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Goldman Sachs 
The Goldman Sachs Group, Inc. Annual Meeting of Shareholders Proxy Statement 20212022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Goldman Sachs
The Goldman Sachs Group, Inc. Annual Meeting of Shareholders Proxy Statement 20212022
THE GOLDMAN SACHS GROUP, INC.—NOTICE OF 20212022 ANNUAL MEETING OF SHAREHOLDERS
The Goldman Sachs Group, Inc.
200 West Street, New York, New York 10282
Notice of 20212022 Annual Meeting of Shareholders
ITEMS OF BUSINESS
∎ Item 1. Election to our Board of Directors of the
∎ Item 2.An advisory vote to approve executive compensation (Say on Pay)
∎ Item 3.
∎ Items
∎ Transaction of such other business as may properly come before our |
TIME |
8:30 a.m., New York time | ||||
DATE |
Thursday, April | |||||
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Goldman Sachs offices located at: 200 West Street New York, New York 10282 | |||||
Attendees will be
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RECORD DATE | ||||||
The close of business on the record date is when it is determined which of our shareholders are entitled to vote at our | ||||||
Your vote is important to us. Please exercise your shareholder right to vote.
In light of ongoing considerations relating to the COVID-19 pandemic, for the safety of all of our people, including our shareholders, and taking into account applicable federal, state and local guidance, we have determined that our 2021 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. Shareholders will be able to attend, vote and submit questions (both before, and for a designated portion of, the meeting) from any location via the Internet. For more information, see Frequently Asked Questions.
By Order of the Board of Directors,
Beverly L. O’Toole
Assistant Secretary
March 19, 202118, 2022
Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April 29, 2021. 28, 2022. Our Proxy Statement, 20202021 Annual Report to Shareholders and other materials are available on our website at www.gs.com/proxymaterials. By March 19, 2021,18, 2022, 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 20202021 Annual Report to Shareholders and 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 23, 2021.22, 2022. For more information, see Frequently Asked Questions.
| PROXY STATEMENT FOR THE |
TABLE OF CONTENTS
| Letter from our Chairman and CEO | ii | |||
| Letter from our Lead Director | iii | |||
| Executive Summary | 1 | |||
| 1 | ||||
| 1 | ||||
| 2 | ||||
| Corporate Governance | ||||
| 18 | ||||
| 19 | ||||
| 19 | ||||
| 21 | ||||
| 22 | ||||
| 24 | ||||
| 25 | ||||
| 25 | ||||
| 27 | ||||
| 27 | ||||
| Stakeholder Engagement | ||||
| Spotlight on Sustainability | ||||
| Compensation Matters | 35 | |||
| 35 | ||||
| 35 | ||||
| 36 | ||||
| 36 | ||||
Overview of Annual Compensation Elements | ||||
| 43 | ||||
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| 57 | ||||
| 60 | ||||
| 60 | ||||
| 61 | ||||
Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay) | ||||
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| Audit Matters | ||||
Item | ||||
| Items | ||||
| Certain Relationships and Related Transactions | ||||
| Beneficial Ownership | ||||
| Additional Information | ||||
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 business, and expense savings initiatives, and 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 our target ROE, ROTE, efficiency ratio and CET1 ratio, and how they can be achieved, and various legal proceedings or governmental investigations.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. 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, 2020.2021. Statements about Goldman Sachs’ business, savings and expense savingsother initiatives are subject to the risk that our businesses may be unable to generate additional incremental revenues or reduce expenses consistent with current expectations.
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 | | | GOLDMAN SACHS | i |
LETTER FROM OUR CHAIRMAN AND CEO
| Letter from our Chairman and CEO |
March |
Goldman Sachs
Fellow Shareholders:
I am pleased to invite you to attend the 20212022 Annual Meeting of Shareholders of The Goldman Sachs Group, Inc., which will be held virtually on Thursday, April 29, 202128, 2022 at 8:30 a.m., New York time, as described herein.at our offices in New York, New York. 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 20202021 Annual Report to Shareholders. Your vote is important to us: even if you do not plan to attend the meeting, we hope your votes will be represented.
Our Board has nominated Jessica Uhl, CFO of Royal Dutch Shell plc, for election byIncluded in the Annual Report is our shareholders at this Annual Meeting, as described in more detail in this Proxy Statement. Our Board is pleased to have a candidate of Jessica’s caliber who will further enhance the diversity of skills and experience represented on our Board. We believe she is well-positioned to provide advice and insight across a broad spectrum of topics, from strategic development to the management of climate risk. If elected by our shareholders, Jessica will join our Board and its Audit, Risk and Governance Committees in July, and we look forward to welcoming her to the Board at that time.
In our 20202021 letter to shareholders, which is included in the Annual Report,which we discuss how our people overcame immense challenges duringcame together to help the COVID-19 pandemic tofirm deliver strongexceptional results. We lay outreview the progress wewe’ve made on our three-yearstrategy, lay out our updated financial targets, as well as our other growth initiatives. And weand explain how we were ableour people navigated a dynamic market environment to grow our core businesses, diversify our products and services, and achieve significant operating expense savings by staying true to our Core Values and putting our clients first.a record year.
I would like to personally thank you for your continued support of Goldman Sachs 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
To advance sustainable economic growth and financial opportunity
OUR CORE VALUES
Partnership |
Integrity | |||
Client Service |
Excellence | |||
Our Core Values have endured for over 150 years, driven by a spirit of partnership
| PROXY STATEMENT FOR THE |
LETTER FROM OUR LEAD DIRECTOR
| Letter from our Lead Director |
March |
Goldman Sachs
To my fellow shareholders,
It is my privilege as your Lead DirectorWith our 2022 Annual Meeting approaching, I always appreciate this opportunity to once again reflect upon the last year and to share directly with you my observations on some of the most critical aspects of the work of our Board over the past year.observations.
When I wrote2021 was another active year for Goldman Sachs. The firm delivered record financial performance, announced two strategic acquisitions, added two new independent directors and began to you in March 2020, we had only begun to scratch the surface of the multifaceted challenges and complexities that 2020 would bring from the unprecedented public health crisis and the devastating economic impacts of the COVID-19 pandemic, to the focus on racial equity and injustice in the U.S. and other countries around the world, among many others.
Goldman Sachs navigated this unprecedented operating environment very well, as David Solomon, joined by the senior leaders and all the people of Goldman Sachs, responded proactively, drawing upon the firm’s Core Values and culture to prioritize the health and safety of our people and deliver unparalleled service to clients and customers. The firm also continued to emphasize its long-standing priority of making investmentsback together in our communities, from ongoing support of its 10,000 Small Businesses initiatives, including the commitment in response to the COVID-19 pandemic of up to $1.25 billion in emergency lending capital to Community Development Financial Institutions and other mission-driven lenders, and the establishment of a COVID-19 Relief Fund that contributed over $40 million to support relief efforts around the world, to the creation of a $10 million Fund for Racial Equity, which builds upon the firm’s practice of making grants in minority communities and to minority-owned businesses over the past two decades.
Each of these actions allowed the firm to deliver strong performance in 2020 and early success in executing on the firm’s long-term growth strategy.
In times of challenge and change, our role as a Board in providing independent guidance and oversight to management and the firm is more critical than ever as we seek to fulfill our fundamental role as stewards of shareholder interest, working to bring long-term value to our shareholders and serve the interests of our other stakeholders. As you would expect, our Board was highly engaged with senior management as the firm navigated the COVID-19 environment, on such issues as how to best support our people and deliver the firm for our clients and other stakeholders while managing our risks and protecting the safety and soundness of our firm.
Providing oversight of management’s development and execution of its strategic plans is core to our Board’s duties, and throughout the year we engaged with David, John Waldron and Stephen Scherr and other key leaders across the firm on our businesses and strategy. The importance of the strategy that senior management laid out at last year’s Investor Day to enhance and build the durability of the firm’s returns has been reinforced by the events of the past year, and the Board and management continue our focus on sound risk management in the execution of our strategic plan.
Management also continued its commitment to make the necessary investments, not only in our businesses and technology, but in the firm’s people. During 2020 we engaged with management on the importance of the firm’s people strategy, including our continued progress on diversity and inclusion, as well as the firm’s larger goals around attracting talent, supporting our people, sustaining our culture and broadening our impact.
Sustainability is central to our long-term success — it is top of mind for you, our shareholders, as well as for our people, our clients and our communities. To this end, our Board continues to focus on firm’s sustainable finance commitments to advance climate transition and inclusive growth, which is integrated across the work of our Board and its Committees.
person. In carrying out ourits work, our Board met actively throughout 2020,2021, with 7478 Board and committee meetings, and for me, as Lead Director, over 100an additional 55 meetings, calls and engagements with the firm and itsour people, our shareholders, regulators and other stakeholders, including meetings with shareholders representing over 25% of our shares outstanding.
The firm’s performance in 2021 was extraordinary, with records set across a variety of firmwide and divisional metrics. As a Board, we view these results as a testament to management’s ability to set out a clear strategic direction and execute on it to deliver for our shareholders, supported by the dedication and quality of our people across all levels of the organization, and creating strong momentum for the future. It would be easy in a year such as this to focus solely on these record financial results, but to do so would not be fulfilling our fundamental role as a Board as stewards of our shareholders’ interests. We have also focused on how these results were achieved— as it is through furtherance of our culture and core values, sound risk management and execution of our people strategy that we will create enduring success for our clients and our communities, and long-term sustainable value for our shareholders.
This ethos remained at the core of the work of our Board and its committees in 2021 as we engaged with David Solomon, John Waldron and the broader senior management team on the key drivers and risks relating to the execution of our strategy on a firmwide, divisional and regional level. This included regular updates on the firm’s execution priorities and organizational health, review and approval of the firm’s strategic acquisitions, the tracking of key performance indicators, and a focus on how management is driving continued progress, addressing the inevitable obstacles and planning for the next phase of the firm’s growth strategy.
Strategy, and the execution thereof, will remain top of mind for our Board in the coming year, and as David communicated during his February 2022 strategic update, the firm remains committed to its strategy to operate with a growth mindset, strengthen our businesses over the medium and long term, and produce consistent, durable returns. We believe that the firm is well-positioned to execute on its goals, and as a Board, we will continue to hold management accountable for doing so.
While driving long-term shareholder value remains a top focus, that does not diminish the importance we place on driving value for our other stakeholders as well. Sustainability – which the firm defines through its commitments to advance climate transition and inclusive growth – remained top of mind for us during 2021. Sustainability is not a buzz word for our Board or the firm, but rather encapsulates all that we do for our clients, our communities and ultimately, you, as our shareholders. Whether it be the launch of OneMillion Black Women, the issuance of the firm’s first sustainability bond, the announcement of a net zero commitment and interim decarbonization targets, or the next phase of corporate engagement programs such as 10,000 Small Businesses, sustainability considerations continue to be central to our Board and committee oversight and discussions.
We also continued to engage with management as the firm makes the necessary investments for continued growth. Importantly, this includes investing not only in our businesses and technology, but in the firm’s people. To this end, we continued our focus on the firm’s people strategy with respect to immediate tasks such as supporting our people through the ongoing pandemic and developing an appropriate return to office strategy. We are also maintaining our focus on fundamental considerations and priorities such as our continued progress around diversity, inclusion and equity, the development of the firm’s “next generation” of leaders and the firm’s broader people strategy goals around attracting and retaining talent, sustaining our culture and broadening our impact. Success in each of these areas, including the strength, depth and diversity of our leadership bench, will be paramount to our long-term success.
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | iii |
LETTER FROM OUR LEAD DIRECTOR
In this regard, the highly competitive market for talent was also a key focus during 2021. An important responsibility for our Compensation Committee and Board is putting in place an executive compensation program that appropriately reflects the firm’s pay for performance culture and provides rigorous alignment across our senior leadership team with long-term shareholder value creation. This past year we took two key actions in furtherance of this responsibility. First, we expanded the use of performance-based equity compensation for members of our Management Committee, so that our annual incentive structure is aligned across our most senior leaders. Second, we granted one-time Shareholder Value Creation Awards to David, John and the members of our Management Committee. These awards, which have a five-year performance period and rigorous TSR-based thresholds, are designed to respond to the competitive pressures we face to retain our top talent and ensure continuity in our senior leadership over the next phase of the firm’s growth strategy while also further aligning pay outcomes with long-term shareholder value creation. More information about our 2021 annual compensation decisions as well as the Shareholder Value Creations Awards is included in this Proxy Statement.
In addition, I cannot mention the firm’s leadership team without thanking Stephen Scherr for his outstanding service over his nearly three-decade long career with the firm. Our Board had the opportunity to engage with Stephen for almost a decade, as chief strategy officer, head of the then Consumer & Commercial Banking Division and most recently as Chief Financial Officer. Stephen exemplifies the firm’s core values and made lasting contributions to the firm, not the least of which includes his focus on ensuring a smooth and successful transition to Denis Coleman as Chief Financial Officer. Denis embodies the next generation of the firm’s leadership, and we look forward to working with him in his new role.
As aI emphasize to you each year, we continue our regular reviews of our Board composition, as well as our governance processes, to help ensure that our Board has an appropriate and diverse mix and balance of skills and experiences, strong independent leadership, and sound governance processes so that we also continuecan effectively carry out our responsibilities, including those described above and elsewhere in this Proxy Statement. To this end, during 2021, we welcomed two new directors to focus on enhancing our own diversity of perspectivesBoard, reviewed our leadership structure, enhanced our annual Board evaluation process and backgrounds. Our Board isreviewed our various governance policies and practices.
We were pleased to nominate for electionadd Jessica Uhl, who recently announced her retirement as CFO of Royal Dutch Shell plc. Ifplc, who was elected by shareholders at our Annual Meeting,2021 annual meeting and joined our Board in July 2021, and Kimberley Harris, Executive Vice President of Comcast Corporation and Executive Vice President and General Counsel of NBCUniversal, who was appointed to our Board in May 2021. Jessica will joinand Kim have already made strong contributions to our Board and its Audit, Riskcommittees, and Governance Committees in July 2021. As further detailed in this Proxy Statement, we nominated Jessica because we believe she will bring important experience to our Board, from financial management and complex risk management to leadership, operations and sustainability, and will further enhance the bench strength of our Audit and Risk Committees. We look forward to Jessica’s contributions totheir continued insights.
Lastly, as part of our Board.
I also want to address the 1Malaysia Development Berhad (1MDB) matter. As you are aware, during 2020, the firm resolved governmentBoard succession planning, and regulatory matters relating to 1MDB, which allows us to put the uncertainty of these investigations behind us and concentrate on self-reflection and lessons learned. As ataking into account feedback received in connection with our Board evaluation process, we have asked Mark Winkelman, who recently turned 75, to stand for re-election at our 2022 Annual Meeting for one additional term. Mark has been focused on these matters for many years, both with respect to oversightan exceptional Chair of the progress of these investigations as well as oversight of the myriad of complianceour Risk Committee, and control improvements that have been made at the firm since the time of the 1MDB transactions that enhance the firm’s focus on putting reputational risk at the center of its decision-making.
As we said in our October 2020 statement, we as a Board view the 1MDB matter as an institutional failure, inconsistent with the high expectations we have for the firm. We will continue to be focused on ensuring the proper controlsbenefited immensely from his judgment, counsel and oversight are in place. We appreciate management’s commitment to be self-critical and we will continue to hold them accountable for doing so, including through our 1MDB Remediation Special Committee, which will provide added oversight to the remediation efforts arising outdepth of the lessons of 1MDB, including an emphasis on business ethics.
Importantly, while none of the past or current members of senior management were involved in or aware of the firm’s participation in any illicit activity at the time the firm arranged the 1MDB bond transactions, our Board determined that it is appropriate in light of the findings of the government and regulatory investigations and the magnitude of the total 1MDB settlement that compensation for certain past and current members of senior management be impacted. To this end, as previously announced and as you will see described further in this Proxy Statement, we reduced the 2020 compensation that would otherwise have been paid to the Executive Leadership Team.expertise.
On behalf of our Board, I want to thank youam grateful for your ongoing support of both our Board and the firm. We know that this year has brought a multitude of challenges for our shareholders, clients and other stakeholders. We value your investment and our ongoing 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 dialogue in the year to come.
Adebayo O. Ogunlesi
Lead Director
| iv | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
EXECUTIVE SUMMARY—20212022 ANNUAL MEETING INFORMATION
This summary highlights information from our Proxy Statement for the 20212022 Annual Meeting. You should read the entire Proxy Statement carefully before voting. Please refer to our glossary in Frequently Asked Questions on page 10092 for definitions of some of the terms and acronyms we use.
20212022 Annual Meeting Information
DATE, TIME AND | 8:30 a.m., New York time Thursday, April | Goldman Sachs offices located at: 200 West Street New York, New York | ||
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RECORD DATE |
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ADMISSION |
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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 20212022 Annual Meeting
| BOARD RECOMMENDATION | PAGE | |||
Item 1. Election of Directors | FOR each director | |||
Other Management Proposals | ||||
Item 2. An Advisory Vote to Approve Executive Compensation (Say on Pay) | FOR | |||
Item 3. | ||||
| FOR | |||
Shareholder Proposals | ||||
Item 4. Shareholder Proposal Regarding Charitable Giving Reporting Requests that we list on our website the recipients of corporate charitable contributions of $5,000 or more, as well as any material limitations or restrictions placed on such contributions | AGAINST | 75 | ||
Item 5. Shareholder Proposal Regarding Requests that the Board | AGAINST | 77 | ||
Item 6. Shareholder Proposal Regarding a Requests that the Board adopt a policy committing to proactive measures to ensure that the firm’s lending and underwriting activities do not contribute to new fossil fuel development | AGAINST | 79 | ||
Item Requests that the Board | AGAINST | |||
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| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 1 |
EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS
Strategy and Performance Highlights
We encourage you to read the following Strategy and Performance Highlights as background to this Proxy Statement.
