zero commitments into strategies “with specific objectives . . . against which progress can be assessed.”3,4 Goldman Sachs is one of the top 15 global financers of fossil fuels, with $17 billion in fossil fuel financing in 2021, and nearly $118 billion between 2016 through 2021.5 Goldman is a member of the NZBA and has announced a Net Zero by 2050 greenhouse gas emissions (GHG) reduction goal for its financed emissions. It also has set 2030 intensity reduction targets for the oil and gas, power, and auto manufacturing sectors. To achieve these goals, Goldman states that it is “expanding its commercial capabilities to help clients measure and manage their climate-related exposure”; “developing new financing tools tied to progress on climate transition”; and investing in “climate solutions and emerging technologies” for hard to abate sectors” including a ten-year, $750 billion commitment to sustainable finance.6 While the described actions will help clients manage and reduce their emissions, they do not demonstrate a concrete transition plan for how Goldman will achieve its 2030 sectoral reduction targets. An effective transition plan creates accountability by describing the indicators, milestones, metrics, and timelines necessary to deliver on its decarbonization targets and ensure investors that it is accountable for reducing its financed emissions in alignment with its 2030 targets. A transition plan might include, for example, disclosure of clients’ estimated annual reductions and how the bank plans to achieve remaining emissions reductions. Other elements of such a plan might include client and employee incentives or disincentives; setting mandatory actions, including loan approval guidelines, investment and underwriting priorities, or prohibitions; and developing policies or guidelines that otherwise restrict, limit, or condition bank business activities, along with expected associated reductions from each.
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL. Goldman Sachs has long been committed to providing innovative, commercial solutions for our clients to address and manage climate-related risk and accelerate the climate transition. We view climate transition as a key driver of both risk and opportunity, and we have been innovating and expanding our commercial capabilities to help our clients navigate the transition. We share the proponent’s view on the importance of transparency regarding our climate transition commitments. To this end, we have already provided extensive public disclosures, including through our Sustainability Reports, TCFD reports and a dedicated portion of our website (www.gs.com/sustainability), as well as through www.gs.com/corpgov, and we continue to update this reporting on a regular basis. As a result, preparing the report requested by the proposal would impose an additional administrative burden on our firm without providing material new information to our shareholders. As such, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders.
ITEMS 5-12. SHAREHOLDER PROPOSALS
For more information on our sustainability efforts, see Spotlight on Sustainability. Item 12. Shareholder Proposal Regarding Reporting on Pay Equity James McRitchie, 9295 Yorkship Ct., Elk Grove, California 95758, beneficial owner of at least $2,000 in market value of the company’s Common Stock for at least three years, is the proponent of the following shareholder proposal. The proponent has advised us that a representative will present the proposal and related supporting statement at our Annual Meeting.
FOR Shareholder Rights Proposal 12 – Pay Equity Disclosure
ITEMS 5-12. SHAREHOLDER PROPOSALS Resolved: James McRitchie of CorpGov.net and other shareholders, requests the Golden Sachs Group, Inc. (“Company” or “Golden Sachs”) report annually on unadjusted median and adjusted pay gaps across race and gender globally and/ or by country, where appropriate, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy, and legal compliance information. Racial/gender pay gaps are the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings. Supporting Statement: Pay inequities persist across race and gender. They pose substantial risks to companies and society. Black workers’ hourly median earnings represent 64% of white wages. Median income for women working full time is 83% of that of men.1 Intersecting race, Black women earn 63%, Native women 60%, and Latina women 55%.2 At the current rate, women will not reach pay equity until 2059, Black women 2130, and Latina women 2224.3 Citigroup estimated closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional national income.4 PwC estimates closing the gender pay gap could boost OECD economies by $2 trillion annually.5 Actively managing pay equity is linked to superior stock performance and return on equity.6 Best practice includes:
Over 20 percent of the 100 largest U.S. employers currently report adjusted gaps, and an increasing number of companies disclose unadjusted gaps to address the structural bias women and minorities face regarding job opportunity and pay.7 Golden Sachs reports neither. Racial and gender unadjusted median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, OECD, and International Labor Organization.8 The United Kingdom and Ireland mandate disclosure of median pay gaps, and the United Kingdom is considering racial pay reporting. An annual report adequate for investors to assess performance could integrate base, bonus and equity compensation to calculate:
To Enhance Shareholder Value, Vote FOR Pay Equity Disclosure – Proposal 12
ITEMS 5-12. SHAREHOLDER PROPOSALS
CERTAIN RELATIONSHIPS AND RELATED
Certain Relationships and Related Transactions On the recommendation of our independent directors, our Board has in place various policies that provide guidelines for the review of certain relationships and transactions involving our directors and executive officers. Related Person Transactions Policy Our Board has a written Related Person Transactions Policy regarding the review and approval of transactions between us and “related persons” (directors, executive officers, immediate family members of a director or executive officer, or known 5% shareholders). Under this policy, transactions that exceed $120,000 in which a related person has, may have or may be deemed to have a direct or indirect material interest are submitted to the Designated Reviewers (the Chairs of the Governance, Audit and Risk Committees) or our full Governance Committee for review and approval, as applicable. Certain transactions, including employment relationships, ordinary course banking, brokerage, investment, lending and other services, payment of certain regulatory filing fees and certain other ordinary course non-preferential transactions, have been determined by the Governance Committee to be preapproved transactions, and thus do not require specific review and approval under the policy (although these transactions must be reported to our Governance Committee and may still be submitted for review and approval if deemed appropriate). In reviewing and determining whether to approve a related person transaction, the following factors, among others, are considered:
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| ∎ | The business reasons for the transaction; |
| ∎ | Any reputational issues; and |
| ∎ | Whether the |
All of the transactions and relationships reported under —Certain Relationships and Transactions were determined, under the mechanisms of the Related Person Transactions Policy, to be in the best interests of our firm and our shareholders.