Our firm delivered extraordinary performance in 2021, a testament to the strength of our client franchise, the dedication of our people and strong progress across our strategic goals. |
The firm delivered strong performance in 2020, successfully navigating an unexpected and volatile operating backdrop to meet the needs of clients — driving the firm’s highest full-year net revenues in more than a decade — and delivering solid early progress in executing all three pillars of the firm’s strategic goals.
2020 Performance — 2021 Performance—Financial Highlights
| NET REVENUES | ||||||||||||
| $44.6 BILLION | ||||||||||||
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| Highest full-year net revenues since 2009 |
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| ROE | ROTE(a) | EPS | Standardized | |||||||||
| 11.1% | 11.8% | $24.74 | CET1 Ratio | |||||||||
| (+390 basis points | (+410 basis points | (+$9.51 Ex. Litigation) | 14.7% | |||||||||
| Ex. Litigation) |
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| Pre-Tax Earnings | Efficiency Ratio | 1-Year TSR | BVPS Growth | |||||||||
| $12.5 billion | 65.0% | 17.5% | 8.1% | |||||||||
| (-760 basis points | Year-Over-Year | |||||||||||
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Solid Early Progress in Executing on our Strategy — Committed to our Medium- and Long-Term Targets
STRATEGIC DIRECTION MEDIUM-TERM FINANCIAL TARGETS(b) 2020 PROGRESS Grow and Strengthen Existing Businesses PROFITABILITY >13% ROE >14% ROTE 11.1% ROE (+390 basis points Ex. Litigation) 11.8% ROTE(a) (+410 basis points Ex. Litigation) Higher Wallet Share across Broader Client Set FUNDING OPTIMIZATION $100 billion in deposit growth $1.0 billion in revenues $70 billion raised across channels Limited interest expense savings due to rate environment Diversify our Products and Services EFFICIENCY AND EXPENSES ~60% efficiency ratio $1.3 billion expense plan 65.0% efficiency ratio (-760 basis points Ex. Litigation) Achieved approximately half of $1.3 billion expense plan More Durable Earnings Operate More Efficiently CAPITAL 13-13.5% standardized CET1 ratio Well-positioned with CET1 ratio of 14.7% Sold or announced sale of $4 billion of gross equity investments Higher Margins and Returns
Net Revenues $59.3 billion Record full-year net revenues | EPS $59.45 Record full-year EPS | |||||
ROE 23.0% Highest since 2007 | ROTE(a) 24.3% Highest since 2009 | Pre-Tax Earnings $27.0 billion Record full-year pre-tax earnings | BVPS Growth 20.4% Year-over-Year (YoY) | |||
Standardized CET1 Capital Ratio 14.2% | Efficiency Ratio 53.8% | 1-Year TSR 47.6% | Dividend Yield 60% increase in the quarterly dividend to $2.00 per share | |||
(a) | For a reconciliation of this non-GAAP measure to the corresponding GAAP measure, please see Annex A: Calculation of Non-GAAP |
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EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS
Key Business Highlights and Progress Towards Investor Day Goals in 2020Delivering on Strategic Objectives
INVESTMENT BANKING
| GLOBAL MARKETS
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Record Net Revenues:
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Net Revenues:
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#1 Underwriting Wallet Share(b)
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Highest
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∎ Ranked #1 for 2021 in worldwide announced and completed mergers and acquisitions,
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∎ Top 3 position with
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ASSET MANAGEMENT
| CONSUMER & WEALTH MANAGEMENT
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Record Net Revenues: |
Record Net Revenues: | |||||||
Record long-term net inflows ($130 billion); Record $2.5 trillion in firmwide assets under supervision (AUS);
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∎ Significant progress in disposition of on-balance sheet equity investments (approximately $12 billion in net dispositions since 2019 year-end) ∎ Continued growth in third-party alternatives:
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| (b) | Data based on reported revenues. Total wallet includes GS, MS, JPM, BAC, C, UBS, CS, BARC |
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| 2 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS
Strong Progress Against Our Goals
STRATEGIC DIRECTION GROW AND STRENGTHEN EXISTING BUSINESSES DIVERSIFY OUR PRODUCTS AND SERVICES OPERATE MORE EFFICIENTLY JANUARY 2020 INVESTOR DAY TARGETS 2021 PROGRESS Profitability >13% ROE >14% ROTE 23.0% ROE 24.3% ROTE(a) Efficiency & Expenses ~60% efficiency ratio $1.3bn efficiency plan 53.8% efficiency ratio ~$1.0bn expense efficiencies(b) Capital 13-13.5% CET1 ratio 14.2% CET1 ratio
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| (b) | Annual run-rate expense efficiencies achieved from 2019 year-end to 2021 year-end |
Driving Continued Value For Our Shareholders
UPDATED MEDIUM-TERM(a) FIRMWIDE TARGETS ROE 14-16% ROTE 15-17% Efficiency Ratio ~60% 2024 BUSINESS TARGETS ASSET MANAGEMENT & WEALTH MANAGEMENT TRANSACTION BANKING CONSUMER 2020-2024 Organic Traditional Long-Term Net Inflows(b) 2020-2024 Gross Alternatives Fundraising Firmwide Management & Other Fees Alternatives Management Fees of which: Revenues Revenues $350bn $225bn >$10bn >$2bn ~$750mm >$4bn
| (a) | Medium-term refers to an approximately three-year time horizon |
| (b) | Traditional AUS represents fixed income and equity assets |
Clients are at the center of our firm | Well-positioned to execute given our unique competitive advantages | |||||||
Operating with a growth mindset | Track record of driving returns and unlocking shareholder value | |||||||
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 3 |
EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS
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EXECUTIVE SUMMARY—COMPENSATION HIGHLIGHTS
Compensation Highlights (see Compensation Matters, beginning on page 35)
Highlights of our 2020 compensation program, andincluding our Compensation CommitteeCommittee’s 2021 annual compensation decisions for our NEOs, are described below. It is important that you review our CD&A and compensation-related tables in this Proxy Statement for a complete understanding of our compensation program and 20202021 annual compensation decisions.
| 2020 COMPENSATION ($ IN MILLIONS) | ||||||||||
| OUR NEOS | INITIAL DETERMINATION | BOARD 1MDB REDUCTION* | FINAL | YEAR-END EQUITY-BASED AWARDS** | ||||||
David M. Solomon, Chairman and CEO | 27.5 | (10.0) | 17.5 | 10.85 (100% PSUs) | ||||||
John E. Waldron, President and COO | 25.5 | (7.0) | 18.5 | 9.99 (100% PSUs) | ||||||
Stephen M. Scherr, CFO | 22.5 | (7.0) | 15.5 | 8.19 (100% PSUs) | ||||||
John F.W. Rogers, EVP | 12.5 | N/A | 12.5 | 6.60 (50% PSUs, 50% RSUs) | ||||||
Karen P. Seymour, Former EVP & General Counsel*** | 10.0 | N/A | 10.0 | 5.10 (50% PSUs, 50% RSUs) | ||||||
Compensation reflects our pay-for-performance culture and incentivizes long-term shareholder alignment without undue emphasis on shorter-term shareholder results
| 2021 ANNUAL COMPENSATION (IN MILLIONS) | ||||||
| OUR NEOS |
COMPENSATION** ($) | |||||
YEAR-END ($) |
Equity amount at grant; PSUs subject to ongoing performance metrics (absolute | |||||
David Solomon, Chairman and CEO | 35.00 | 23.10 (100% PSUs) | ||||
John Waldron, President and COO | 33.00 | 18.69 (100% PSUs) | ||||
Stephen Scherr, CFO (Retired)* | 28.00 | 15.69 (100% RSUs) | ||||
Philip Berlinski, Global Treasurer | 17.50 | 9.84 (100% PSUs) (New) | ||||
Kathryn Ruemmler, CLO and General Counsel | 17.50 | 9.6 (100% PSUs) (New) | ||||
| * | Mr. Scherr retired as our CFO on December 31, 2021 and received his year-end equity-based awards in RSUs in light of his retirement. |
| ** |
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Strong financial performance and continued, strong progress across our strategic goals | Strong individual performance | |||||
| Extraordinary financial performance, with records across a variety of firmwide and | |||||
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| Exemplary leadership and tone at the top
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CONTINUED SUPPORT FOR | 
| Improved alignment between January 2020 Investor Day key performance indicators (KPIs) and Performance Assessment Framework
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 | Increase in allocation of NEO PSU awards (further increased for 2021 to provide 100% PSUs to Management Committee) | |||
| | Changes to PSU Peer group | |||
| | 1MDB compensation reductions | |||
| 4 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
EXECUTIVE SUMMARY—COMPENSATION HIGHLIGHTS
| SHAREHOLDER VALUE CREATION AWARDS |
| ∎ | As previously announced, the non-employee members of our Board, upon the recommendation of our independent Compensation Committee, granted Shareholder Value Creation (SVC) Awards to Messrs. Solomon and Waldron in October 2021 and more broadly to members of our Management Committee, including Mr. Berlinski and Ms. Ruemmler, in January 2022. |
| ∎ | SVC Awards address three key objectives and align the incentive structure across our most senior leaders. |
 | Align compensation with rigorous performance thresholds that drive long-term shareholder value creation
|  | Ensure leadership continuity over the next 5+ years in
» The Board believes that senior management’s leadership and vision will continue to be critical in driving the firm’s progress |  | Enhance retention in response to the increasing competition for talent in the current environment » Recent experience shows significant opportunities for our senior leadership in less traditional sectors of the financial industry |
1 2 3
| ∎ | These awards are designed to directly tie longer-term pay outcomes to shareholder value creation in a balanced manner that does not encourage imprudent risk taking. |
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| 5-year performance period with rigorous
| Relative TSR peer group consists of U.S. Peers only | |||||
| ∎ | Our Lead Director and Compensation Committee Chair engaged with shareholders representing approximately 19% of Common Stock outstanding to discuss and solicit feedback regarding the rigorous award terms. |
| ∎ | SVC Awards are not part of 2021 annual compensation and will not be awarded on a regularly recurring basis. For more information, see Compensation Matters—Compensation Discussion and Analysis—Shareholder Value Creation Awards—A More Detailed Look. |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 5 |
EXECUTIVE SUMMARY—2021 STOCK INCENTIVE PLAN HIGHLIGHTS
2021 Stock Incentive Plan Highlights (see Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2021), beginning on page 68)
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EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS
KEY FACTS ABOUT OUR BOARD
Corporate Governance Highlights (see Corporate Governance, beginning on page 9)8)
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 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 and not-for-profit sectors.
KEY BOARD STATISTICS DIRECTOR NOMINEES INDEPENDENCE OF NOMINEES 2021 MEETINGS Board 13 11 of 13 22(a) Audit 5 All 18 Compensation 5 All 10 Governance 11 All 8 Public Responsibilities 4 All 5 Risk 7 6 15 (a) Includes three meetings of the Board’s 1MDB Remediation Special Committee as well as two meetings of special transaction-related committees created by the Board in connection with the Board’s discussion and approval of the firm’s acquisitions of NNIP and GreenSky. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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FINANCIAL SERVICES INDUSTRY
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COMPLEX OR REGULATED INDUSTRIES |
RISK MANAGEMENT |
TALENT DEVELOPMENT |
TECHNOLOGY |
PUBLIC COMPANY GOVERNANCE |
AUDIT/TAX/ ACCOUNTING |
INTERNATIONAL |
KEY BOARD STATISTICS
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DIRECTOR NOMINEES(a)
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INDEPENDENCE OF NOMINEES
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2020 MEETINGS
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Board
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Audit
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| 17
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Compensation
| 4
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| 8
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Governance
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| 7
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Public Responsibilities
| 3
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Risk
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| 6 of 7
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FREQUENT ENGAGEMENT THROUGHOUT
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DIVERSITY OF NOMINEES ENHANCES BOARD PERFORMANCE
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42%
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6.3 YEARS
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25%
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NEW NOMINEES IN THE LAST 5 YEARS | MEDIAN TENURE | MEDIAN AGE | NOMINEES WHO ARE DIVERSE BY RACE, GENDER OR SEXUAL ORIENTATION
| NOMINEES WHO ARE NON-U.S. OR DUAL CITIZENS | MEDIAN TENURE | MEDIAN AGE | NOMINEES WHO ARE DIVERSE BY RACE, GENDER OR SEXUAL ORIENTATION
| NOMINEES WHO ARE NON-U.S. OR DUAL CITIZENS | ||||||||||||||||||||||||
EMPOWERED LEAD DIRECTOR WITH EXPANSIVE LIST OF ENUMERATED DUTIES | ||||||||
Key Pillars of Lead Director Role
SETS AND APPROVES AGENDA FOR BOARD MEETINGS AND LEADS EXECUTIVE SESSIONS | 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 CHAIRMAN/ MANAGEMENT | |||
For more information on our Board’s leadership structure, see page 22.
| 6 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS
DIRECTOR NOMINEES
| NAME/AGE/DIRECTOR SINCE | OCCUPATION/ CAREER HIGHLIGHTS | QUALIFICATIONS/KEY EXPERIENCE | EEO-1 DATA(a) | |||||
| David Solomon, 60 Chairman & CEO October 2018 | Chairman & CEO The Goldman Sachs Group, Inc. | ∎ Engaged and motivating leader; embodies firm culture ∎ Strategic thinker; deep business and industry expertise ∎ Primary face of our firm | White (M) | ||||
| Adebayo Ogunlesi, 68* Independent Lead Director; Chair, Governance October 2012 | Chairman & Managing Partner Global Infrastructure Partners | ∎ Strong leader; financial services industry (globally) ∎ International business and global capital markets ∎ Corporate governance | Black (M) | ||||
| Michele Burns, 64* Chair, Compensation October 2011 | Retired (Chairman & CEO, | ∎ Leadership, compensation, governance and risk expertise ∎ Human capital management and strategic consulting ∎ Accounting and the review and preparation of financial statements | White (F) | ||||
| Drew Faust, 74* July 2018 | Professor, Harvard (Retired, President, | ∎ Human capital and diversity ∎ Leadership and governance ∎ Operations and sustainability | White (F) | ||||
| Mark Flaherty, 62* December 2014 | Retired (Vice Chairman, | ∎ Investment management ∎ Perspective on institutional investors’ approach to company performance and corporate governance ∎ Risk expertise | White (M) | ||||
| Kimberley Harris, 51* May 2021 | EVP and General Counsel, NBCUniversal; EVP Comcast Corporation | ∎ Cross-disciplinary legal experience ∎ Government and regulatory affairs ∎ Public policy and reputational risk management | Multiracial: Black, White (F) | ||||
| Ellen Kullman, 66* Chair, Public Responsibilities December 2016 | President & CEO, Carbon, Inc. (Retired, Chairman & CEO, E.I. du Pont de Nemours and Company) | ∎ Leadership and strategy ∎ Corporate governance and compensation ∎ Focus on reputational risk and sustainability/ESG matters | White (F) | ||||
| Lakshmi Mittal, 71* June 2008 | Executive Chairman ArcelorMittal | ∎ Leadership, business development and operations ∎ International business and growth markets ∎ Corporate governance and international governance | Asian (M) | ||||
| Peter Oppenheimer, 59* Chair, Audit March 2014 | Retired (Senior Vice President | ∎ Capital and risk management ∎ Review and preparation of financial statements ∎ Oversight of technology and technology risks | White (M) | ||||
| Jan Tighe, 59* December 2018 | Retired (Vice Admiral, United | ∎ Technology and technology risk ∎ Strategic planning and operations ∎ Leadership and governance | White (F) | ||||
| Jessica Uhl, 54* July 2021 | CFO, Shell plc (retiring March 31, 2022) | ∎ Financial management and the review and preparation of financial statements ∎ Complex risk management ∎ Leadership, operations and sustainability | White (F) | ||||
| David Viniar, 66** January 2013 | Retired (CFO, The | ∎ Financial services industry, in particular risk management and regulatory affairs ∎ Insight into our firm’s financial reporting, controls and risk management ∎ Capital management processes and assessments | White (M) | ||||
| Mark Winkelman, 75* Chair, Risk December 2014 | Private investor | ∎ Firm knowledge; deep risk expertise ∎ Audit and financial expertise, corporate governance and leadership ∎ Financial services industry | White (M) | ||||
| * | Independent; ** Non-Employee |
| (a) | Equal Employment Opportunity (EEO-1) categories, as self-identified. |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 7 |
EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS
DIRECTOR NOMINEES
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CORPORATE GOVERNANCE—CORPORATE GOVERNANCE SNAPSHOTBEST PRACTICES
Corporate Governance SnapshotBest Practices
| ∎ | Independent Lead Director with expansive duties, including setting Board agendas |
| ∎ | Regular executive sessions of independent and non-employee directors |
| ∎ | CEO evaluation processconducted by our Lead Director with our Governance Committee |
| ∎ | Independent director focus on executive succession planning |
| ∎ | Comprehensive process for Board refreshment, including a focus on diversity and on succession for Board leadership positions |
| ∎ | Annual Board and Committee evaluations, which incorporate feedback on individual director performance (enhanced in |
| ∎ | Candid, one-on-one discussions between our Lead Director and each non-employee director supplementing formal evaluations |
| ∎ | Active, year-round shareholder engagement process, whereby we, including our Lead Director, meet and speak with our shareholders and other key stakeholders |
| ∎ | Board and Committee oversight of sustainability and other environmental, social and governance matters |
| ∎ | Directors may contact any employee of our firm directly, and our Board and its Committees may engage independent advisors at their sole discretion |
| ∎ | Annual elections of all directors (i.e., no staggered board) |
| ∎ | Proxy access right for shareholders, which right was adopted proactively after engagement with shareholders. In addition, shareholders are welcome to continue to recommend director candidatesfor consideration by our Governance Committee |
| ∎ | Majority voting with resignation policyfor directors in uncontested elections |
| ∎ | Shareholders holding at least 25% of our outstanding shares of Common Stock can call a special meeting of 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 |
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BOARD EFFECTIVENESS WORKING DYNAMICS Candid discussions Open access to management & information Focus on reputation BOARD COMPOSITION Broad range of skills & experiences Independence Diversity Regular refreshment BOARD STRUCTURE Strong Lead Director role 5 standing Committees All independent directorsIndependent Directors on Governance Committee GOVERNANCE PRACTICES Candid self-evaluation Oversight of CEO/ management performance with assessment framework Board/management succession planning BOARD EFFECTIVENESS YEAR-ROUND ENGAGEMENT Broad range of stakeholders Proactive outreach Responsiveness to areas of focus 20202021 FIRM & BOARD ENGAGEMENT IR meetings with >35% Common Stock Lead Director and/or our compensation committee chairCompensation Committee Chair met with >25% Common Stock RANGE OF TOPICS Corporate governance Firm performance Strategic priorities/goals Risk management Culture & conduct Sustainability FEEDBACK PROVIDED Stakeholder feedback informs Board/Committee discussions and decisions ACTIVE ENGAGEMENT Strategic priorities/goals Risk management Culture & conduct
| 8 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
| Proposal | ||||
What is being voted on:Election to our Board of
Board recommendation:After a review of the individual qualifications and experience of each of our director nominees and his or her contributions to our Board,
| ||||
New Independent Director NomineeUpdates About Our Board
Our Board is pleasedwelcomed two new independent directors during 2021. Jessica Uhl was elected by shareholders at our 2021 Annual Meeting and joined our Board and our Audit, Governance and Risk Committees on July 1, 2021, and Kimberley Harris was appointed to nominate for election Jessica R. Uhl.our Board and our Compensation, Governance and Public Responsibilities Committees on May 24, 2021. Ms. UhlHarris was recommended to our Lead Director and to our Governance Committee by a non-executive employee and our independent director search firm,firm. Both Ms. Uhl and we believe she willMs. Harris bring important insight and significant experience to ourthe Board and its Committees significant experience as described in her biography below. If elected by our shareholders, Ms. Uhl will join our Board and its Audit, Governance and Risk Committees on July 1, 2021,their biographies below, and we look forward to their continued contributions.
In addition, as part of our ongoing Board succession planning and after conducting the requisite review pursuant to our Corporate Governance Guidelines, which provide that a director will typically retire at the annual meeting following his or her contributions.75th birthday, our Board has asked Mark Winkelman, who recently turned 75, to stand for re-election at our 2022 Annual Meeting for one additional term, and to continue to serve as the Chair of our Risk Committee. In particular, this review took into account the strong individual feedback that Mr. Winkelman received in connection with our annual Board evaluation process, including his exceptional service as Chair of our Risk Committee.
For more information on our processes for Board refreshment, see —Structure of our Board and Governance Practices—Year-Round Review of Board Composition.
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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CORE QUALIFICATIONS AND | ||||||
| Demonstrated | |||||
Strategic thinking | Leadership & expertise in their respective fields | |||||
Involvement in educational, charitable |
Extensive experience across public, private | |||||
| Reputational focus | |||||
DIVERSITY OF SKILLS AND EXPERIENCES | ||||||||||
Risk Management | All directors | Complex/regulated industries | All directors | International experience/ established & growth markets | 12 directors | |||||
Public company/ corporate governance | 9 directors | Sustainability/ESG | 8 directors | Human capital management, including diversity/talent development | 7 directors | |||||
Technology/cyber threat | 5 directors | Financial services industry | 5 directors | Audit/tax/accounting/ preparation of financial statements | 4 directors | |||||
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 9 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Further to those skills and experiences highlighted above, our directors 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, academia, philanthropy and the military.
Diversity is an important factor in our consideration of
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OUR NOMINEES(a)
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| 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 to re-nominate an incumbent director.
Diversity is also considered as part of the annual Board evaluation.
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1 INDIAN DESCENT
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1 CAREER MILITARY SERVICE
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3 NON-U.S. OR DUAL CITIZENS
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(a)
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Director Tenure: A Balance of Experience
Our nominees have an average tenure of approximately 6.4 years and a median tenure of approximately 7.3 years. This experience balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors.
No. of Nominees <5 YEARS 5 NOMINEES 5-10 YEARS 6 NOMINEES 10+ YEARS 2 NOMINEES 7.3 years median tenure Years of Experience 0 1 2 3 4 5 6
| 10 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Director Tenure: A Balance of Experience
Our nominees have a median tenure of approximately 6.3 years. This experience balances the institutional knowledge of our longer-tenured directors with the fresh perspectives brought by our newer directors.
No. of Nominees 6 5 4 3 2 1 0 <5 YEARS 5 NOMINEES 5-10 YEARS 6 NOMINEES 6.3 years median tenure 10+ YEARS 1 NOMINEE Years of Experience
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 with re-nomination decisions.
In considering whether to recommend re-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’s judgment, skills, qualifications and experience (including that gained due to
∎ Feedback from the annual Board evaluation and related individual discussions between each
∎ Attendance and participation at, and preparation for, Board and Committee meetings;
∎ Independence;
∎ The extent to which the director
∎ 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 interest.
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Each of our director nominees has been recommended for election by our Governance Committee and approved and nominated for election by our Board.
If elected by our shareholders, our director nominees, whoall of whom are currently members of our Board, will serve for a one-year term expiring at our 2022 Annual Meeting of Shareholders. Ms. Uhl, who has been nominated by our Board for election by our shareholders at this Annual Meeting, will, if so elected, serve a term beginning on July 1, 2021 and expiring at our 20222023 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 see Frequently Asked Questions.
Biographical information about our director nominees follows. This information is current as of March 1, 2021February 28, 2022 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 director nominees and executive officers.
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 11 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
David
Chairman and CEO
Director Since: October 2018
Other U.S.-Listed Company
∎ Current: None ∎ Former (Past 5 Years): None
| KEY EXPERIENCE AND QUALIFICATIONS | |||||||||||
∎ Engaged and motivating leader who embodies our firm’s culture: With over 20 years of leadership roles at our firm, he leverages firm-specific and industry knowledge to lead the firm and its people, ∎Strategic thinker with deep business and industry expertise: Utilizes deep familiarity with all aspects of the firm’s businesses, including from his experience as President and Chief Operating Officer, to develop, articulate and lead the execution of the firm’s strategic vision, assess attendant risks and guide the firm’s growth, in each case providing his insights to our Board and keeping directors apprised of significant developments in our business and industry ∎Actively engagedwith 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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CAREER HIGHLIGHTS
∎ Goldman Sachs » Chairman (January 2019 – Present) and Chief Executive Officer (October 2018 – Present)
» President and Chief or Co-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)
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
∎ ∎ Member, Board of Directors, Robin Hood Foundation ∎ Member, Executive Committee, Partnership for New York City ∎Member, Board of Trustees, NewYork-Presbyterian Hospital
EDUCATION
∎ Graduate of Hamilton College | |||||||||||
Adebayo
Independent Lead Director
Director Since: October 2012
GS Committees
∎ Governance (Chair) ∎Ex-officiomember:
» Audit
» Compensation
» Public Responsibilities
» Risk
Other U.S.-Listed Company
∎ Current: Callaway Golf ∎ Former (Past 5 Years): None | KEY EXPERIENCE AND QUALIFICATIONS | |||||||||||
∎ Strong leader with global experience in the financial services industry: Founder, Chairman and Managing Partner of Global Infrastructure Partners and a former executive of Credit Suisse with over 25 years of leadership experience in the financial services industry, including investment banking and private equity ∎ International business and global capital markets experience, including emerging ∎ Broad board and governance expertise:Service on the boards of directors and board committees of other public companies and not-for-profit entities, and, in particular, as chair or former chair of the nominating and corporate governance committees at each of Callaway Golf and Kosmos Energy, provides additional governance perspective | ||||||||||||
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CAREER HIGHLIGHTS
∎ Chairman and Managing Partner, Global Infrastructure Partners, a private equity firm that invests worldwide in infrastructure assets in the energy, transport, water and waste industry sectors (July 2006 – Present) ∎ 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)
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
∎ 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
EDUCATION
∎ Graduate of Oxford University, Harvard Business School and Harvard Law School
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| 12 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Independent
Director Since: October 2011
GS Committees
∎ Compensation (Chair) ∎ Governance ∎ Risk
Other U.S.-Listed Company
∎ Current: Anheuser-Busch ∎ Former (Past 5 Years): | KEY EXPERIENCE AND QUALIFICATIONS | |||||||||||||||||
∎ Leadership, compensation, governance and risk expertise: Leverages current and former service on the boards of directors and board committees (including compensation committees) of other public companies and not-for-profit entities ∎ Human capital management and strategic consulting: Background gained as former CEO of Mercer LLC ∎ Accounting and the review and preparation of financial statements: Garnered expertise as former CFO of several global public companies | ||||||||||||||||||
| | 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
∎ 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)
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Drew
Independent
Director Since: July 2018
GS Committees
∎ Compensation ∎ Governance ∎ Public Responsibilities
Other U.S.-Listed Company
∎ Current: None ∎ Former (Past 5 Years): | KEY EXPERIENCE AND QUALIFICATIONS | |||||||||||||||||
∎ Human capital and diversity: As former President of Harvard University, well-positioned to provide insight on the firm’s strategies relating to diversity, recruiting and retention ∎ Leadership and governance: Current and prior service on the boards of directors of public and/or not-for-profit entities provides additional perspective on governance ∎ Operations and sustainability: During her tenure at Harvard University she, among other things, broadened the university’s international reach, promoted collaboration across disciplines and administrative units and developed and implemented various sustainability initiatives, including Harvard’s Climate Action Plan
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| | | CAREER HIGHLIGHTS
∎ Harvard University » President Emeritus (July 2018 – Present) and Arthur Kingsley Porter University Professor (January 2019 – Present)
» President (July 2007 – June 2018)
» Lincoln Professor of History (January 2003 – December 2018)
» Founding Dean, Radcliffe Institute for Advanced Study (January 2001 – July 2007)
∎ University of Pennsylvania (1975 – 2000); various faculty positions including as the Annenberg Professor of History and the Director of the Women’s Studies Program
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
∎ Member, Educational Advisory Board, John Simon Guggenheim Memorial Foundation ∎ Member, American Academy of Arts & Sciences ∎ Member, The MIT Corporation ∎ Former Member, Board of Directors, The Broad Institute Inc. ∎ Former Member, Board of Directors, Harvard Management Company Inc.
EDUCATION
∎ Graduate of Bryn Mawr College and the University of Pennsylvania (Masters and Ph.D.)
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| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 13 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Mark
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 | |||||||||||
∎ Investment management: 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 ∎ Risk | ||||||||||||
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
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Kimberley Harris, 51 Independent Director Since: May 2021 GS Committees ∎Governance ∎Compensation ∎Public Responsibilities Other U.S.-Listed Company ∎Current: None ∎Former (Past 5 Years): None | 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) »White House Counsel’s Office, 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 | ||||||||||||
| 14 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Ellen
Independent
Director Since: December 2016
GS Committees
∎ Public Responsibilities (Chair) ∎ Compensation ∎ Governance
Other U.S.-Listed Company
∎ Current: Amgen Inc.; Dell ∎ Former (Past 5 Years): | KEY EXPERIENCE AND QUALIFICATIONS | |||||||||||
∎ Leadership and strategy: ∎ Corporate governance and compensation: 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 » President and CEO (November 2019 – Present) ∎ 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
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CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Lakshmi
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 Chief Executive Officer 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 ∎ 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 | ||||||||||||
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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
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| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 15 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Peter Oppenheimer,
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. ∎ 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 (2004 – June 2014)
» Senior Vice President and Corporate Controller (2002 – 2004)
» Vice President and Corporate Controller (1998 – 2002)
» Vice President and Controller, Worldwide Sales (1997 – 1998)
» 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)
EDUCATION
∎ Graduate of California Polytechnic State University and the Leavey School of Business, University of Santa Clara | |||||||||||
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Jan
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 and 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 as 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
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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.)
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| 16 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Jessica
Independent
Director
GS Committees
∎ Audit ∎ Governance ∎ Risk
Other U.S.-Listed Company Directorships
∎ Current: ∎ Former (Past 5 Years): None | KEY EXPERIENCE AND QUALIFICATIONS | |||||||||||
∎ Financial management and the review and preparation of financial statements: Leverages global finance experience, including ∎ Complex risk management: Valuable perspective on the management of complex financial and non-financial 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
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CAREER HIGHLIGHTS
∎ » Chief Financial Officer (March 2017 –
» 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
∎ Member, Finance and Tax Working Group (CFO Task Force), European Roundtable for Industry
∎ Member, Main Committee, The 100 Group ∎ Member, CFO Network, World Business Council for Sustainable Development (WBCSD)
EDUCATION
∎ Graduate of the University of California, Berkeley and INSEAD
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|
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
David
Non-Employee
Director Since: January 2013
GS Committees
∎ Risk
Other U.S.-Listed Company Directorships
∎ Current: ∎ Former (Past 5 Years): None | KEY EXPERIENCE AND QUALIFICATIONS | |||||||||||
∎ Financial services industry, in particular risk management and regulatory affairs: ∎ Insight 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 ∎ Capital management processes and assessments: Experience gained through serving as our CFO for over 10 years | ||||||||||||
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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
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| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 17 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
INDEPENDENCE OF DIRECTORS
Mark
Independent
Director Since: December 2014
GS Committees
∎ Risk (Chair) ∎ Audit ∎ Governance
Other U.S.-Listed Company Directorships
∎ Current: None ∎ Former (Past 5 Years): None | KEY EXPERIENCE AND QUALIFICATIONS | |||||||||||
∎ Knowledge about our firm ∎ Audit and financial expertise, corporate governance and leadership:Leverages prior service on the board of directors and the audit and finance committees of Anheuser-Busch InBev and service on the boards of directors and audit, finance and other committees of not-for-profit entities ∎ Financial services industry:Experience gained through his role as operating partner at J.C. Flowers and through other industry experience | ||||||||||||
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CAREER HIGHLIGHTS
∎ Private investor (Present) ∎ Operating Partner, J.C. Flowers & Co., a private investment firm focusing on the financial services industry (2006 – 2008) ∎ Goldman Sachs » Retired Limited Partner (1994 – 1999)
» Management Committee Member and Co-Head of Fixed Income Division (1987 – 1994)
» Various positions at the firm, including Head of J. Aron Division (1978 – 1987) ∎ Senior Investment Officer, The World Bank (1974 – 1978)
OTHER PROFESSIONAL EXPERIENCE AND COMMUNITY INVOLVEMENT
∎ Director, Goldman Sachs International ∎ Trustee Emeritus, Penn Medicine ∎ Trustee Emeritus, University of Pennsylvania
EDUCATION
∎ Graduate of Erasmus University in the Netherlands and The Wharton School, University of Pennsylvania
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CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
INDEPENDENCE OF DIRECTORS
| ||||
Our Board determined, upon the recommendation of our Governance Committee, that Ms. Burns, Dr. Faust, Mr. Flaherty, Ms. Harris, Ms. Kullman, Mr. Mittal, Mr. Ogunlesi, Mr. Oppenheimer, Vice Admiral Tighe, Ms. Uhl and Mr. Winkelman are “independent” within the meaning of NYSE rules and our Policy Regarding Director Independence (Director Independence Policy). Furthermore, our Board has determined that all of our independent
| ||||
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 Director Independence 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 and not-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 us to, relevant entities affiliated with our directors or nominees (or their immediate family members) as a result of ordinary course transactions or contributions to not-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, see Annex B: Additional Details on Director Independence.
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| 18 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
OUR BOARD COMMITTEES
Structure of our Board and Governance Practices
BOARD OF CHAIRMAN AND CEO: DAVID SOLOMON; LEAD DIRECTOR: ADEBAYO OGUNLESI
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AUDIT COMMITTEE | COMPENSATION COMMITTEE | GOVERNANCE COMMITTEE | PUBLIC
| RISK COMMITTEE | ||||
| 5 Members: | 7 Members: | |||||||
All Independent
| All Independent
| All Independent
| All Independent
| 6 Independent
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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 deep focus on Committee matters.
Each of our Committees:
| ∎ | Operates pursuant to a written charter (available on our website at www.gs.com/charters) |
| ∎ | Evaluates its performance annually |
| ∎ | Reviews its charter annually |
The firm’s reputation is of critical importance. In fulfilling their duties and responsibilities, each of our standing Committees and our Board considers the potential effect of any matter on our reputation.
|
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 has met twice to datethree times in 2021 and will reportreports periodically to the Board concerning its activities.
AUDIT
| ||||||
ALL INDEPENDENT |
KEY SKILLS & EXPERIENCES |
KEY RESPONSIBILITIES | ||||
| Peter Oppenheimer* Mark Flaherty Jan Tighe Jessica Mark Winkelman
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’ qualification, independence and performance, internal audit function performance and internal controls over financial reporting ∎ 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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Multiple members of our Audit Committee, including the Chair, have been determined to be “audit committee financial experts.” |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 19 |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
OUR BOARD COMMITTEES
COMPENSATION
| ||||||
ALL INDEPENDENT |
KEY SKILLS & EXPERIENCES |
KEY RESPONSIBILITIES | ||||
 
| Michele Burns Drew Faust Kimberley Harris Ellen Kullman
Adebayo Ogunlesi (ex-officio) | ∎ Setting of executive compensation ∎ Evaluation of ∎ Human capital management, including diversity | ∎ 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 | |||
GOVERNANCE
| ||||||
ALL INDEPENDENT |
KEY SKILLS & EXPERIENCES |
KEY RESPONSIBILITIES | ||||
 
| Adebayo Ogunlesi Michele Burns Drew Faust Mark Flaherty Kimberley Harris Ellen Kullman Lakshmi Mittal Peter Oppenheimer Jan Tighe Jessica Mark Winkelman | ∎ 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 non-employee director compensation and make recommendations to our Board with respect thereto | |||
PUBLIC RESPONSIBILITIES
| ||||||
ALL INDEPENDENT |
KEY SKILLS & EXPERIENCES |
KEY RESPONSIBILITIES | ||||
 
| Ellen Kullman Drew Faust Kimberley Harris Lakshmi Mittal
Adebayo Ogunlesi (ex-officio) | ∎ Reputational risk ∎ ∎ Government and ∎ 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 | |||
RISK
| ||||||
MAJORITY INDEPENDENT |
KEY SKILLS & EXPERIENCES REPRESENTED |
KEY RESPONSIBILITIES | ||||
 
| Mark Winkelman Michele Burns Mark Flaherty Peter Oppenheimer Jan Tighe Jessica David Viniar
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 | |||
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| 20 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
BOARD AND COMMITTEE EVALUATIONS
BOARD AND COMMITTEE EVALUATIONS
|
Board and Committee evaluations play a critical role in ensuring 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 annually conducts aan annual self-evaluation.