In addition to our policies on director independence and related person transactions, we also maintain a policy with respect to outside director involvement with financial firms, such as private equity firms or hedge funds. Under this policy, in determining whether to approve any current or proposed affiliation of a non-employee director with a financial firm, our Board will consider, among other things, the legal, reputational, operational and business issues presented, and the nature, feasibility and scope of any restrictions, procedures or other steps that would be necessary or appropriate to ameliorate any perceived or potential future conflicts or other issues.
Certain Relationships and Transactions
Brokerage and |
Some of our directors and executive officers (and persons or entities affiliated with them) have brokerage and/or discretionary accounts at our broker-dealer affiliates and may utilize other ordinary course banking or lending products (such as credit cards) offered by Goldman Sachs Bank USA. Extensions of credit by Goldman Sachs Bank USA that do not involve more than the normal risk of collectability and do not present other unfavorable features have been and may be made to certain of our directors and executive officers (and persons or entities affiliated with them) in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons unrelated to our firm, and in each case in
compliance with relevant laws and regulations.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 97 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
FIRM-MANAGED FUNDS AND OTHER INVESTMENTS
We have established private investment funds (Employee Funds) to permit our employees (and in certain cases, retired employees) to participate in our private equity, hedge fundFirm-Managed Funds and other similar activities by investing in or alongside funds and investments that we manage or sponsor for independent investors and/or for our firm. Investment decisions for the Employee Funds are made by the investment teams or committees that are fiduciaries for such funds, and no executive officers are members of such investment teams or committees.Other Investments
The Employee Funds generally maintain diversified investment portfolios, and these investment opportunities do not affect the incentives of our executive officers under our compensation program. Many of our employees, their spouses, related charitable foundations or entities they own or control have invested in these Employee Funds. In some cases, we have limited participation to our PMDs, including our executive officers, and in some cases participation may be limited to individuals eligible to invest pursuant to applicable law.
Certain of the Employee Funds provide applicable investors with an interest in the overrides we receive for managing the funds for independent investors (overrides). Employee Funds generally do not require our current or retired PMDs and other current or retired employees to pay management fees and do not deduct overrides from fund distributions. Similarly, certain other investments may be made available to our PMDs, retired PMDs and other current employees on afee-free or reduced fee basis.
Distributions and redemptions exceeding $120,000 from Employee Funds made to our 2019 executive officers (or persons or certain entities affiliated with them) and Mr. Viniar (with respect to investments made when he was an employee) during 2019, consisting of profits and other income and return of amounts initially invested (excluding overrides generally available only to PMDs, which are discussed below), were approximately, in the aggregate, as follows: Mr. Solomon—$9.0 million; Mr. Waldron—$2.2 million; Mr. Scherr—$1.2 million; Mr. Rogers—$2.6 million; Elizabeth M. Hammack (Global Treasurer)—$1.0 million; Sarah E. Smith (Chair and former Global Head of Compliance)—$725,000; and Mr. Viniar—$1.4 million.
Distributions of overrides generally available only to PMDs (and retired PMDs) made to our 2019 executive officers (or persons or entities affiliated with them) and Mr. Viniar (with respect to investments made when he was an employee) during 2019 were approximately, in the aggregate, as follows: Mr. Solomon—$481,000; Mr. Waldron—$134,000; Mr. Scherr—$77,000; Mr. Rogers—$91,000; Laurence Stein (Chief Administrative Officer)—$46,500; Ms. Hammack—$18,000; Brian J. Lee (Chief Risk Officer)—$15,000; Sheara J. Fredman (Chief Accounting Officer)—$7,500; Ms. Smith—$20,000; and Mr. Viniar—$439,000.