20202021 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 QUESTIONNAIRE Provides director feedback on an unattributed basis; feedback from questionnaire informs one-on-one and closed session discussions (format enhanced in 2021 to help further elicit feedback on Board/Committee performance) ONE-ON-ONE DISCUSSIONS One-on-one discussions betweenEach director interviewed by Secretary to the Board to provide feedback on director performance, the results of which are relayed to our Lead Director and(added in 2021 to help further elicit individual director feedback). Our Lead Director then has one-on-one discussions with each non-employee director, provide furtherwhich provides an opportunity for candid discussion regarding individual feedback and an additional forum to solicit additional feedback as well as to provide individualfurther 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 Examples include changes to Committee structure, additional presentations on various topics, evolution of director skill sets, refinements to meeting materials and presentation format, additional Audit and Risk Committee meetings and additional opportunities for exposure to "next generation" leaders of the firm ONGOING FEEDBACK Directors provide ongoing, real-time feedback outside of the evaluation process Topics considered during the Board and Committee evaluations include: DIRECTOR PERFORMANCE Individual director performance (format enhanced in 2020 to help further elicit individual feedback) Lead Director (in that role) Chairman of the Board (in that role) Each Committee 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 and effectiveness of closed sessions 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 Oversight of reputation 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
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 21 |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
|
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 Chairman is not an independent director, our independent directors will appoint an independent Lead Director. |
KEY COMPONENTS OF REVIEW
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CHAIRMAN-CEO & LEAD DIRECTOR RESPONSIBILITIES |
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POLICIES & PRACTICES TO ENSURE STRONG INDEPENDENT BOARD OVERSIGHT |
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SHAREHOLDER FEEDBACK & VOTING RESULTS REGARDING BOARD LEADERSHIP |
| FIRM PERFORMANCE |
| TRENDS & DEVELOPMENTS REGARDING LEADERSHIP STRUCTURE | ||||||||
In December 2020,2021, 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 consideredconsiders feedback on the Chairman of the Board received in connection with the Board evaluation.
As a result of this review, our Governance Committee determined that continuing to have Mr. Solomon serve as both Chairman and CEO — CEO—working together with a strong independent Lead Director — Director—is the most effective leadership structure for our Board and our firm at this time.
Ultimately, we believe that our current leadership structure, together with strong governance practices, creates a productive relationship between our Board and management, including strong independent oversight that benefits our shareholders.
We will continue to conduct Board leadership assessments annually. If at any time our Governance Committee determines it would be appropriate to appoint an independent Chairman, it will not hesitate to do so.
BENEFITS OF A COMBINED ROLE
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| ∎ | A combined Chairman-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 |
| ∎ | Our CEO has extensive knowledge of all aspects of our current business, operations and risks, which he brings to Board discussions as Chairman. |
»A combined Chairman-CEO can serve as a knowledgeable resource for independent directors both at and between Board meetings. |
» | Combining the roles at our firm has been effective in promulgating strong and effective leadership of the firm, particularly in times of economic challenge and regulatory change affecting our industry (including the |
EMPOWERED LEAD DIRECTOR WITH EXPANSIVE LIST OF ENUMERATED DUTIES
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Key Pillars of Lead Director Role
SETS AND APPROVES AGENDA FOR BOARD MEETINGS AND LEADS EXECUTIVE SESSIONS |
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 CHAIRMAN/ MANAGEMENT |
| 22 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
BOARD LEADERSHIP STRUCTURE
Powers and Duties of our Independent Lead Director
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∎ Provides independent leadership
∎ Sets agenda for Board meetings, working with our Chairman (including adding items to and approving the agenda) and approving the form and type of related materials, as well as reviewing and concurring in the agendas for each Committee meeting
∎ Approves the schedule for Board and committee meetings
∎ Presides at executive sessions of the independent directors
∎ Calls meetings of the Board, including meetings of the independent directors
∎ Presides at each Board meeting at which the Chairman is not present
∎ Engages with the independent directors and non-employee directors at and between Board and Committee meetings, including:
» to identify matters for discussion, including for discussion at executive sessions of the independent directors
» to facilitate communication with the Chairman (as set forth below)
» one-on-one engagement regarding the performance and functioning of the collective | Board, individual director performance and other matters as appropriate
| ∎ Serves as an advisor to the Chairman, including by:
» engaging with the Chairman between Board meetings
» facilitating communication between the independent directors and the Chairman, including by presenting the Chairman’s views, concerns and issues to the independent directors as well as assisting with informing or engaging non-employee directors, as appropriate
» raising to the Chairman views, concerns and issues of the independent directors, including decisions reached, and suggestions made, at executive sessions, in each case as appropriate
∎ Oversees the Board’s governance processes, including Board evaluations, succession planning and other governance-related matters
∎ Leads the annual CEO evaluation
∎ Meets directly with management and
∎ Consults and directly communicates with shareholders and other key constituents, as appropriate
|
STRONG GOVERNANCE PRACTICES SUPPORT
INDEPENDENT BOARD OVERSIGHT
|
STAKEHOLDER FEEDBACK & ENGAGEMENT | |
∎ Experienced independent directors,
∎ Independent and engaged Chairs of all standing Committees
∎ Regular executive sessions of independent directors chaired by Lead Director supplemented by additional sessions of non-employee directors without management present
∎ All directors may suggest inclusion of additional subjects on agendas and any director may call an executive session
∎ Annual Board and Committee evaluations that include feedback on individual director performance
∎ Independent director participation and oversight of key governance processes, such as CEO performance, executive compensation and succession planning
∎ All directors free to contact any employee of
∎ Our Chairman and CEO and our Lead Director meet and speak with each other regularly about our Board and our firm |
∎ We have generally received positive stakeholder feedback on the nature of our Lead Director role and our annual leadership structure review
» In considering the strength of our Board leadership structure, many investors cite our Lead Director’s expansive list of enumerated duties, extensive engagement with shareholders and the insight into
∎ Our Lead Director, Adebayo Ogunlesi, has engaged with the firm’s shareholders and other key stakeholders, including our regulators, to discuss a variety of topics, including our Board leadership structure and his responsibilities as Lead Director, Board effectiveness, compensation, the Board’s independent oversight of strategy, culture and Board and management succession planning
» In |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 23 |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
YEAR-ROUND REVIEW OF BOARD COMPOSITION
Our Governance Committee seeks to build and maintain an effective,
well-rounded, financially literate and diverse Board that operates
in an atmosphere of candor and collaboration.
| ||||||
In identifying and recommending director candidates, our Governance Committee places primary emphasis on the criteria set forth in our Corporate Governance Guidelines, including: | ||||||
∎ Judgment, character, expertise, skills and knowledge useful to the oversight of our business; | ||||||
∎ Diversity of viewpoints, backgrounds, work and other experiences and other demographics; | ||||||
∎ Business or other relevant experience; and | ||||||
∎ The extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other members of our Board will build a strong and effective Board that is collegial and responsive to the needs of our firm.
| ||||||
Board Process for Identification and Review of Director Candidates to Join Our Board
INDEPENDENT DIRECTORS SHAREHOLDERS INDEPENDENT SEARCH FIRMS OUR PEOPLE CANDIDATE POOL IN-DEPTH REVIEW Screen Qualifications Consider Diversity Review Independence and Potential Conflicts Meet with Directors Consider Skills/Matrix RECOMMEND SELECTED CANDIDATES FOR APPOINTMENT TO OUR BOARD FIVE5 NEW DIRECTOR NOMINEES IN LAST FIVE YEARS MEDIAN NOMINEE TENURE OF ~6.37.3 YEARS
Identifying and recommending individuals for nomination, election or re-election to our Board is a principal responsibility of our Governance Committee. The Committee carries out this function through an ongoing, year-round process, which includes the Committee’s annual evaluation of our Board and individual director evaluations. Each director and director candidate is evaluated by our Governance Committee based on his or her individual merits, taking into account our firm’s needs and the composition of our Board.
To assist in this evaluation, the Committee utilizes as a discussion tool a matrix of certain skills and experiences that would be beneficial to have represented on our Board and on our Committees at any particular point in time. For example, the Committee is focused on what skills are beneficial for service in key Board positions, such as Lead Director and Committee Chairs, and conducts a succession planning process for those positions.
Our Governance Committee welcomes candidates recommended by shareholders and will consider these candidates in the same manner as other candidates. Shareholders wishing to submit potential director candidates for consideration by our Governance Committee should follow the instructions in Frequently Asked Questions.Questions.
| 24 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
DIRECTOR EDUCATION
Director education about our firm and our industry is an ongoing process, which begins when a director joins our Board.
Upon joining our Board, new directors are provided with a comprehensive orientation about our firm, including our business, strategy and governance. For example, new directors (including Ms. Uhl and Ms. Harris during 2021) typically meet with senior leaders covering each of our revenue-producing divisions and regions, as well as with senior leaders from key control-sidecontrol, finance and operating functions.
New directors will also undergo in-depth training onparticipate in orientation sessions covering the workresponsibilities and key areas of focus of each of ourthe Board’s Committees, such as Audit and Risk Committee orientation sessions with our CFO, Controller, Treasurer and CRO, as well as a session with the Director of Internal Audit. Committees.
Additional training is also provided when a director assumes a leadership role, such as becoming a Committee Chair.
Board and Committee presentations, roundtables, regular communications and firm and other industry events help to keep directors appropriately apprised of key developments in our businesses and in our industry, including material changes in regulation, so that they can carry out their oversight responsibilities.
Commitment of our Directors — 2020Directors—2021 Meetings
Our Board and its Committees met frequently in 2020, with Board meetings increasing from 12 in 2019 to 23 in 2020 due to the 2020 operating environment.2021.
MEETINGS
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Board
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Audit
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Compensation
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Governance
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Public Responsibilities
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5
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Risk
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Executive Sessions of Independent Directors without Management(b)
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Additional Executive Sessions of Non-Employee Directors without Management(c)
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| (a) | Includes |
| (b) | Chaired by our Lead Director. |
| (c) | Led by our Lead Director or other independent Committee Chairs. |
Each of our current directors attended over 75% (the threshold for disclosure under SEC rules) of the meetings of our Board and the Committees on which he or she served as a regular member during 2020.2021. Overall attendance at Board and Committee meetings during 20202021 was over 99%98% for our directors as a group.
We encourage our directors to attend our annual meetings. All of our current directors then in office attended the 20202021 Annual Meeting, which was held virtually.
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 25 |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
COMMITMENT OF OUR BOARD
Commitment of our Directors — Directors—Beyond the Boardroom
Engagement beyond the boardroom provides our directors with additional insights into our businesses, risk management and industry, as well as valuable perspectives on the performance of our firm, our CEO and other members of senior management.
| ||||
The commitment of our directors extends well beyond preparation for, and attendance at, regular and special meetings.
| ||||
|
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ONGOING COLLABORATION
Frequent interactions with each |
STAKEHOLDER ENGAGEMENT
Regular engagement with key and
|
REGULARLY INFORMED
Receive and review postings on |
Our Lead Director and Committee Chairs provide additional independent leadership outside the boardroom. | ||||||
∎ For example, each Chair sets the agenda for his or her respective Committee meetings, and reviews and provides feedback on the form and type of related materials, in each case taking into account whether
∎ In addition, our Lead Director also sets the Board agenda (working with our Chairman) and approves the form and type of related materials. Our Lead Director also approves the schedule of Board and Committee meetings, taking into account whether there is sufficient time for discussion of all agenda items at each Board and Committee meeting. | ||||||
In carrying out their leadership roles during
| ||||||
LEAD DIRECTOR Adebayo Ogunlesi
|  | Includes meetings with, as applicable: CEO, COO, CFO, Secretary to the Board, General Counsel, CRO, Director of Internal Audit and other key Internal Audit employees, Controller, Global Head of HCM, Director of Investor Relations, Global Head of Executive Compensation, Global Head of Corporate Engagement, Chief Information Security Officer, Co-Chief Information Officer, Shareholders, Regulators, Independent Compensation Consultants, Director Search Firm, Independent Auditors
| ||||||||||
| OVER | |||||||||||
COMMITTEE CHAIRS Audit – Peter Oppenheimer Compensation – Michele Burns Public Responsibilities – Ellen Kullman Risk – Mark Winkelman
| ||||||||||||
| OVER | |||||||||||
| 26 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
Our Board discusses and receives regular updates on a wide variety of matters affecting our firm. Our Board is responsible for, and committed to, the oversight of the business and affairs of our firm. In carrying out this responsibility, our Board, working with and through its Committees, as applicable, discusses and receives regular updates on a wide variety of matters affecting our firm.
Our reputation is a core consideration, as is a focus on the firm’s culture, as our Board advises our senior management to help drive success for our clients and our communities in order to create long-term, sustainable value for our shareholders. Central to this is our Board’s oversight of management’s efforts to ensure that the firm’s cultural expectations are appropriately communicated and embraced throughout the firm.
STRATEGY RISK MANAGEMENT CEO PERFORMANCE EXECUTIVE SUCCESSION PLANNING FINANCIAL PERFORMANCE & REPORTING CULTURE & core values CONDUCT people STRATEGY CONSIDERATION OF OUR REPUTATION UNDERSCORES OUR BOARD AND COMMITTEE OVERSIGHT
STRATEGY CEO PERFORMANCE FINANCIAL PERFORMANCE & REPORTING CONDUCT PEOPLE STRATEGY RISK MANAGEMENT EXECUTIVE SUCCESSION PLANNING CULTURE & CORE VALUES SUSTAINABILITY
| STRATEGY
| |||||
∎ Our Board oversees and provides advice and guidance to senior management on the formulation and implementation of the firm’s strategic plans, including the development of growth strategies by our senior management team. | ||||||
» This occurs year-round through presentations and discussions covering firmwide, divisional and regional strategy, business planning and growth initiatives, both during and outside Board meetings. | ||||||
| ||||||
∎ Throughout | ||||||
» This took various forms, ranging from high-level discussions regarding strategic direction, reviews of existing and new business initiatives
» The Board’s 2021 review and approval of the firm’s acquisitions of NNIP and GreenSky is an example of the Board’s year-round engagement with senior management and the control side on the firm’s strategy and resulted from the ongoing discussion and consideration of organic and inorganic opportunities to advance the firm’s strategic goals. » Discussions are focused on the quality and diversity of our people as well as alignment with our goal of long-term value creation for our shareholders and underscored by considerations such as risk management, culture and reputation. | ||||||
∎ Our Board will continue to receive regular updates from, and provide advice to, management as they execute on the firm’s strategy.
| ||||||
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 27 |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
| RISK MANAGEMENT
| |||||||||||||||
∎ In the normal course, our firm commits capital and otherwise incurs risk as an inherent part of serving our clients’ needs. Our intention is to manage risks or, where possible, to mitigate them. In doing so, we endeavor not to undertake risks that could materially impair our firm, including our capital and liquidity position, ability to generate revenues and reputation. | ||||||||||||||||
∎ Management is responsible for the day-to-day identification, assessment and monitoring of, and
| ||||||
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
REPUTATIONAL RISK MANAGEMENT
BOARD RISK MANAGEMENT OVERSIGHT INCLUDES:
∎ Strategic and financial considerations
∎ Legal, regulatory, reputational and compliance risks
∎ Other financial and non-financialrisks considered by Committees |
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RISK COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:
∎ Overall risk-taking tolerance and risk governance, including our Enterprise Risk Management Framework
∎ Our Risk Appetite Statement (in coordination with our full Board)
∎ Liquidity, market, credit, capital, operational, model and climate risks
∎ Our Capital Plan, capital ratios and capital adequacy
∎ Information and cybersecurity risk, third-party risk and business resilience risk, including oversight of management’s processes, monitoring and controls related thereto (such as at least annual presentations and additional updates as needed) | |||||||||||||||||||||||||||||||||||||||
PUBLIC RESPONSIBILITIES COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:
∎ Reputational risk and constituent impact, including client and business standards considerations, as well as the receipt of reports from the Firmwide Reputational Risk Committee regarding certain transactions that may present heightened reputational risk
∎
|
COMPENSATION COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:
∎ Firmwide compensation program and policies that are consistent with the safety and soundness of our firm and do not raise risks reasonably likely to have a material adverse effect on our firm
∎ Jointly with our Risk Committee, annual CRO compensation-related risk assessment
∎ (in coordination with our full Board and other Committees) | ||||||||||||||||||||||||||||||||||||||
AUDIT COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:
∎ Financial, legal and compliance risk, in coordination with our full Board
∎ Coordination with our Risk Committee, including with respect to technology-related risks, risk assessment and risk management practices
|
GOVERNANCE COMMITTEE RISK MANAGEMENT OVERSIGHT INCLUDES:
∎ Board composition and refreshment
∎ Board leadership succession and executive succession | ||||||||||||||||||||||||||||||||||||||
|
|
REPUTATIONAL RISK MANAGEMENT
| 28 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
CEO PERFORMANCE
| ||||||
∎ Under the direction of our Lead Director, our Governance Committee annually evaluates CEO performance.
∎ The Committee reviews with our Global Head of HCM the results of our CEO’s self-assessment pursuant to the Performance Assessment Framework
∎ While this formal process is conducted at year-end, our directors are regularly focused on the performance of our CEO, including during executive sessions of independent directors, regular closed sessions with our CEO and additional discussions between our Lead Director and our CEO throughout the
| ||||||
EXECUTIVE SUCCESSION PLANNING
| ||||||
∎ Succession planning is a priority for our Governance Committee, which worked with Mr. Solomon to put in place an appropriate emergency succession protocol and will continue to work with him on the development and ongoing refinement of our longer-term succession plan.
∎ Our Governance Committee has long utilized a framework relating to executive succession planning under which the Committee has defined specific criteria for, and responsibilities of, each of the CEO, COO and CFO roles. The Committee then focuses on the particular skill set needed to succeed in these roles at our firm both on a long-term and an emergency basis.
∎ discussions between our Lead Director and CEO, and additional discussions
firm’s leadership pipeline more broadly, including with respect to leadership pipeline health and the development of the firm’s “next generation” of leaders. | |
| ||||||||
» As a result of these processes, in September 2021, we announced that Denis Coleman would succeed Mr. Scherr as CFO, beginning January 2022, and that Mr. Berlinski would become Global Treasurer, beginning October 2021. |
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Interaction with senior management in a variety of settings, including Board meetings and preparatory meetings, during visits to our offices around the world and at client-related events Executive succession planning reviewed by our Governance Committee with our CEO; ongoing assessment of senior management for potential executive positions DEVELOPING THE FIRM'S NEXT GENERATION OF LEADERS Monitoring of senior management careers to ensure appropriate exposure to our Board and our business Additional engagement on broader leadership pipeline for key roles across the firm
FINANCIAL PERFORMANCE & REPORTING
| ||||||
∎ Our Board, including through its Committees, is continually kept apprised by management of the firm’s financial performance and key drivers thereof. For example, our Board generally receives an update on financial performance
∎ Our Board, through its Audit Committee, is responsible for overseeing management’s preparation and presentation of our annual and quarterly financial statements and the effectiveness of our internal control over financial reporting.
» Each quarter, our Audit Committee meets with members of our management, the Director of Internal Audit and our independent registered public accounting firm to review and discuss our financial statements, as well as our quarterly earnings release.
∎ In addition, our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. In this regard, our Audit Committee and Audit Committee Chair are directly involved with the periodic selection of the lead audit partner
| ||||
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 29 |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
CULTURE & CORE VALUES
| ||||||
∎ Management’s role in shaping the firm’s culture is critical, and our Board’s oversight of firm culture is an important element of its responsibilities.
∎ Our culture has been a cornerstone of our business and performance throughout our history. Our Core Values of partnership, integrity, client service and excellence are derived from our longstanding Business Principles, and are regularly reinforced at every step of our peoples’ careers, from onboarding to training, and through our performance, development, compensation and promotion processes.
∎ Our Board holds senior management accountable for embodying an appropriate
» Oversight of culture takes many forms, including strategy and risk tolerance, review of governance policies and practices, the receipt of governance metrics, regular discussions with the firm’s Compliance, Legal, Risk and Internal Audit functions, and assessment of CEO and senior management performance and compensation.
» These are also topics on which our firm regularly engages with our shareholders, regulators and other stakeholders.
| ||||||
CONDUcT
| ||||||
∎ We strive to maintain the highest standards of ethical conduct at all times, consistent with our Business Principles and our Core Values. For example:
» Our Board regularly receives governance metrics, including metrics focused on conduct, controls and business integrity matters, as well as attrition and complaints, and engages in regular discussions with the Compliance, Legal, Risk and Internal Audit functions.
» Our Board also expects management to examine and to report to it on “lessons learned” from events at our firm or in our industry, as appropriate.
» Our Performance Assessment Framework not only assesses the firm’s financial performance, but also takes into account a wide array of non-financial factors including conduct-related matters.
∎ As part of our ongoing commitment to dialogue, education and formal training, the firm offers a range of programs focused on our business standards and conduct.
| ||||||
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Sustainability
| ||||||
∎ Given the interdisciplinary nature of the oversight of sustainability, including the priorities of climate transition and inclusive growth, and the financial and nonfinancial risk 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. | ||||||
| 30 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
PEOPLE STRATEGY
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∎ 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
∎ Our Board and Committees
∎ One key element of our People Strategy is diversity, equity and inclusion.
∎ 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 2021 we published our inaugural People Strategy Report (available at www.gs.com), which provides tangible indicators of our progress on our people-related goals, including expanded EEO-1 disclosure. Our next People Strategy Report will be issued later this year. | ||||||
Goldman Sachs’ Report on Review of Arbitration Program: In response to a shareholder proposal submitted in connection with our 2021 Annual Meeting, as well as shareholder feedback received in connection with the proposal, the firm last year undertook a review of its employee arbitration program. In December 2021, our Board issued a report on this review, available at www.gs.com/corpgov.
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 31 |
STAKEHOLDER ENGAGEMENT
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.
| ||||
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, 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 our 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 2020:
~75 Firms Met During Sustainability Bond Roadshow; more than 50% had an ESG focus |
Fixed Income Investors Engaged Across group meetings with CFO, Treasurer, and Business Leaders during 2021 | ~135 Total Equity Investors Met Across all group and 1:1 engagements | ||||||||
>25% | Common Stock Outstanding Engaged Lead Director and/or Chair of Compensation Committee engagement with shareholders | |||||||
Top 200 Shareholder Outreach Ahead of | 65+ | Total Meetings With Rating Agencies | >35% Common Stock Outstanding Engaged IR engagement with shareholders during 2021 | |||||||
~60 | 1:1 Investor Meetings With C-Suite |
During 2021, 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, firm culture and people strategy, risk management, sustainable finance and climate risk, COVID-19 response, efforts with respect to racial equity and regulatory outlook.
| 32 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
SPOTLIGHT ON SUSTAINABILITY
Our Approach To Sustainability
Sustainability is core to what we do—it 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 imperative and the opportunity that continues to develop across sectors.
One way we are expressing this commitment is through our announced target of $750 billion in sustainable financing, investing and advisory activity by 2030. After two years, we are ahead of pace, with approximately $300 billion of sustainable finance activity, including $167 billion in climate transition, $50 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 Accessible & Innovative Healthcare Financial Inclusion Accessible & Affordable Education Communities
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.
CLIMATE TRANSITION |
| ∎ |
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| ∎ |
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2020 engagement covered:
| ∎ | Near-Term Goals: In our 2021 TCFD report, we set new interim targets in sectors where we see opportunities to partner with clients to drive decarbonization in the real economy. |
| » | The initial set of physical intensity GHG emissions targets for 2030 cover three sectors: Oil & Gas, Power and Auto Manufacturing. |
BUSINESS PERFORMANCE STRATEGIC PRIORITIES AND GOALS RACIAL EQUITY COVID-19 RESPONSE CULTURE AND CONDUCT CORPORATE GOVERNANCE RISK MANAGEMENT REGULATORY OUTLOOK Approach to Sustainability People Strategy Executive Compensation Board Governance Succession Planning Tone at the Top
| » | We have also expanded our operational net-zero commitment and set a goal to cut our supply chain’s carbon emissions to net zero by 2030. |
| ∎ | Engagement |
| » | Building on our longstanding leadership in the area of data reporting, including having been the first bank to report under the Sustainability Accounting Standards Board (SASB) and publishing our first TCFD report in 2020, we are now encouraging our clients to provide similar reporting. We are helping to facilitate this by working with corporate partners to develop a free, open-source platform for climate-related data and to equip our clients with new impact-measuring tools, such as our Carbon Portfolio Analytics in Marquee. |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
SPOTLIGHT ON SUSTAINABILITY—OUR APPROACH TO SUSTAINABILITY
OUR CLIMATE COMMITMENT
Our Approach to Sustainability
Goldman Sachs is dedicated to advancing sustainable economic growth and financial opportunity. This purpose guides our everyday work with our clients, our emphasis on supporting our people and our broader strategic direction, and has served us well in navigating the challenging circumstances of the past year.
This purpose is also fundamental to our sustainable finance commitment. Our commitment cuts across two broad themes — climate transition and inclusive growth — that represent our view of the imperative and the opportunity that continues to develop across sectors.
Our efforts are grounded in a commercial focus that is integrated throughout our businesses. We are targeting $750 billion in sustainable financing, investing and advisory activity by 2030, and after one year we are ahead of pace, with over $150 billion of sustainable-finance activity over the course of 2020, including over $90 billion towards climate transition.
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Climate Transition Clean Energy Sustainable Transport Sustainable Food & Agriculture Waste & Materials Ecosystem Services Inclusive Growth Accessible & Innovative Healthcare Financial Inclusion Accessible & Affordable Education Communities
| 33 |
SPOTLIGHT ON SUSTAINABILITY—OUR APPROACH TO SUSTAINABILITY
OUR APPROACH: BUSINESS AND CLIENTS
Our sustainable finance commitment is applied across three core areas: our businesses and clients; our people and operations; and our partnerships and engagement.
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| » | In |
Climate Risk: We also enhanced our disclosures in our 2021 TCFD report with further details of our climate risk management |
business selection.
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SPOTLIGHT ON SUSTAINABILITY—OUR APPROACH TO SUSTAINABILITY
OUR APPROACH: PARTNERSHIPS AND ENGAGEMENT
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More information can be found inFollowing on our 2021 TCFD report, our annual Sustainability Report available at www.gs.com/sustainability-report. Our 2020 report(which will be available later this year.year at www.gs.com/sustainability-report) will provide a more in-depth review on our firmwide efforts relating to inclusive growth, including our commercial work and organizational goals as well as programs such as 10,000 Small Businesses, 10,000 Women and OMBW.
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.
| 34 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
20202021 ANNUAL NEO COMPENSATION 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 20202021 NEOs are:
David
Chairman and CEO |
John
President and COO |
Stephen
CFO (Retired)* |
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| * | Mr. Scherr retired as CFO on December 31, 2021 |
The following table shows our Compensation Committee’s determinations regarding our NEOs’ 20202021 annual compensation as well as their 20192020 annual compensation information (dollarfor those who were also NEOs for 2020.
In setting 2021 annual compensation, our Compensation Committee determined that 2020 annual compensation—before any 1MDB-related reductions applicable to our Executive Leadership Team—was the appropriate baseline to consider, viewing such amounts shown in millions).as reflective of the firm’s 2020 operating performance and of each individual’s performance during that year.
This table is different from the SEC-required 20202021 Summary Compensation Table on page 54.57. Dollar amounts in the following table are shown in millions.
| YEAR | INITIAL NATION | BOARD 1MDB REDUCTION(a) | FINAL ($) | SALARY ($) | ANNUAL VARIABLE COMPENSATION ($) | EQUITY-BASED AWARDS | ||||||||||||||||||||||||||||||
CASH |
PSUS(b) |
RSUS(b) |
% OF |
% OF | ||||||||||||||||||||||||||||||||
EXECUTIVE LEADERSHIP TEAM
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David M. Solomon Chairman and CEO | 2020 | 27.50 | (10) | 17.50 | 2.00 | 4.65 | 10.85 | — | 70 | 62 | ||||||||||||||||||||||||||
2019 | 27.50 | N/A |
| 27.50 |
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| 2.00 |
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| 7.65 |
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| 17.85 |
|
| — |
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| 70 |
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| 65 |
| ||||||||||||
John E. Waldron President and COO | 2020 | 25.50 | (7) |
| 18.50 |
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| 1.85 |
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| 6.66 |
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| 9.99 |
|
| — |
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| 60 |
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| 54 |
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2019 | 24.50 | N/A |
| 24.50 |
|
| 1.85 |
|
| 9.06 |
|
| 13.59 |
|
| — |
|
| 60 |
|
| 55 |
| |||||||||||||
Stephen M. Scherr CFO | 2020 | 22.50 | (7) | 15.50 | 1.85 | 5.46 | 8.19 | — | 60 | 53 | ||||||||||||||||||||||||||
2019 | 22.50 | N/A |
| 22.50 |
|
| 1.85 |
|
| 8.26 |
|
| 12.39 |
|
| — |
|
|
| 60 |
|
| 55 |
| ||||||||||||
OTHER NEOS
| ||||||||||||||||||||||||||||||||||||
John F.W. Rogers EVP | 2020 | 12.50 | N/A | 12.50 | 1.50 | 4.40 | 3.30 | 3.30 | 60 | 53 | ||||||||||||||||||||||||||
2019 | 11.50 | N/A |
| 11.50 |
|
| 1.50 |
|
| 4.00 |
|
| 1.50 |
|
| 4.50 |
|
| 60 |
|
| 52 |
| |||||||||||||
Karen P. Seymour* Former EVP and General Counsel | 2020 | 10.00 | N/A | 10.00 | 1.50 | 3.40 | 2.55 | 2.55 | 60 | 51 | ||||||||||||||||||||||||||
2019 | 9.00 | N/A |
| 9.00 |
|
| 1.50 |
|
| 3.00 |
|
| 1.12 |
|
| 3.38 |
|
|
| 60 |
|
| 50 |
| ||||||||||||
| YEAR | TOTAL ANNUAL ($)(a) | SALARY ($) | ANNUAL VARIABLE COMPENSATION ($) | EQUITY-BASED AWARDS | ||||||||||||||||||||||||
CASH |
PSUS |
RSUS(c) |
% OF ANNUAL |
% OF | ||||||||||||||||||||||||
EXECUTIVE LEADERSHIP TEAM
| ||||||||||||||||||||||||||||
David Solomon Chairman and CEO | 2021 | 35.00 | 2.00 | 9.90 | 23.10 | — | 70 | 66 | ||||||||||||||||||||
2020 | 27.50/17.50(b) | 2.00 |
| 4.65 |
|
| 10.85 |
|
| — |
|
|
| 70 |
|
| 62 |
| ||||||||||
John Waldron President and COO | 2021 | 33.00 | 1.85 |
| 12.46 |
|
| 18.69 |
|
| — |
|
|
| 60 |
|
| 57 |
| |||||||||
2020 | 25.50/18.50(b) | 1.85 |
| 6.66 |
|
| 9.99 |
|
| — |
|
| 60 |
|
| 54 |
| |||||||||||
Stephen Scherr CFO (Retired) | 2021 | 28.00 | 1.85 | 10.46 | — | 15.69 | 60 | 56 | ||||||||||||||||||||
2020 | 22.50/15.50(b) | 1.85 |
| 5.46 |
|
| 8.19 |
|
| — |
|
|
| 60 |
|
| 53 |
| ||||||||||
OTHER NEOS
| ||||||||||||||||||||||||||||
Philip Berlinski Global Treasurer | 2021 | 17.50 | 1.11(d) | 6.56 | 9.84 | — | 60 | 56 | ||||||||||||||||||||
Kathryn Ruemmler CLO and General Counsel | 2021 | 17.50 | 1.50 | 6.40 | 9.60 | — | 60 | 55 | ||||||||||||||||||||
| (a) |
|
| (b) | These amounts reflect 2020 compensation before and after the Board’s |
|
|
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 35 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
SHAREHOLDER VALUE CREATION AWARDS
As previously announced, the HOW OUR COMPENSATION COMMITTEE MAKES DECISIONSnon-employee members of our Board, upon the recommendation of our independent Compensation Committee, granted Shareholder Value Creation (SVC) Awards to Messrs. Solomon and Waldron in October 2021 and more broadly to members of our Management Committee, including Mr. Berlinski and Ms. Ruemmler, in January 2022.
SVC Awards address three key objectives and align the incentive structure across our most senior leaders.
| | Align compensation with rigorous performance thresholds that drive long-term shareholder value creation » Even at maximum payout, awards represent ~55 basis points of the total shareholder value that would be created by achieving the TSR goals | | Ensure leadership continuity over the next 5+ years in the next phase of our growth strategy » The Board believes that senior management’s leadership and vision will continue to be critical in driving the firm’s progress | | Enhance retention in response to the increasing competition for talent in the current environment » Recent experience shows significant opportunities for our senior leadership in less traditional sectors of the financial industry |
1 2 3
SVC Awards are not part of 2021 annual compensation and will not be awarded on a regularly recurring basis.
For more information on the SVC Awards, including key terms, see—Shareholder Value Creation Awards—A More Detailed Look.
| OUR COMPENSATION PRINCIPLES | FIRMWIDE PERFORMANCE | INDIVIDUAL PERFORMANCE |
|
| 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, utilizes 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 utilize a Performance Assessment Framework to provide greater definition to, and transparency regarding, the pre-established financial and non-financial 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. |
| » |
|
| ∎ |
|
| 36 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
OUR COMPENSATION PRINCIPLES
| ∎ | Our Compensation Principles guide our Compensation Committee in its review of compensation at our firm, including the Committee’s determination of NEO compensation. The full text of our Compensation Principles is available at www.gs.com/corpgov. Key elements of our Compensation Principles include: |
PAYING FOR PERFORMANCE
|
| ENCOURAGING FIRMWIDE |
| DISCOURAGING IMPRUDENT |
| ATTRACTING & RETAINING TALENT
| ||||||
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 be considered in the context of the competitive market for talent. | ||||||
| ∎ | In addition to our Compensation Principles, our Compensation Committee is guided by our variable compensation frameworks, which more broadly govern the variable compensation process for employees who could expose the firm to material amounts of risk (such as our NEOs). |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
FIRMWIDE PERFORMANCE
∎Taking into account our pay-for-performance philosophy, our Compensation Committee places substantial importance on the assessment of firmwide performance when determining NEO compensation. |
∎ | During 2019, we developed | NEW: People Scorecard. In 2021, we introduced a “People Scorecard” to enhance the consideration of leadership, culture and values under the Framework. The People Scorecard is designed to strengthen our culture of accountability and support the firm’s people strategy and the achievement of our strategic goals as well as to assist in evaluating manager effectiveness across the metrics described below. |
| » | The Framework includes an assessment of pre-established financial metrics and non-financial factors on a firmwide basis. It also includes divisional metrics that underpin firmwide performance and serve to inform compensation decisions for the firm’s divisional leaders. |
| » | The Framework aligns performance metrics and goals across our most senior leaders and provides a structure to help |
| ∎ |
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| ∎ | ||||
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| » |
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| » |
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| » |
|
 | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | 37 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
| OVERVIEW OF PERFORMANCE ASSESSMENT FRAMEWORK | ||||||||
|
| FINANCIAL PERFORMANCE | HOW THE RESULTS ARE | ||||||
| CLIENTS | RISK MANAGEMENT | |||||||
| ∎ ROE ∎ ROTE ∎ Efficiency ratio ∎ TSR ∎ BVPS growth ∎ Pre-tax earnings ∎ Net revenue ∎ EPS ∎ Strategic priorities and KPIs to assess progress towards 2020 Investor Day goals: » Grow and strengthen existing businesses » Diversify our products and services » Operate more efficiently | ∎ Cross-divisional strategy/ collaboration in support of One Goldman Sachs ∎ Strength of client feedback ∎ Broaden share of addressable market | ∎ Reputation ∎ Compliance ∎ Standing with regulators ∎ Governance and controls ∎ ∎ Risk violations/exceptions ∎ 360° feedback on risk management, ∎ Capital and liquidity | ∎ ∎ ∎ ∎ ∎ ∎
| ||||
FIRMWIDE
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
INDIVIDUAL PERFORMANCE
∎ An 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 performance based on the criteria set forth in the Performance Assessment Framework and other factors, in each case as applicable dependent on each NEO’s role.