We have established private investment funds (Employee Funds) to permit our employees (and in certain cases, retired employees) to participate in our private equity, hedge fund and other similar activities by investing in or alongside funds and investments that we manage or sponsor for independent investors and/or for our firm. We believe the opportunity to make such investments helps to promote teamwork and collaboration across the firm and provides alignment with the firm’s strategy to grow the alternatives business. Investment decisions for the Employee Funds are made by the investment teams or committees that are fiduciaries for such funds, and no executive officers are members of such investment teams or committees.
The Employee Funds generally maintain diversified investment portfolios, and these investment opportunities do not affect the incentives of our executive officers under our compensation program. Many of our employees, their spouses, related charitable foundations or entities they own or control have invested in these Employee Funds. In some cases, we have limited participation to our PMDs, including our executive officers, or limited the amount of participation, and in some cases participation may be limited to individuals eligible to invest pursuant to applicable law.
Certain of the Employee Funds provide applicable investors with an interest in the overrides we receive for managing the funds for independent investors (Overrides); the level of Override for which applicable investors may be eligible may vary based on certain criteria. Employee Funds generally do not require our current or retired PMDs and other current or retired employees to pay management fees and do not deduct Overrides from fund distributions. Similarly, certain other investments may be made available to our PMDs, retired PMDs and other current employees on a fee-free or reduced fee basis.
Distributions and redemptions exceeding $120,000 from Employee Funds made to our 2022 executive officers (or persons or entities affiliated with them) during 2022, consisting of profits and other income and return of amounts initially invested (excluding Overrides, which are discussed below), were approximately, in the aggregate, as follows: Mr. Solomon - $15.5 million; Mr. Waldron - $1.8 million; Mr. Coleman - $1.6 million; Mr. Berlinski - $580,000; John F.W. Rogers (Executive Vice President) - $2.7 million; Laurence Stein (Chief Administrative Officer until February 2022) - $443,000; Ericka Leslie (Chief Administrative Officer) - $222,000; Brian Lee (Chief Risk Officer) - $309,000; and Sheara Fredman (Chief Accounting Officer) - $220,000.
Overrides distributed to our 2022 executive officers (or persons or entities affiliated with them) during 2022 were approximately, in the aggregate, as follows: Mr. Solomon - $556,000; Mr. Waldron - $171,000; Mr. Coleman - $90,000; Mr. Berlinski - $45,000; Mr. Rogers - $176,000; Mr. Stein - $59,000; Ms. Leslie - $48,000; Mr. Lee - $71,000; and Ms. Fredman - $34,000.
Subject to applicable laws, in addition, certain of our directors and executive officers may from time to time invest their personal funds in other funds or investments that we have established and that we manage or sponsor. Except as described above, these other investments are made on substantially the same terms and conditions as other similarly-situated investors in these funds or investments who are neither directors nor employees. In certain of these funds, including certain Employee Funds, our directors and executive officers may own in the aggregate more than 10% of the interests in these funds.
Affiliates of Goldman Sachs generally bear overhead and administrative expenses for, and may provide certain other services free of charge to, Employee Funds.
Transactions with Director- and Executive Officer-Affiliated Entities |
We take very seriously any actual or perceived conflicts of interest, and we critically evaluate all potential transactions and relationships that may involve directors or executive officers or entities affiliated with them.
Mr. Mittal is the Executive Chairman and former CEO of ArcelorMittal S.A. and beneficially owns (directly and indirectly) approximately 37% of the outstanding common shares of ArcelorMittal. Goldman Sachs provides ordinary course financial advisory, lending, investment banking, trading (such as acting as a derivative counter-party from time to time) and other financial services to ArcelorMittal and its affiliates, including as described below.
Goldman Sachs participates in a $5.5 billion five-year revolving credit facility for ArcelorMittal. Under this $5.5 billion facility, Goldman Sachs has agreed to lend to ArcelorMittal up to $170 million at an interest rate of LIBOR + 735 basis points (which rate may vary depending on ArcelorMittal’s credit ratings). Goldman Sachs currently has no loan outstanding under this facility.