» |  |
360° REVIEW PROCESS
| ∎ |
|  360o REVIEW PROCESS |
to (other than for our CEO), peers of and junior to the employee being reviewed. |
| ∎ | Our CEO: Under the direction of our Lead Director, our Governance Committee evaluated the performance of Mr. Solomon, including consideration of the results of Mr. Solomon’s self-assessment under the Performance Assessment Framework as well as a summary of his evaluation under the 360° Review Process (see |
| ∎ | Other NEOs: Mr. Solomon discussed with the Governance Committee the performance of our COO and CFO, including the results of |
STAKEHOLDER FEEDBACK
|
|
|
| 38 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
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HIGH PROPORTION OF EUROPEAN PEERS IN PEER GROUP DECREASE PERCENTAGE OF DEFERRAL IN TIME-BASED RSUS GRANTED TO CERTAIN NEOS SUPPORT FOR HIGH PERCENTAGE OF PERFORMANCE-BASED PAY SUPPORT FOR ROBUST RISK BALANCING FEATURES TRANSPARENCY REGARDING COMPENSATION COMMITTEE'S USE OF DISCRETION SUPPORT FOR ROBUST STAKEHOLDER ENGAGEMENT
|
|
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
MARKET FOR TALENT
OUR PEERS CORE U.S. PEERS ADDITIONAL U.S. PEERS (NEW FOR 2020) EUROPEAN PEERS BANK OF AMERICA CORPORATION CITIGROUP, INC. JPMORGAN CHASE & CO. MORGAN STANLEY THE BANK OF NEW YORK MELLON CORPORATION WELLS FARGO & COMPANY BARCLAYS PLC CREDIT SUISSE GROUP AG DEUTSCHE BANK AG UBS GROUP AG
| ∎ | Our 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, and including to help determine NEO compensation. |
| » | Wherever possible, our goal is to be in a position to appoint people from within the firm to our most senior leadership positions, and our executive compensation program is intended to incentivize our people to stay at Goldman Sachs and to aspire to these senior roles. |
| ∎ | To this end, the Committee regularly evaluates our NEO compensation program |
| » | The Committee performs this evaluation with information and assistance from our HCM division and |
| » | Benchmarking information provided by HCM is obtained from an analysis of public filings by our |
| ∎ | In addition, the Compensation Committee (and other Board Committees as may be applicable in the context of their respective oversight) also receives and considers information on non-executive employee compensation, including information on aggregate compensation, attrition and retention by division. The Compensation Committee reviews and approves annually the equity award terms, including deferral levels, for equity-based awards granted to employees at all levels across the firm. Consistent with our Compensation Principles, employees at certain compensation thresholds receive a portion of their compensation in the form of equity-based awards, which increases as compensation increases, in order to help support employee share ownership and align employee interests with those of long-term shareholders. |
| OUR PEERS | ||
| U.S. PEERS | EUROPEAN PEERS | |
BANK OF AMERICA CORPORATION CITIGROUP, INC. JPMORGAN CHASE & CO. MORGAN STANLEY THE BANK OF NEW YORK MELLON CORPORATION* WELLS FARGO & COMPANY* | BARCLAYS PLC CREDIT SUISSE GROUP AG DEUTSCHE BANK AG UBS GROUP AG | |
| * | Added beginning for 2020 year-end compensation |
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 39 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
STAKEHOLDER FEEDBACK
| ∎ | 2021 Say on Pay Results. Our 2021 Say on Pay vote received the support of approximately 90% of our shareholders. The Committee viewed this outcome as an indication of our shareholders’ positive reaction to our compensation program. |
| ∎ | Stakeholder Engagement. 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 and the feedback received continues to inform our Board and Compensation Committee actions. For example, in 2021 we (including, in certain cases, our Lead Director and/or our Compensation Committee Chair) met with shareholders representing more than 35% of Common Stock outstanding to discuss compensation-related matters and other areas of focus. |
| ∎ | Board Responsiveness. Stakeholder feedback received over the last several years continues to inform our Board and Compensation Committee actions. To this end, the Committee discussed and evaluated feedback received, including the positive 2021 Say on Pay vote, in setting the form, structure and amount of 2021 compensation, and continued our commitment to various best practices (such as robust risk balancing features), generally maintaining the form and structure of our compensation program while further increasing the amount of performance-based pay (as described below). |
IN RESPONSE TO STAKEHOLDER FEEDBACK | ||||
We have recently made a number of enhancements to our compensation program and restated our commitments to certain best practices, including further increasing the amount of performance-based pay granted for 2021 annual compensation | ||||
STAKEHOLDER FEEDBACK | COMPENSATION COMMITTEE ACTION | |||||
|  | Undertook Peer group analysis and expanded Peer group with two additional U.S. Peers for PSUs and compensation benchmarking | ||||
| Relative metrics in SVC Awards based on U.S. Peers only | |||||
|
| Continually increased portion of deferral in PSUs. For 2021, all NEOs (other than Mr. Scherr, who received RSUs in light of his retirement), and our Management Committee, received 100% of deferral in PSUs | ||||
| | 100% of equity for continuing NEOs granted as PSUs, which are subject to ongoing performance conditions | ||||
| Granted rigorous SVC Awards to CEO and COO; taking into account shareholder feedback, in January 2022 also granted SVC Awards to the Management Committee, our senior leaders who have the greatest ability to influence long-term shareholder returns | |||||
|
| Continued use of risk-adjusted metrics, transfer restrictions, retention requirements and recapture provisions | ||||
 |
| Continued to enhance Performance Assessment Framework. In 2020, added a dashboard for the Compensation Committee to assess progress against key strategic goals and in 2021 added a People Scorecard to enhance consideration of leadership, culture and values | ||||
| Expanded proxy disclosure regarding Committee’s use of informed judgment and structured discretion on pay decisions | |||||
| Eliminated ability for Compensation Committee to make certain discretionary adjustments to ROE in year-end PSUs; ROE based on as reported metrics | |||||
|
| Continued commitment to engagement by Lead Director and Compensation Committee Chair | ||||
HIGH PROPORTION OF EUROPEAN PEERS IN PEER GROUP DECREASE PERCENTAGE OF DEFERRAL IN TIME-BASED RSUS GRANTED TO CERTAIN NEOS SUPPORT FOR HIGH PERCENTAGE OF PERFORMANCE-BASED PAY AND RIGOR OF PSU DESIGN SUPPORT FOR ROBUST RISK BALANCING FEATURES TRANSPARENCY REGARDING COMPENSATION COMMITTEE'S USE OF DISCRETION SUPPORT FOR ROBUST STAKEHOLDER ENGAGEMENT
| 40 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
CRO INPUT & RISK MANAGEMENT
| ∎ | Effective risk management underpins everything that we do, and our compensation program is carefully designed to be consistent with the safety and soundness of our firm. |
| ∎ | Our CRO presented his annual risk assessment jointly to our Compensation Committee and our Risk Committee in order to assist with the evaluation of our program’s design. |
| » | 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 each believes that the various components of our compensation program, including compensation plans, policies and practices, work together to balance risk and reward in a manner that does not encourage imprudent risk-taking. For example: |
Compensation considered based on Risk-Adjusted Metrics, such as net revenues and ROE (which are reflected in our Performance Assessment Framework) | Significant portion of pay in Equity-Based Awardsaligns with long-term shareholder interests | Transfer Restrictions, Retention Requirements and Stock Ownership | Recapture provisions mitigate imprudent risk-taking; misconduct or improper risk analysis could result in clawback or forfeiture of compensation | |||
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OVERVIEW OF COMPENSATION ELEMENTS AND KEY PAY PRACTICES
REGULATORY CONSIDERATIONS
| ∎ | Our Compensation Committee also 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 |
INDEPENDENT COMPENSATION CONSULTANT INPUT
| ∎ | Our 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. |
| ∎ | For |
| ∎ | Our Compensation Committee determined that Meridian (and previously, FW |
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 41 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OVERVIEW OF ANNUAL 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-performance and effective risk management.
| PAY ELEMENT | CHARACTERISTICS | PURPOSE | 2020 COMPENSATION | |||
| BASE SALARY | Annual fixed cash compensation | Provides our executives with a predictable level of income that is competitive to salary at our Peers | ||||
ANNUAL VARIABLE COMPENSATION(a) | Cash | Motivates and rewards achievement of company performance, strategic and operational objectives | In | |||
|
|
PSUs RSUs | Aligns our executives’ interests with those of our shareholders and motivates executives to achieve longer-term performance, strategic and operational objectives | Each of our NEOs received at least 60% of ∎ ∎ Other NEOs: ∎ CFO (Retired): 100% RSUs. In light of his retirement, Mr. Scherr received his 2021 equity-based compensation in | |||
| (a) | Our NEOs participate in the Goldman Sachs Partner Compensation Plan (PCP), the plan under which we determine variable compensation for all of our |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OVERVIEW OF COMPENSATION ELEMENTS AND KEY PAY PRACTICES
Life Cycle of Equity Awards
2021 | 2022 | 2023 | 2024 | 2025 | ||||||
PSUs |
3-Year Performance Period PSU goals set and granted in January 2021. Payout is calculated based on average ROE over the 3-year performance period (using both absolute and relative metrics)
| Awards Settle in 2024 Transfer Restrictions Apply to Shares at Risk | ||||||||
| ||||||||||
RSUs | RSUs Granted in January 2021 | 3-Year Pro-Rata Delivery | Transfer Restrictions Apply to Shares at Risk | |||||||
| ||||
Five-Year Transfer Restrictions on Equity-Based Awards and Underlying Shares at Risk Applied from Grant Date through January 2026
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 2020 at least 60%)for continuing NEOs, as well as our Management Committee Align pay with firmwide performance, including through use of PSUs and RSUs Utilize Performance Assessment Framework to assess performance through financial and non-financial metrics (including with respect to leadership, culture(e.g., clients, risk management and values) Tie 100% of equity-based compensation granted to our Executive Leadership Team and 50% for our other NEOs to ongoing performance metricspeople-related metrics) Exercise informed judgment responsive to the dynamic nature of our business, including consideration of appropriate risk-based and other metrics within the context of our Performance Assessment Framework Apply significant shareholding requirements through: Stock Ownership Guidelines for Executive Leadership Team Retention Requirements for all Management Committee (including NEOs) Shares at Risk broadly applicablefor PMDs and managing directors (including NEOs) Maintain robust recapture provisions in our variable compensation award agreements Provide for annual assessment by our CRO of our compensation program to ensure it does not encourage imprudent risk-taking Utilize independent compensation 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 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 stock permitted for any executive officer
| 42 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
20202021 ANNUAL COMPENSATION
Our Compensation Committee made its annual compensation determinations for our NEOs in the context of our Compensation Principles, which encompass a pay-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 shareholder results |
In setting 2021 annual compensation, our Compensation Committee determined that 2020 annual compensation—before any 1MDB-related reductions applicable to our Executive Leadership Team—was the appropriate baseline to consider, viewing such amounts as reflective of the firm’s 2020 operating performance and of each individual’s performance during that year.
| ||||||
Strong financial performance and across our
|
Strong individual performance
| |||||
|
Clear financial momentum and strength of our Continued affirmation of our strategic direction |
| Exemplary leadership and tone at the top
| |||
| ||||||
2020 Compensation and 1MDB
Compensation amounts also reflect the previously announced decision by the Board to reduce 2020 compensation of Messrs. Solomon, Waldron and Scherr by $10 million, $7 million and $7 million, respectively, as part of the Board’s broader determination regarding the compensation of certain past and current members of senior management in light of the findings of the government and regulatory investigations and the magnitude of the firm’s settlement of government and regulatory matters relating to 1MDB. While none of Messrs. Solomon, Waldron or Scherr was involved in or aware of the firm’s participation in any illicit activity at the time the firm arranged the 1MDB bond transactions, the Board views the 1MDB matter as an institutional failure, inconsistent with the high expectations it has for the firm.
The Compensation Committee determined 2020 compensation amounts taking into account each of the factors described below and in —How our Compensation Committee Makes Decisions, and then applied the previously determined compensation reduction.
20202021 Firmwide Performance: Strong Financial Performance and SteadyContinued, Strong Progress TowardsAcross Our Investor DayStrategic Goals
Our Compensation Committee places key importance on the assessment of annual firmwide performance when determining NEO compensation.compensation, which is core to our pay-for-performance philosophy.
| ∎ | Performance is assessed in a holistic manner, and was guided by our Performance Assessment Framework (using metrics determined by our Compensation Committee in February 2021), without ascribing specific weight to any single factor or metric, as we continue to believe that a formulaic compensation program would not be in the best interests of our firm. |
| ∎ | In considering financial performance for |
| ∎ |
|
Execution of the firm’s long-term growth strategy as articulated at our January 2020 Investor Day was also central to our Compensation Committee decisions for 20202021 compensation.
| ∎ | Our NEOs, and in particular our Executive Leadership Team, drove execution of our strategic plan throughout |
| » | These actions are expected to set the firm on a path to more durable revenues over time, drive continued financial momentum and demonstrate our commitment to making the necessary investments to drive long-term, sustainable growth for our shareholders. |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 43 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
20202021 ANNUAL COMPENSATION
|
|
| ∎ | Each of our NEOs also focused on the continued implementation of |
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 |
| ∎ | Further, |
Spotlight on 2021 U.S. Peer CEO Compensation
| ∎ | Peer comparability is an important factor in assessing our pay-for-performance alignment. |
| ∎ | The chart below provides additional information on our pay-for-performance alignment in the context of available 2021 annual CEO pay determinations and annual ROE for our U.S. Peers. |
2021 ROE 2021 CEO Annual Compensation(a) 23.0% 18.6% 15.0% 12.2% 12.0% 11.5% 8.9% $35.0 $34.5 $35.0 $32.0 $24.5 $22.5 $15.2 $0.0 $5.0 $10.0 $15.0 $20.0 $25.0 $30.0 $35.0 $40.0 GS JPM MS BAC WFC C BK 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0%
| (a) | Annual compensation includes base salary, cash bonus paid and deferred cash/equity-based awards granted, in each case for 2021 performance, as reported in SEC filings. |
| 44 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2021 ANNUAL COMPENSATION
ASSESSMENT OF
| ||||||||
FINANCIAL PERFORMANCE | ROE
(
| ROTE(a)
(
| Net
$ ( | EPS
$ ( | ||||
|
| Pre-Tax Earnings
$ ( | Efficiency Ratio
(
| 1-Year TSR
( | BVPS Growth
| ||||
|
| ∎ ∎ Record firmwide AUS ∎ #1 in announced and completed M&A; #1 in equity and equity-related offerings (Dealogic) ∎ | |||||||
PROGRESS
| ||||||||
| GROW AND STRENGTHEN EXISTING BUSINESSES | ∎ Grew wallet share in Global Markets and Investment Banking(b);
∎ ∎ Announced acquisition of NNIP | |||||||
DIVERSIFY OUR PRODUCTS AND SERVICES | ∎
∎ Continued to scale Consumer & Wealth Management ∎ Announced acquisition of GreenSky | |||||||
OPERATE MORE EFFICIENTLY | ∎
∎ Diversified funding mix;
∎ ∎ Continued to expand presence in strategic locations and make ongoing | |||||||
| (a) | For a reconciliation of this non-GAAP measure to the corresponding GAAP measure, please see Annex A: Calculation of Non-GAAP |
| (b) |
|
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2020 COMPENSATION2021 Individual Performance
| ∎ |
|
| ∎ |
|
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 45 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2021 ANNUAL COMPENSATION
|
David
Chairman and CEO |
KEY RESPONSIBILITIES | ||
As Chairman and CEO, Mr. Solomon is responsible for leading our business operations and overseeing our firm, leading development and implementation of corporate policy and strategy and serving as primary liaison between our Board and our firm and as a primary public face of our firm.
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KEY PERFORMANCE HIGHLIGHTS
Mr. Solomon’s
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∎ » Champion client centricity, including ongoing execution of » Capitalize on opportunities to expand addressable markets and provide differentiated client service » Accelerate strategic initiatives and drive growth in core business and new opportunities, including through the announced acquisitions of NNIP and GreenSky ∎
∎ Drove sustainability strategy, in particular to accelerate associated commercial capabilities to serve our clients by operationalizing capabilities within our businesses and through key strategic partnerships
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RISK MANAGEMENT
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∎ » Emphasizing the importance of
∎ Continued strong engagement with our regulators and top government officials,
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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2020 COMPENSATION
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| 46 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
20202021 ANNUAL COMPENSATION
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KEY RESPONSIBILITIES | ||
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KEY PERFORMANCE HIGHLIGHTS
During 2021, Mr. Waldron displayed relentless focus on the execution of our firm’s forward strategy and driving progress on the KPIs laid out at our January 2020 Investor Day. In |
Mr.