| 98 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | |||
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS—CERTAIN RELATIONSHIPS AND TRANSACTIONS
Goldman Sachs also participates in a $212.5 million credit facility for an entity in which ArcelorMittal is an approximately 25% shareholder. Under the facility, Goldman Sachs has agreed to lend up to approximately $22.5 million at an interest rate of SOFR + 450 basis points (which rate may vary based on a credit spread adjustment). This credit facility is currently partially drawn, resulting in an approximately $19.4 million loan from Goldman Sachs outstanding under this facility. During 2022, Goldman Sachs acted as financial advisor to a third-party client that sold an approximately 80% interest in a $1 billion asset to ArcelorMittal as a result of a competitive bidding process. In December 2022 and early 2023, Goldman Sachs acted as executing broker in connection with approximately $560 million of public market divestments by ArcelorMittal of a portion of its shareholding in an entity in which it is a minority shareholder. Each of these transactions was conducted and all of these services were provided on an arm’s-length basis. Mr. Ogunlesi is the Chairman and Chief Executive Officer of Global Infrastructure Partners LLC (together with its affiliates, GIP). In connection with his role at GIP, Mr. Ogunlesi is entitled to less than 5% of the total profit of the fund that participated in the following transactions, and he also has a direct or indirect interest in such fund amounting to less than 0.02% of such fund. In March 2022, Goldman Sachs acted as an underwriter in an approximately $301 million public common stock offering for a company in which a fund managed by GIP was a selling stockholder. Such fund received approximately $145 million of the proceeds of the offering. In addition, in April 2022, Goldman Sachs acted as an underwriter in an approximately $400 million private debt offering for a company in which a fund managed by GIP is an investor. Such fund received approximately $200 million of the proceeds of the offering, which were used to fund a repurchase of units in the company owned by such fund. In each of these transactions, Goldman Sachs’ relationship with this company pre-dates GIP’s investment therein. In addition, in connection with a transaction that closed in October 2022, Goldman Sachs provided a £200 million equity bridge loan to a third-party client, the proceeds of which were used by the client to acquire an equity interest from GIP in an infrastructure asset in an approximately £415 million transaction. Each of these transactions was conducted and all of these services were provided on an arm’s-length basis. During 2022, Goldman Sachs continued its consulting relationship with the company for which the spouse of Mr. Rogers serves as CEO and managing partner; the service agreement provides for annual fees of approximately $1 million for the provision of advice and insights in support of the firm’s business strategy in China. This consulting relationship was entered into on an arm’s-length basis.
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For information on transactions involving Goldman Sachs, on the one hand, and BlackRock, Inc., State Street Corporation or The Vanguard Group, on the other, see footnotes (a), (b) and (c) under Beneficial Ownership—Beneficial Owners of More than Five Percent.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 99 | |||
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS—CERTAIN RELATIONSHIPS AND TRANSACTIONS
BENEFICIAL OWNERSHIP
Beneficial Ownership Beneficial Ownership of Directors and Executive Officers The following table contains certain information, as of February 27, 2023, regarding beneficial ownership of Common Stock by each director, nominee and NEO, as well as by all directors, nominees, NEOs and other executive officers as a group as of such date. The table below contains information regarding ownership not only of our Common Stock, but also of vested RSUs where applicable. It does not include PSUs, unvested RSUs or SVC Awards.
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David Solomon(c) | 131,989 | ||||||||
John Waldron(c) | 76,683 | ||||||||
Denis Coleman(c) | 66,956 | ||||||||
Philip Berlinski(c) | 50,635 | ||||||||
Kathryn Ruemmler(c) | 11,611 | ||||||||
Michele Burns | 25,470 | ||||||||
Drew Faust | 6,473 | ||||||||
Mark Flaherty | 16,434 | ||||||||
Kimberley Harris | 1,673 | ||||||||
Kevin Johnson | 321 | ||||||||
Ellen Kullman | 12,130 | ||||||||
Lakshmi Mittal | 51,701 | ||||||||
Adebayo Ogunlesi | 28,588 | ||||||||
Peter Oppenheimer | 23,535 | ||||||||
Jan Tighe | 6,110 | ||||||||
Jessica Uhl | 1,811 | ||||||||
David Viniar(c) | 973,182 | ||||||||
Mark Winkelman | 108,556 | ||||||||
All directors, nominees, NEOs and other executive officers as a group (22 persons)(e) | 1,811,270 | ||||||||
| (a) | For purposes of
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| 100 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
BENEFICIAL OWNERSHIP
The shares of Common Stock underlying vested RSUs included in the table above are as follows:
Name | RSUs | |||
David Solomon(c) | 0 |
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John Waldron(c) | 0 | |||
Denis Coleman(c) | 27,627 | |||
Philip Berlinski(c) | 18,524 | |||
Kathryn Ruemmler(c) | 0 | |||
Michele Burns | 25,470 | |||
Drew Faust | 6,473 | |||
Mark Flaherty | 15,419 | |||
Kimberley Harris | 1,673 | |||
Kevin Johnson | 321 | |||
Ellen Kullman | 12,130 | |||
Lakshmi Mittal | 36,701 | |||
Adebayo Ogunlesi | 26,588 | |||
Peter Oppenheimer | 21,535 | |||
Jan Tighe | 6,110 | |||
Jessica Uhl | 1,811 | |||
David Viniar(d) | 20,778 | |||
Mark Winkelman | 18,556 | |||
All directors, nominees, NEOs and other executive officers as a group (22 persons)(e) | 261,924 | |||
| (b) | Except as discussed in footnotes (c) and (d) below, all of our directors, nominees, NEOs and other executive officers have sole voting power and sole dispositive power over all shares of Common Stock beneficially owned by them. No individual director, nominee, NEO or other executive officer beneficially owned in excess of 1% of the outstanding Common Stock as of February 27, 2023. The group consisting of all directors, nominees, NEOs and other executive officers as of February 27, 2023 beneficially owned approximately 0.54% of the outstanding shares of Common Stock (0.46% not including vested RSUs as of such date). |
| (c) | Excludes any shares of Common Stock subject to our Shareholders’ Agreement that are owned by other parties to our Shareholders’ Agreement. As of February 27, 2023, each of Messrs. Solomon and Waldron was a party to our Shareholders’ Agreement and a member of our Shareholders’ Committee; however, each disclaims beneficial ownership of the shares of Common Stock subject to our Shareholders’ Agreement other than those specified above for each NEO individually. For |
Includes shares of Common Stock beneficially owned by our NEOs indirectly through certain estate planning vehicles of our NEOs for which voting power and dispositive power is shared, through family trusts, the |
| (d) | All RSUs held by Mr. Viniar were received as compensation for his service as a director. |
| (e) | Includes an aggregate of 123,186 shares of Common Stock beneficially owned by these individuals indirectly through certain estate planning vehicles for which voting power and dispositive power is shared, an aggregate of 149,273 shares of Common Stock beneficially owned by family trusts, the sole beneficiaries of which are immediate family members of these individuals and an aggregate of 133,979 shares of Common Stock beneficially owned by the private charitable foundations of which certain of these individuals are trustees. Each of these individuals shares voting power and dispositive power over these shares and disclaims beneficial ownership of the shares held in family trusts and private charitable foundations. |
Each current executive officer is a party to our Shareholders’ Agreement and disclaims beneficial ownership of the shares of Common Stock subject to our Shareholders’ Agreement that are owned by other parties to our Shareholders’ Agreement. |
See Compensation Matters—Compensation Discussion and Analysis—Other Compensation Policies and Practices for a discussion of our executive stock ownership guidelines and retention requirements.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 101 |
BENEFICIAL OWNERSHIP
Beneficial Owners of More than Five Percent
Based on filings made under Section 13(d) and Section 13(g) of the Exchange Act, as of February 27, 2023, the only persons known by us to be beneficial owners of more than 5% of Common Stock were as follows:
Name and Address of Beneficial Owner | Number of Shares | Percent | ||
BlackRock, Inc. 55 East 52nd Street New York, New York 10055 | 23,301,183(a) | 6.98% | ||
State Street Corporation State Street Financial Center One Lincoln Street Boston, Massachusetts 02111 | 20,766,479(b) | 6.22% | ||
The Vanguard Group
Malvern, Pennsylvania 19355 | 29,524,710(c) | 8.85% | ||
| (a) | This information has been derived from the Schedule 13G filed with the SEC on February |
| (b) | This information has been derived from the Schedule 13G filed with the SEC on February 12, 2021, Amendment No. 1 to such filing filed with the SEC on February 14, |
| (c) | This information has been derived from the Schedule 13G filed with the SEC on February 10, 2016, Amendment No. 1 to such filing filed with the SEC on February 13, 2017, Amendment No. 2 to such filing filed with the SEC on February 9, 2018, Amendment No. 3 to such filing filed with the SEC on February 11, 2019, Amendment No. 4 to such filing filed with the SEC on February 12, 2020, Amendment No. 5 to such filing filed with the SEC on February 10, 2021, Amendment No. 6 to such filing filed with the SEC on February 9, 2022 and Amendment No. 7 to such filing filed with the SEC on February 9, 2023 by The Vanguard Group and certain subsidiaries. We and our affiliates engage in ordinary course trading, arrangements relating to the placement of the firm’s investment funds or other transactions or arrangements with, and may from time to time provide other ordinary course lending or other financial services to, The Vanguard Group and its affiliates, related entities and clients. These transactions are negotiated on arm’s-length bases and contain customary terms and conditions. The Vanguard Group is an investment manager to mutual funds that are investment options in our 401(k) Plan and certain tax qualified plans for employees of certain of our affiliates, including The 401(k) Savings Plan, the GreenSky Trade Credit LLC 401(k) Plan and the NN Investment Partners North America LLC 401(k) Profit Sharing Plan. The selection of the Vanguard mutual funds as investment options for each plan is unrelated to Vanguard’s Common Stock ownership. In the case of The 401(k) Savings Plan and the GreenSky Trade Credit LLC 401(k) Plan, a third-party investment manager who is not affiliated with GS is responsible for fund selection and selected the Vanguard mutual funds. We believe that the fees paid to The Vanguard Group through the Vanguard mutual funds are the same as the fees that are paid by the other holders of the same share classes of those funds. |
| 102 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS |
ADDITIONAL INFORMATION
Additional Information
How to Contact Us
Across our shareholder base there is a wide variety of viewpoints about matters affecting our firm. We meet and speak with our shareholders and other stakeholders throughout the year. Board-level engagement is led by our Lead Director and may include other directors as appropriate.