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CLIENTS
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∎ ∎ ∎ Drove execution of » 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 divisional and functional leaders across the firm » Overseeing operating efficiency initiatives, including optimizing organizational structure and progressing automation efforts
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RISK MANAGEMENT
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∎ Oversaw ∎ ∎ ∎ Oversaw critical capacity building initiatives, including enhancing Engineering capabilities, establishing the
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∎ ∎ Partnered with CEO on the CFO transition as well as a number of other key strategic hires and leadership transitions ∎ Drove location strategy efforts for the firm, including the establishment of Birmingham and Hyderabad locations and active engagement on build-out of Dallas campus ∎ Led major people and talent initiatives,
» Enhance the firm’s leadership pipeline review process with a particular focus on diversity and development of the firm’s “next generation” talent » Engage with Partnership Committee efforts to invest in
» Focus on enhancing processes for internal mobility
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| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | 47 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
20202021 ANNUAL COMPENSATION
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KEY PERFORMANCE HIGHLIGHTS
In 2021, Mr. Scherr provided exceptional oversight of the firm’s capital, liquidity and balance sheet to support the execution of the firm’s strategic and operational goals with an enduring focus on ensuring the financial safety and soundness of the firm.
Mr. Scherr’s 2021 dashboard:
CLIENTS |
| ∎ | Engaged with clients in collaboration with business divisions |
RISK MANAGEMENT |
| ∎ | Actively managed the firm’s financial resources, including to: |
| » | Manage capital and liquidity through continued market volatility, while ensuring sufficient capacity to meet internal and regulatory requirements |
| » | Maintain expense discipline across the businesses |
| » | Deploy resources to high-returning client opportunities |
| ∎ | Drove transparency through continued improvement of quarterly earnings and fixed income calls, related presentations and general shareholder engagement |
| ∎ | Collaborated with CEO and COO on continued execution of the firm’s forward strategic plan and January 2020 Investor Day targets, including strategic efforts around reducing on-balance sheet holdings within the Asset Management segment and related communication of progress to investors |
| ∎ | Led reorganization of the firm’s bank entities to align more efficiently our global businesses under common ownership of Goldman Sachs Bank USA |
| ∎ | Continued focus on refining firmwide planning and resource utilization modeling as well as developing a comprehensive upgrade of business and scenario planning by linking business performance, risk, liquidity and capital in comprehensive model for the firm |
| ∎ | Oversaw continued development of the firm’s Treasury function, including efforts to diversify funding sources, manage liquidity more efficiently and enhance coordination of liquidity and capital management |
| ∎ | Led discussions and strategic advocacy with the Federal Reserve and other global regulators and policy-makers |
PEOPLE |
| ∎ | Significant collaboration in support of the CFO transition |
| ∎ | Strong engagement across the firm’s stakeholders |
| ∎ | Championed the firm’s cultural, people and talent initiatives as a senior sponsor and culture carrier on key issues, such as diversity, equity and inclusion. Served as Executive Officer sponsor to the Firmwide Hispanic and Latinx Network |
| 48 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2021 ANNUAL COMPENSATION
| Philip Berlinski Global Treasurer |
KEY RESPONSIBILITIES | ||
As Global Treasurer, Mr. Berlinski is responsible for overseeing the firm’s Corporate Treasury function, which manages the firm’s liquidity, funding, balance sheet and capital to maximize net interest income and return on equity through liability planning and execution, financial resource allocation, asset liability management and liquidity portfolio management. Mr. Berlinski also serves as CEO of Goldman Sachs Bank USA. 2021 Annual Compensation* | ||
37% variable cash compensation 6% base salary 56% PSUs $17.5M Equity-based compensation represented 60% of 2021 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. | ||
| * | Percentages do not sum to 100% due to rounding. |
KEY PERFORMANCE HIGHLIGHTS
During 2021, Mr. Berlinski effectively transitioned to his new role as Global Treasurer, balancing the role’s technical responsibilities with supporting business growth in our core franchises. In his prior role as COO of Global Equities, he helped to drive progress on strategic KPIs.
Mr. Berlinski’s 2021 dashboard:
CLIENTS |
| ∎ | Focused on ensuring the firm has appropriate liquidity to support franchise activity as well as future growth. In this regard, oversaw record unsecured debt issuance enabling business growth during a period of elevated market and liquidity volatility |
| ∎ | Engaged with a broad range of firm clients as Global Treasurer in support of business growth in core franchises |
| ∎ | As prior COO of Global Equities, provided oversight of the integration of an acquisition into Global Equities, enhancing our client offerings |
| ∎ | Continued leadership of strategic KPIs for Global Equities and focus on One Goldman Sachs client approach |
RISK MANAGEMENT |
| ∎ | Continued progress in shifting funding mix toward lower cost, stable deposits while enhancing asset liability management and maintaining focus on ensuring regulatory minimum ratios were satisfied |
| ∎ | Provided continued oversight of the firm’s LIBOR transition |
| ∎ | Participated in G-SIB Treasurer discussions on markets, liquidity and regulations with key regulators and policy-makers |
| ∎ | In his role as CEO of GS Bank USA, focused on raising more deposits, including through the EMEA Transaction Banking launch, as well as on the movement of eligible deposit-funded activity into the bank chain |
| ∎ | In his prior role as COO of Global Equities, provided active oversight of risk management for the business |
PEOPLE |
| ∎ | Served as executive sponsor for GS Accelerate, a firmwide platform to unlock our people’s entrepreneurial talents and drive collaboration across Goldman Sachs |
| ∎ | Focused on supporting and implementing the firm’s people strategy goals in Corporate Treasury |
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COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
2021 ANNUAL COMPENSATION
| Kathryn Ruemmler CLO and General Counsel |
KEY RESPONSIBILITIES | ||
As CLO and General Counsel, Ms. Ruemmler leads the firm’s Legal Division, providing oversight for the firm’s legal affairs worldwide, and oversees the Compliance Division and Conflicts Resolution Group, which oversight serves to enhance collaboration across these disciplines and ensure a consistent approach to addressing the legal, compliance and reputational risk issues facing the firm. 2021 Annual Compensation* | ||
37% variable cash compensation 9% base salary 55% PSUs $17.5M Equity-based compensation represented 60% of 2021 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics. | ||
| * | Percentages do not sum to 100% due to rounding. |
KEY PERFORMANCE HIGHLIGHTS
In 2021, Ms. Ruemmler effectively transitioned to her new role as CLO and General Counsel, exhibiting strong judgment and decisive decision-making over various legal and regulatory matters of importance to the firm, as well as progress towards the goal of enhancing collaboration and synergies across the Legal, Compliance and Conflicts Resolution functions.
Ms. Ruemmler’s 2021 dashboard:
RISK MANAGEMENT |
| ∎ | Key advisor to the firm across a variety of legal, reputational and regulatory matters, including in her oversight of the firm’s litigation and enforcement strategy and as Co-Chair of the Regulatory Reform Steering Group |
| ∎ | Leader of continued efforts to refine and improve our organizational structure and to fulfill our ongoing responsibility to continually enhance the control functions |
| ∎ | Significant focus on the management of reputational risk, including as Co-Vice Chair of the Firmwide Reputational Risk Committee |
| ∎ | Responsibility for executive oversight of the firm’s 1MDB-related remediation program, including providing updates to the 1MDB Remediation Special Committee |
PEOPLE |
| ∎ | Invested substantial time and thought leadership as head of Firmwide Conduct Committee and spearheaded efforts to develop and launch our enhanced Code of Business Conduct and Ethics, focusing on ensuring that our cultural expectations are well communicated across the firm |
| ∎ | Exhibited strong judgment and decisive decision-making towards the goal of enhancing collaboration and synergies across the Legal, Compliance and Conflicts Resolution functions |
| ∎ | Focused on supporting and implementing the firm’s people strategy goals across Compliance, Legal and Conflicts, including with respect to “Return to Office” |
| 50 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
SHAREHOLDER VALUE CREATION AWARDS—A MORE DETAILED LOOK
| ∎ | As previously announced, 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 Mr. Berlinski and Ms. Ruemmler, in January 2022. |
| ∎ | SVC Awards address three key objectives and align the incentive structure across our most senior leaders: |
| Align compensation with rigorous performancethresholds that drive long-term shareholder value creation | | Ensure leadership continuity over the next 5+ years in the next phase of our growth strategy | | Enhance retention in response to the increasing competition for talent in the current environment |
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| ∎ | In expanding these awards more broadly to members of our Management Committee, the Board sought to be responsive to shareholder feedback regarding the importance of broadening the scope of the awards’ key objectives across our senior leadership team, which we believe will further enhance collaboration and teamwork. |
| ∎ | SVC Awards are not part of 2021 annual compensation and will not be awarded on a regularly recurring basis. 2021 annual compensation was determined based on the factors described in —How our Compensation Committee Makes Decisions and —2021 Annual Compensation above. |
Key Terms of our NEOs’ SVC Awards
| Grant Details | Form: Performance stock units
Grant Date/Amount of Award(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. 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
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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. With respect to absolute TSR goals, the resulting stock price plus dividends would be approximately, in each case, $602 at 47%, $655 at 60% and $717 at 75%, and in each case assuming a $2 quarterly dividend. For reference, as of the 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).
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Peer Group for Relative Thresholds
| U.S. Peers: BAC, Citi, JPM, MS, BK, WFC | |||||||||||||
| Achievement of Thresholds | ∎ 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
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Performance Period and Vesting | Vesting will occur over a five-year performance period beginning for all SVC Awards on October 21, 2021 and is also 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.
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| 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.
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| 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,” failing to perform obligations under any agreement with Goldman Sachs, and 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).
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| (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. |
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 51 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
EQUITY-BASED VARIABLE COMPENSATION ELEMENTS—ELEMENTS OF ANNUAL COMPENSATION—A MORE DETAILED LOOK
EQUITY-BASED VARIABLE COMPENSATION |
We believe it is important to pay a significant portion of our annual variable compensation in equity-based awards.
For 2020 To this end, for 2021 annual compensation, our Compensation Committee assessed the overall levels of equity-based and 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 was paid in equity-based awards.awards as follows:
Our Executive Leadership Team continued to receive their
| ∎ | CEO and COO: 100% PSUs |
| ∎ | Other NEOs: New – 100% PSUs (increased from 50% in 2020 for our other NEO roles) |
| » | In order to further tie compensation to ongoing performance metrics and further align compensation structure across our most senior leaders, our Compensation Committee determined that equity-based compensation for our Management Committee (including all of our continuing NEOs) should be 100% in PSUs. Previously, members of our Management Committee who were not NEOs received 25% of equity-based compensation in the form of PSUs. |
| ∎ | CFO (Retired): 100% RSUs. In light of his retirement, Mr. Scherr received his 2021 annual equity-based |
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 Upon Termination or Change in Control.
Year-EndPSUs
∎ PSUs provide recipients with annual variable compensation that has a metrics-based outcome; the ultimate value paid to the NEO is subject to firm performance both through stock price and a metrics-based structure. ROE is used
∎ PSUs will be paid at 0
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<5% | 0% | <25th percentile | 25% | |||||||||||||
| 5% to <16% | Based on relative ROE; see scale at right |
| 25th percentile | 50% | ||||||||||||
| ³16% | 150% | 60th percentile | 100% | |||||||||||||
(a) % earned is scaled if performance is between specified thresholds | ³ 75th percentile | 150% | ||||||||||||||
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<5% | 0% |
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5% to <16% |
Based on relative ROE; see scale at right | 25th percentile | 50% | |||||||||||||||||
60th percentile | 100% | |||||||||||||||||||
≥16% | 150% | ≥75th percentile | 150% | |||||||||||||||||
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(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 2022 were unchanged year-over-year. Our Compensation Committee
∎ PSUs granted in January
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| ∎ | For purposes of the relative ROE metric, |
| 52 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION POLICIES AND PRACTICES
| ∎ | 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 Peers with respect to the PSUs’ relative metrics, annual ROE is as reported in the Peer company’s publicly disclosed annual report, rounded to one decimal place. |
| ∎ | In certain circumstances (e.g., a merger, change in corporate structure or other similar corporate transaction) that result in a substantial change in a Peer company’s business or revenue mix, the Committee may adjust the Peer group and/or make such other equitable adjustments as the Committee deems |
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| ∎ | Certain adjustments (e.g., to a Peer company’s ROE for purposes of the relative ROE calculation) will be based on publicly disclosed financial information. |
| ∎ | Each PSU granted to our NEOs includes a cumulative dividend equivalent right payable only if and when that PSU is |
| ∎ | 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
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Year-End RSUs
| ∎ | In light of his retirement, Mr. Scherr received his 2021 equity-based compensation in the form of RSUs, which will continue to tie the value of this compensation to firm performance through stock price. These RSUs are vested at |
Each RSU granted to Mr. |
Robust Risk-Balancing Features
Compensation granted to our NEOs is subject to various longstanding 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 RSUs, calculated based on delivery date (for 2021 Year-End RSU awards, granted in January 2022, Shares at Risk |
| » | 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. |
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 53 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION POLICIES AND PRACTICES
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 Controlfor more detail).
| ∎ | Retention Requirements:Pursuant to our |
| » | Our CEO is required, for so long as he holds that position, to retain |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION POLICIES AND PRACTICES
| » | 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% of After-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% of After-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 |
| » | Each member of our 2021 Executive Leadership Team met these stock ownership guidelines in |
| ∎ | Recapture Provisions: We have a longstanding practice of including robust recapture provisions in our variable compensation award agreements. To this end, we maintain several conduct-related recapture rights, as set forth below, which in many cases include both forfeiture and clawback rights (collectively, |
CAUSE
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FAILURE TO CONSIDER RISK
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| 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 her year-end compensation (since 2009 year-end) | ||||
| If such employee engages in conduct constituting “cause,” including: ∎ Is convicted in a criminal proceeding on certain misdemeanor charges, on a felony charge or an equivalent charge; ∎ Engages in employment disqualification conduct under applicable law; ∎ Willfully fails to perform his or her duties to the firm; ∎ Violates any securities or commodities laws, rules or regulations of any relevant exchange or association of which the firm is a member; ∎ Violates any of our policies concerning hedging, pledging or confidential or proprietary information, or materially violates any other of our policies; ∎ Impairs, impugns, denigrates, disparages or negatively reflects upon our name, reputation or business interests; or ∎ Engages in conduct detrimental to the firm | 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 (for example, where such employee has improperly analyzed such risk or where they failed sufficiently to raise concerns about such risk) and, as a result of such action or omission, the Compensation Committee determines there has been, or reasonably could be expected to be, a material adverse impact on the firm, the employee’s business unit or the broader financial | ||||
| All outstanding PSUs, RSUs, | All equity-based awards (e.g., PSUs, | ||||
WHOWHAT APPLICATION WHATWHO
| 54 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION POLICIES AND PRACTICES
| ∎ | 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 us of the award (including amounts withheld to pay withholding taxes) and any other amounts paid or delivered in respect thereof. |
| ∎ | 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 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
OTHER COMPENSATION POLICIES AND PRACTICES
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| ∎ | 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 fails to maintain for 90 consecutive business days, the required “minimum Tier 1 capital ratio” (as defined under Federal Reserve Board regulations); |
| » | The NEO associates with any business that constitutes a Covered Enterprise (as defined |
| » | The NEO solicits our clients or prospective clients to transact business with a Covered Enterprise, or to refrain from doing business with us or interferes with any of our client relationships; |
| » | 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) and non-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 or non-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 not “short” shares of our Common Stock. Employees also 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 or non-employee directors has any shares of Common Stock subject to a pledge.
Qualified Retirement Benefits
During 2020,2021, each NEO (other than Mr. Berlinski) participated in The Goldman Sachs 401(k) Plan (401(k) Plan), which is our U.S. broad-based tax-qualified retirement plan. In 20202021, these individuals were eligible to make pre-tax and/or “Roth” after-tax contributions to our 401(k) Plan and receive a dollar-for-dollar matching contribution from us on the amount they contributed, up to a maximum of $11,400.$11,600. For 2020,2021, these individuals each received a matching contribution of $11,400.$11,600. 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 2021 for Mr. Berlinski was $17,004, 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 20202021 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’ 20202021 variable compensation.
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 55 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
GS GIVES
During 2020,2021, we made available to each of our Executive Leadership Team a car and driver and, in some cases, other services for security and/or business purposes. 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. Berlinski relocated from London to our New York office in August 2019, and during 2021, consistent with our standard Global Mobility Services program, Mr. Berlinski received international assignment benefits and tax equalization and protection payments in connection with that arrangement. See “All Other Compensation” and footnote (c)(e) in —Executive Compensation—20202021 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 20202021 executive compensation, our Compensation Committee considersconsidered the factors identified in more detail in —How Our Compensation Committee Makes Its Decisions and doesdid not take this limit on deductibility into account.
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
GS 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 2020, the firm contributedmade contributions that supported an approximately $140$180 million for the 2020 2021 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 of not-for-profit organizations to receive grants from the firm’s contributions to GS Gives.Gives. GS Gives has made approximately $2 billion in grants and partnered with over 8,500 not-for-profit organizations in 100+ 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’ 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 2020, 2021, GS Gives accepted the recommendations of over 530570 current and retired PMDs and granted over $190$230 million to over 2,500 not-for-profit organizations around the world. GS Gives made grants in support of a broad range of large-scale initiatives, including the firm’s COVID ReliefAnalyst Impact Fund, ongoing COVID-19 relief efforts, and its Fund for Racial Equity.advancing racial equity. Amounts recommended by our NEOs in 20202021 (while in their executive roles, as applicable) for donation by GS Gives were: Mr. Solomon—$2.24 million; Mr. Waldron—$5.93.5 million; Mr. Scherr—$4.83.5 million; Mr. Rogers—Berlinski—$1.01 million; and Ms. Seymour—Ruemmler—$1.21 million.
| 56 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2021 SUMMARY COMPENSATION TABLE
The 20202021 Summary Compensation Table below sets forth compensation information relating to 2021, 2020 and 2019, and 2018. Inalthough in accordance with SEC rules, compensation information for each NEOcertain NEOs is only reported beginning with the year that such executive became an NEO. For a discussion of 20202021 annual NEO compensation, please read —Compensation Discussion and Analysis above.