BENEFICIAL OWNERSHIP—BENEFICIAL OWNERSHIP OF OUR DIRECTORS AND EXECUTIVE OFFICERS
Beneficial Ownership of Directors and Executive Officers
The following table contains certain information, as of March 2, 2020, regarding beneficial ownership of Common Stock by each director and each NEO, as well as by all directors, NEOs and other executive officers as a group as of such date. The table below contains information regarding ownership not only of our Common Stock, but also of vested RSUs where applicable. It does not include PSUs.
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BENEFICIAL OWNERSHIP—BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERSINVESTOR RELATIONS
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SeeCompensation Matters—Compensation Discussion and Analysis—Other Compensation Policies and Practices for a discussion of our executive stock ownership guidelines and retention requirements.
BENEFICIAL OWNERSHIP—BENEFICIAL OWNERS OF MORE THAN FIVE PERCENTBUSINESS INTEGRITY PROGRAM
Beneficial Owners of More Than Five Percent
Based on filings made under Section 13(d) and Section 13(g) of the Exchange Act, as of March 2, 2020, the only persons known by us to be beneficial owners of more than 5% of Common Stock were as follows:
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Reach out to our shareholder base there is a wide variety of viewpoints about matters affecting our firm. We meet and speak with our shareholders and other stakeholders throughout the year. Board-level engagement is led by our Lead Director, and may include other directors as appropriate.Investor Relations
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Email: gs-investor-relations@gs.com Phone: (+1) 212-902-0300 | You may contact us, or any member of our Board upon request, in each case in a confidential or anonymous manner, through the firm’s reporting hotline under our Policy on Reporting of Concerns Regarding Accounting and Other Matters Phone: (+1) 866-520-4056 Policy is available on our website atwww.gs.com/business-integrity-program
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Corporate Governance and Other Materials Available on our Website
On our website (www.gs.com/shareholders) under the heading “Corporate Governance,” you can find, among other things, our:
| ∎ | Restated Certificate of Incorporation |
| ∎ | Amended and Restated By-Laws |
| ∎ | Corporate Governance |
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| ∎ | Policy Regarding Director Independence Determinations
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Information on our website is not, and will not be deemed to be, a part of this Proxy Statement or incorporated into any of our other filings with the SEC.
ADDITIONAL INFORMATION
Compensation-Related Litigation
The following description is as of March 20, 2020:
On May 9, 2017, Goldman Sachs and certain of its current and former directors were named as defendants in an action brought by a shareholder in the Court of Chancery of the State of Delaware. The complaint, which asserts derivative claims purportedly on behalf of Goldman Sachs and direct claims on behalf of the shareholder-plaintiff, alleges, among other things, that the director defendants breached their fiduciary duties by approving excessivenon-employee director compensation since 2015, including because such compensation is the highest among the firm’s U.S. Peers. A copy of the plaintiff’s complaint is available athttps://www.goldmansachs.com/litigation/2017nedderivative.pdf. On May 31, 2019, the court dismissed part of plaintiff’s claims. On February 28, 2020, the parties proposed settlement of the action and filed modified settlement papers on March 3, 2020. The settlement will require court approval. Shareholder notice of the proposed settlement, which also is required, is being distributed with this proxy statement. A copy of the notice is available atwww.gs.com/noticeofsettlement. As part of the proposed settlement we have agreed to certain changes to ourNon-Employee Director Compensation Program. For additional information, seeCompensationMatters—Non-Employee Director Compensation Program.
Compensation Committee Interlocks and Insider Participation
No member of our Compensation Committee is or has been an officer or employee of Goldman Sachs. No member of our Compensation Committee or our Board is or has been in 2019 an executive officer of another entity at which one of our executive officers serves or has in 2019 served on either the board of directors or the compensation committee. For information about related person transactions involving members of our Compensation Committee, seeCertain Relationships and Related Transactions.
Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities to file reports of ownership of, and transactions in, our equity securities with the SEC. Our directors and executive officers are also required to furnish us with copies of all such Section 16(a) reports if not filed by the firm on their behalf. The reports are published on our website atwww.gs.com/shareholders.
Based on a review of the copies of these reports, and on written representations from our reporting persons, we believe that all such Section 16(a) filing requirements applicable to our directors and executive officers were complied with during 2019.
Incorporation by Reference
Only the following sections of this Proxy Statement shall be deemed incorporated by reference into our 2019 Annual Report on Form10-K in response to Part III, Items 10, 11, 12, 13 and 14 thereof: Corporate Governance—Item 1. Election of Directors—Our Directors; Corporate Governance—Item 1. Election of Directors—Independence of Directors; Corporate Governance—Structure of our Board and Governance Practices—Our Board Committees—Audit; Compensation Matters—Compensation Discussion and Analysis; Compensation Matters—Executive Compensation; Compensation Matters—Compensation Committee Report; Compensation Matters—Pay Ratio Disclosure; CompensationMatters—Non-Employee Director Compensation Program; Audit Matters—Item 3. Ratification of PwC as our Independent Registered Public Accounting Firm for 2020; Certain Relationships and Related Transactions; Beneficial Ownership; Additional Information—Compensation Committee Interlocks and Insider Participation; Additional Information—Section 16(a) Reports; Frequently Asked Questions—How do I obtain more information about Goldman Sachs? and Frequently Asked Questions—How can I submit nominees (such as through proxy access) or shareholder proposals in accordance with ourBy-Laws?
To the extent that this Proxy Statement is incorporated by reference into any other filing by Goldman Sachs under either the U.S. Securities Act of 1933, as amended, or the Exchange Act, the sections of this Proxy Statement entitled “Report of our Compensation Committee” and “Report of our Audit, Committee” (to the extent permitted by the rulesCompensation, Governance, Public Responsibilities and Risk Committees
| ∎ | Compensation Principles |
| ∎ | Statement on Policy Engagement and Political Participation |
| ∎ | Information about our Business Integrity Program, including our Policy on Reporting of |
| ∎ | Sustainability Reporting (including Sustainability, People Strategy, SASB and TCFD reporting) and Environmental Policy Framework |
| ∎ | Audit Report: Goldman Sachs’ Efforts To Advance Equity and Opportunity for Underserved Communities |
| ∎ | Report on Review of Arbitration Program |
| ∎ | Report on Vesting of Equity-Based Awards Due to |
| ∎ | Statement on Human Rights and Statement on Modern Slavery and Human Trafficking |
| ∎ | Business Principles |
References to our website or other links to our publications or other information are provided for the convenience of our shareholders. None of the information or data included on our websites or accessible at these links is incorporated into, and will not be deemed to be a part of, this Proxy Statement or any of our other filings with the SEC.
PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | GOLDMAN SACHS | 103 |
ADDITIONAL INFORMATION
Compensation Committee Interlocks and Insider Participation
No member of our Compensation Committee is or has been an officer or employee of Goldman Sachs. No member of our Compensation Committee or our Board is, or was in 2022, an executive officer of another entity at which one of our executive officers serves, or served in 2022, on either the board of directors or the compensation committee. For information about related person transactions involving members of our Compensation Committee, see Certain Relationships and Related Transactions.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities to file reports of ownership of, and transactions in, our equity securities with the SEC. Our directors and executive officers are also required to furnish us with copies of all such Section 16(a) reports if not filed by the firm on their behalf. The reports are published on our website at www.gs.com/shareholders.
Based on a review of the copies of these reports, and on written representations from our reporting persons, we believe that all such reports that were required to be filed under Section 16(a) during 2022 were timely filed other than a Form 4 filing for Ericka Leslie relating to a sale of Common Stock, which was filed late due to an administrative error and was corrected promptly following the identification of the error.
Incorporation by Reference
Only the following sections of this Proxy Statement shall be deemed incorporated by reference into our 2022 Annual Report on Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14 thereof: Corporate Governance—Item 1. Election of Directors—Our Directors; Corporate Governance—Item 1. Election of Directors—Independence of Directors; Corporate Governance—Structure of our Board and Governance Practices—Our Board Committees—Audit; Compensation Matters—Compensation Discussion and Analysis; Compensation Matters—Executive Compensation; Compensation Matters—Compensation Committee Report; Compensation Matters—Pay Ratio Disclosure; Compensation Matters—Director Compensation Program; Audit Matters—Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2023; Certain Relationships and Related Transactions; Beneficial Ownership; Additional Information—Compensation Committee Interlocks and Insider Participation; Additional Information— Delinquent Section 16(a) Reports; Frequently Asked Questions—How do I obtain more information about Goldman Sachs? and Frequently Asked Questions—How can I submit nominees (such as through proxy access) or shareholder proposals in accordance with our By-Laws?
To the extent that this Proxy Statement is incorporated by reference into any other filing by Goldman Sachs under either the U.S. Securities Act of 1933, as amended, or the Exchange Act, the sections of this Proxy Statement entitled “Compensation Committee Report” and “Report of our Audit Committee” (to the extent permitted by the rules of the SEC) will not be deemed incorporated into any such filing, unless specifically provided otherwise in such filing.
Other Business
As of the date hereof, there are no other matters that our Board intends to present, or has reason to believe others will present, at our Annual Meeting. If other matters come before our Annual Meeting, the persons named in the accompanying form of proxy will vote in accordance with their best judgment with respect to such matters.
| 104 | GOLDMAN SACHS | PROXY STATEMENT FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS | |||
FREQUENTLY ASKED QUESTIONS
FREQUENTLY ASKED QUESTIONS
Frequently Asked Questions
What are some common terms and acronyms used in this Proxy Statement?
Annual Meeting | Goldman Sachs Annual Meeting of Shareholders to be held on April 26, 2023 | |
BVPS | Book Value Per Common Share | |
By-Laws | Amended and Restated By-Laws | |
CD&A | Compensation Discussion and Analysis | |
CET1 | Common equity tier one capital | |
CLO | Chief Legal Officer | |
Common Stock | Common shares of The Goldman Sachs Group, Inc. | |
CRO | Chief Risk Officer | |
EPS | Diluted Earnings Per Common Share | |
ESG | Environmental, social and governance | |
Exchange Act | U.S. Securities Exchange Act of 1934, as amended | |
Executive | Our Chief Executive Officer (CEO), our Chief Operating Officer (COO) and our Chief Financial Officer (CFO) | |
Goldman Sachs, our firm, | The Goldman Sachs Group, Inc., a Delaware corporation, and its consolidated subsidiaries | |
Governance Committee | Corporate Governance and Nominating Committee | |
GS Gives | Goldman Sachs Gives | |
HCM | Human Capital Management | |
IR | Investor Relations | |
NEO | Named Executive Officer. For 2022, our NEOs are: David Solomon, John Waldron, Denis Coleman, Philip Berlinski and Kathryn Ruemmler | |
NYSE | New York Stock Exchange | |
Peers | Our Peers consist of our U.S. Peers (Bank of America Corporation (BAC), Citigroup Inc. (C), JPMorgan Chase & Co. (JPM), Morgan Stanley (MS), The Bank of New York Mellon Corporation (BK) and Wells Fargo & Company (WFC)) and our European Peers (Barclays PLC (BARC), Credit Suisse Group AG (CS), Deutsche Bank AG (DB) and UBS Group AG (UBS)) | |
PMD | Participating Managing Director | |
Proxy Statement | Goldman Sachs Proxy Statement filed with the SEC in connection with the 2023 Annual Meeting | |
PSU | Performance-based RSU | |
PwC | PricewaterhouseCoopers LLP | |
ROE | Return on Average Common Shareholders’ Equity | |
ROTE | Return on Average Tangible Common Shareholders’ Equity | |
RSU | Restricted stock unit | |
Say on Pay Vote | Our annual advisory vote to approve NEO compensation | |
SEC | U.S. Securities and Exchange Commission | |
Shares at Risk | Shares (generally after applicable tax withholding) that are subject to transfer restrictions, which generally prohibit the sale, transfer, hedging or pledging of underlying Shares at Risk, even if the NEO leaves our firm (subject to limited exceptions) | |
SVC Awards | Shareholder Value Creation Awards | |
TSR | Total Shareholder Return, including dividends reinvested without payment of any commission | |
FREQUENTLY ASKED QUESTIONS
When and where is our Annual Meeting? We will be holding our Annual Meeting on Wednesday, April 26, 2023, at 8:30 a.m., Dallas time, at the Fairmont Dallas, located at 1717 N. Akard Street, Dallas, Texas 75201. Upon arrival, please follow Annual Meeting signage for security and entry into the meeting. How can I attend our Annual Meeting? Shareholders as of the record date and/or their authorized representatives are permitted to attend our Annual Meeting in person by following the procedures in our Proxy Statement. Our Annual Meeting is handicap accessible, and hearing devices will be available upon request. Will our Annual Meeting be webcast? Our Annual Meeting will be available through an audio-only webcast, which will be accessible to the public at www.gs.com/proxymaterials. Anyone can listen to the Annual Meeting through the webcast, but you will not be able to participate in the meeting. What is included in our proxy materials? Our proxy materials, which are available on our website at www.gs.com/proxymaterials, include:
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