Pursuant to SEC rules, the 20202021 Summary Compensation Table is required to include for a particular year only those equity-based awards granted during that year, rather than awards granted after year-end, even if awarded for services in that year. SEC rules require disclosure of cash compensation to be included in the year earned, even if payment is made after year-end.
Generally, we grant equity-based awards and pay any cash variable compensation for a particular year shortly after that year’s end. As a result, annual equity-based awards and cash variable compensation are disclosed in each row of the table as follows:
2021
| ∎ | “Bonus” is cash variable compensation for 2021 |
| ∎ | “Stock Awards” are PSUs and RSUs awarded for 2020 (referred to as 2020 Year-End PSUs and 2020 Year-End RSUs) as well as SVC Awards granted to our CEO and COO in 2021 |
2020
| ∎ | “Bonus” is cash variable compensation for 2020 |
| ∎ | “Stock Awards” are PSUs |
2019
| ∎ | “Bonus” is cash variable compensation for 2019 |
| ∎ | “Stock Awards” are PSUs |
2018
|
|
NAME AND PRINCIPAL POSITION
|
YEAR
|
SALARY ($)
|
BONUS ($)
|
STOCK
|
CHANGE IN
|
ALL OTHER
|
TOTAL ($)
| |||||||||||||||||||||
David M. Solomon Chairman and CEO
|
|
2020
|
|
|
2,000,000
|
|
|
4,650,000
|
|
|
17,036,275
|
|
|
192
|
|
|
254,190
|
|
|
23,940,657
|
| |||||||
|
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
|
| ||||||||
John E. Waldron President and COO
|
|
2020
|
|
|
1,850,000
|
|
|
6,660,000
|
|
|
12,970,318
|
|
|
1,259
|
|
|
278,153
|
|
|
21,759,730
|
| |||||||
|
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
|
|
2020
|
|
|
1,850,000
|
|
|
5,460,000
|
|
|
11,825,118
|
|
|
9,818
|
|
|
221,096
|
|
|
19,366,032
|
| |||||||
|
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
|
|
2020
|
|
|
1,500,000
|
|
|
4,400,000
|
|
|
5,345,715
|
|
|
589
|
|
|
183,065
|
|
|
11,429,369
|
| |||||||
|
2019
|
|
|
1,500,000
|
|
|
4,000,000
|
|
|
5,290,154
|
|
|
938
|
|
|
179,303
|
|
|
10,970,395
|
| ||||||||
Karen P. Seymour Former EVP and General Counsel*
|
|
2020
|
|
|
1,500,000
|
|
|
3,400,000
|
|
|
4,009,460
|
|
|
—
|
|
|
115,536
|
|
|
9,024,996
|
| |||||||
|
2019
|
|
|
1,500,000
|
|
|
3,000,000
|
|
|
3,744,784
|
|
|
—
|
|
|
121,005
|
|
|
8,365,789
|
| ||||||||
NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS($) | CHANGE IN PENSION ($) | ALL OTHER COMPEN- | TOTAL ($) | ||||||||||||||||||||||||||||||||||||||
| YEAR-END AWARDS(b) | SVC AWARD(c) | TOTAL | |||||||||||||||||||||||||||||||||||||||||||
David Solomon Chairman and CEO |
| 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 | ||||||||||||||||||||||||||||
| 2019 |
| 2,000,000 |
| 7,650,000 |
| 14,724,012 |
| — |
| 14,724,012 |
| 296 |
| 283,429 |
| 24,657,737 | ||||||||||||||||||||||||||||
John Waldron President and COO |
| 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 | ||||||||||||||||||||||||||||
| 2019 |
| 1,850,000 |
| 9,060,000 |
| 11,082,050 |
| — |
| 11,082,050 |
| 1,840 |
| 265,912 |
| 22,259,802 | ||||||||||||||||||||||||||||
Stephen Scherr CFO (Retired)* |
| 2021 |
| 1,850,000 |
| 10,460,000 |
| 7,800,899 |
| — |
| 7,800,899 |
| — |
| 259,799 |
| 20,370,698 | |||||||||||||||||||||||||||
| 2020 |
| 1,850,000 |
| 5,460,000 |
| 11,825,118 |
| — |
| 11,825,118 |
| 9,818 |
| 221,096 |
| 19,366,032 | ||||||||||||||||||||||||||||
| 2019 |
| 1,850,000 |
| 8,260,000 |
| 9,896,719 |
| — |
| 9,896,719 |
| 14,857 |
| 216,519 |
| 20,238,095 | ||||||||||||||||||||||||||||
Philip Berlinski Global Treasurer |
| 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 |
| 2021 |
| 1,500,000 |
| 6,400,000 |
| 4,731,963 |
| — |
| 4,731,963 |
| — |
| 63,358 |
| 12,695,321 | |||||||||||||||||||||||||||
| * |
|
| (a) | Reflects Mr. Berlinski’s effective salary for 2021, which amount takes into account his annualized salary increase to $1.5 million, effective as of September 20, 2021, in connection with his appointment to the Management Committee. |
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 57 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
20202021 SUMMARY COMPENSATION TABLE
Amounts included for |
| (c) | Amounts included |
Ms. |
The following chart, together with the narrative below, describes the benefits and perquisites for |
NAME
|
401(K)
|
TERM LIFE
|
EXECUTIVE
|
LONG-TERM
|
EXECUTIVE ($)
|
BENEFITS
|
CAR(**) ($)
| |||||||||||||||||||||
David M. Solomon
|
|
11,400
|
|
|
118
|
|
|
50,462
|
|
|
423
|
|
|
19,162
|
|
|
106,820
|
|
|
61,274
|
| |||||||
John E. Waldron
|
|
11,400
|
|
|
118
|
|
|
79,181
|
|
|
423
|
|
|
9,728
|
|
|
109,102
|
|
|
65,401
|
| |||||||
Stephen M. Scherr
|
|
11,400
|
|
|
118
|
|
|
79,181
|
|
|
423
|
|
|
17,464
|
|
|
51,053
|
|
|
58,881
|
| |||||||
John F.W. Rogers
|
|
11,400
|
|
|
118
|
|
|
79,181
|
|
|
423
|
|
|
32,368
|
|
|
55,884
|
|
|
—
|
| |||||||
Karen P. Seymour
|
|
11,400
|
|
|
118
|
|
|
79,181
|
|
|
423
|
|
|
18,616
|
|
|
3,701
|
|
|
—
|
| |||||||
| NAME | DEFINED CONTRIBUTION PLAN EMPLOYER CONTRIBUTION($) | TERM LIFE INSURANCE PREMIUM ($) | EXECUTIVE MEDICAL AND DENTAL PLAN PREMIUM ($) | LONG-TERM DISABILITY INSURANCE PREMIUM ($) | EXECUTIVE ($) | BENEFITS AND TAX COUNSELING SERVICES(*) ($) | CAR(**) ($) | |||||||||||||||||||||
David Solomon |
| 11,600 |
|
| 118 |
|
| 19,189 |
|
| 423 |
|
| 19,966 |
|
| 139,550 |
|
| 62,200 |
| |||||||
John Waldron |
| 11,600 |
|
| 118 |
|
| 77,585 |
|
| 423 |
|
| 10,123 |
|
| 146,182 |
|
| 69,663 |
| |||||||
Stephen Scherr |
| 11,600 |
|
| 118 |
|
| 77,585 |
|
| 423 |
|
| 18,075 |
|
| 81,087 |
|
| 69,010 |
| |||||||
Philip Berlinski*** |
| 17,004 |
|
| 460 |
|
| 56,814 |
|
| 2,119 |
|
| 7,227 |
|
| 76,197 |
|
| — |
| |||||||
Kathryn Ruemmler |
| 11,600 |
|
| 118 |
|
| 19,189 |
|
| 423 |
|
| 9,204 |
|
| 22,423 |
|
| — |
| |||||||
| * | Amounts reflect the incremental cost to us of benefits and tax counseling services provided by Ayco or by another third-party provider. For services provided by Ayco, cost is determined based on the number of hours of service provided by, and compensation paid to, individual service providers. For services provided by others, amounts are payments made by us to those providers. |
| ** | Amounts reflect the incremental cost to us attributable to commuting and other non-business use. We made available to each 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 1.384 Dollars per Pound, which was the average daily rate in 2021. |
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 $1,702$10,938 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 the high-profile standing of our NEOs.CEO. In addition, Mr. Berlinski previously relocated to our New York office at our request and, for 2021, Mr. Berlinski received international assignment benefits of approximately $455,000 and tax equalization and protection payments of approximately $2.3 million. These benefits and payments were part of our standard Global Mobility Services program applicable to expatriate employees, and the tax equalization and protection payments were intended to equalize Mr. Berlinski’s net tax position with that of a similarly compensated employee in the United Kingdom.
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 incremental out-of-pocket cost to our firm, waived or reduced fees and as well as interests in
| 58 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2021 GRANTS OF PLAN-BASED AWARDS
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. Our policy is to limit personal use of such aircraft by our NEOs and to require reimbursement of the aggregate incremental costs to us associated with such use, 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, if any, for such personal guest.
The following table sets forth 2020 Year-End PSUs and 2020 Year-End RSUs, as applicable, granted in early 2021 as well as SVC Awards granted in October 2021. In accordance with SEC rules, the table does not include awards that were granted in 2022. See —Compensation Discussion and Analysis above for a discussion of the usage by the guest and (b) the price of a first-class commercial airline ticket for the same trip.those awards.
NAME
|
GRANT DATE
|
ESTIMATED FUTURE PAYOUTS UNDER |
ALL OTHER NUMBER OF SHARES OF STOCK OR UNITS (#)(b) |
GRANT DATE STOCK AWARDS ($)(c)
| ||||||||||||||||||
THRESHOLD |
TARGET |
MAXIMUM
| ||||||||||||||||||||
David Solomon | 1/20/2021 |
| 0 |
|
| 37,354 |
|
| 56,031 |
|
| — |
|
| 10,334,614 |
| ||||||
|
| 10/21/2021 |
| 0 |
|
| 73,264 |
|
| 109,896 |
|
| — |
|
| 17,045,566 |
| ||||||
John Waldron | 1/20/2021 |
| 0 |
|
| 34,393 |
|
| 51,590 |
|
| — |
|
| 9,515,417 |
| ||||||
|
| 10/21/2021 |
| 0 |
|
| 48,843 |
|
| 73,265 |
|
| — |
|
| 11,363,788 |
| ||||||
Stephen Scherr | 1/20/2021 |
| 0 |
|
| 28,196 |
|
| 42,294 |
|
| — |
|
| 7,800,899 |
| ||||||
Philip Berlinski | 1/20/2021 |
| — |
|
| — |
|
| — |
|
| 24,891 |
|
| 6,341,994 |
| ||||||
Kathryn Ruemmler | 1/20/2021 |
| 0 |
|
| 4,606 |
|
| 6,909 |
|
| — |
|
| 1,210,750 |
| ||||||
|
| 1/20/2021 |
| — |
|
| — |
|
| — |
|
| 13,820 |
|
| 3,521,213 |
| ||||||
| (a) | Consists of 2020 Year-End PSUs granted in January 2021 and SVC Awards granted in October 2021. See —2021 Outstanding Equity Awards at Fiscal Year-End and —Potential Payments Upon Termination or Change in Control below for additional information. |
| (b) | Consists of 2020 Year-End RSUs granted in January 2021. See —2021 Non-Qualified Deferred Compensation and —Potential Payments Upon Termination or Change in Control below for additional information. |
| (c) | Amounts included represent the grant date fair value. Grant date fair value is determined by multiplying the target number of 2020 Year-End PSUs or aggregate number of 2020 Year-End RSUs, as applicable, by $290.47, the closing price per share of Common Stock on the NYSE on the grant date. For the portion (as applicable) of the 2020 Year-End PSUs granted to Messrs. Solomon, Waldron and Scherr and Ms. Ruemmler that are stock-settled, the value includes an approximately 10% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these PSUs. For the 2020 Year-End RSUs granted to Mr. Berlinski and Ms. Ruemmler, the value includes an approximately 12% liquidity discount to reflect the transfer restrictions on the Common Stock underlying these RSUs. Grant date fair value for SVC Awards is determined by multiplying the target number of SVC Awards by $407.59, the closing price per share of Common Stock on the NYSE on the grant date, and applying an approximately 43% discount related to the probability of achieving the award’s goals and transfer restrictions on the Common Stock underlying these awards. |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2020 GRANTS OF PLAN-BASED2021 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The awards included in this table are 2019 Year-End PSUs and 2019 Year-End RSUs, each of which were granted in January 2020 and were previously described in the Compensation Discussion and Analysis section of our Proxy Statement for our 2020 Annual Meeting of Shareholders (dated March 20, 2020).
The following table sets forth plan-based awards granted in early 2020. In accordance with SEC rules, the table does not include awards that were granted in 2021. See —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
|
|
1/16/2020
|
|
|
0
|
|
|
71,481
|
|
|
107,222
|
|
|
—
|
|
|
17,036,275
|
| ||||||
John E. Waldron
|
|
1/16/2020
|
|
|
0
|
|
|
54,421
|
|
|
81,632
|
|
|
—
|
|
|
12,970,318
|
| ||||||
Stephen M. Scherr
|
|
1/16/2020
|
|
|
0
|
|
|
49,616
|
|
|
74,424
|
|
|
—
|
|
|
11,825,118
|
| ||||||
John F.W. Rogers
|
|
1/16/2020
|
|
|
0
|
|
|
6,006
|
|
|
9,009
|
|
|
—
|
|
|
1,363,035
|
| ||||||
|
1/16/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,021
|
|
|
3,982,681
|
| |||||||
Karen P. Seymour
|
|
1/16/2020
|
|
|
0
|
|
|
4,505
|
|
|
6,758
|
|
|
—
|
|
|
1,022,389
|
| ||||||
|
1/16/2020
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,516
|
|
|
2,987,071
|
| |||||||
|
|
|
The following table sets forth the 2019 Year-End PSUs granted in January 2020 to each of our NEOs, the 2018 Year-End PSUs granted in January 2019 to Messrs. Solomon, Waldron and Scherr and the 2017 Year-End PSUs granted in January 2018 to Mr. Solomon. As of December 31, 2020, no NEOs hold any option awards.
| NAME | STOCK AWARDS
| |||||||
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER
| EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER
| |||||||
| David M. Solomon | 267,721 | 70,600,705 | ||||||
| John E. Waldron | 141,819 | 37,399,088 | ||||||
| Stephen M. Scherr | 127,666 | 33,666,801 | ||||||
| John F.W. Rogers | 6,006 | 1,583,842 | ||||||
| Karen P. Seymour | 4,505 | 1,188,014 | ||||||
The |
| NAME | STOCK AWARDS | |||||||||||||||
|
|
NUMBER OF SHARES |
MARKET VALUE OF | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(b) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(a) | ||||||||||||
| David Solomon | — | — | 279,012 | 106,736,041 | ||||||||||||
| John Waldron | — | — | 215,634 | 82,490,787 | ||||||||||||
| Stephen Scherr | — | — | 180,670 | 69,115,309 | ||||||||||||
| Kathryn Ruemmler | 56,085 | 21,455,317 | 4,606 | 1,762,025 | ||||||||||||
| (a) | Pursuant to SEC rules, the |
| (b) | The awards reflected in this column are the 2020 Year-End PSUs granted in January 2021 to Messrs. Solomon, Waldron and Scherr and Ms. Ruemmler and the 2019 Year-End PSUs granted in January 2020 and 2018 Year-End PSUs granted in January 2019 to |
The following table sets forth information regarding the value of certain of Mr. Berlinski’s RSUs, including his 2020 Year-End RSUs, the 2017 Year-End PSUs granted to |
| NAME | STOCK AWARDS | |||||||
| NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(d) | |||||||
| David Solomon | 80,120(a) | 27,564,076 | ||||||
| Philip Berlinski | 63,430(b) | 25,205,179 | ||||||
| Kathryn Ruemmler | 4,606(c) | 1,762,025 | ||||||
| (a) | Includes the |
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2020 STOCK VESTED2021 PENSION BENEFITS
The following table sets forth information regarding the value of the 2019 Year-End RSUs granted to Mr. Rogers and Ms. Seymour in January 2020. There are no options outstanding; as such, no NEOs exercised any options in 2020, and no information is reportable with respect to Messrs. Solomon, Waldron or Scherr for 2020 in this table. 2017 Year-End PSUs granted to Mr. Solomon, which are expected to settle in Spring 2021 when final information regarding Core U.S. and European Peer performance is available, will be reflected in the 2021 Stock Vested table in our Proxy Statement for our 2022 Annual Meeting of Shareholders.
| NAME | STOCK AWARDS | |||||||
| NUMBER OF SHARES ACQUIRED ON VESTING (#)(a) | VALUE REALIZED ON VESTING ($)(b) | |||||||
| John F.W. Rogers | 18,021 | 4,500,204 | ||||||
| Karen P. Seymour | 13,516 | 3,375,216 | ||||||
Includes the number of shares of Common Stock underlying |
| (c) | Includes the number of shares of Common Stock underlying one-third of her 2020 Year-End RSUs, which vested during 2021 and were delivered in January 2022; one-third of her 2020 Year-End RSUs are subject to vesting and delivery on or about each of the second and third anniversaries 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 |
|
The following table sets forth pension benefit information as of December 31, 2020.2021. 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, 2001 (at the latest). Mr. Berlinski is a participant in The Goldman Sachs UK Retirement Plan (GS U.K. Retirement Plan), which was frozen as of March 31, 2016. Mr. Berlinski has not accrued benefits under the plan since that time. Ms. SeymourRuemmler is not a participant in any plan reportable in this table.
| NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICES (#)(a) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)(b) | PAYMENTS DURING ($) | ||||||||||
| David M. Solomon | GS Pension Plan | 1 | 1,674 | — | ||||||||||
| John E. Waldron | GS Pension Plan | 1 | 8,356 | — | ||||||||||
| Stephen M. Scherr | GS Pension Plan | 8 | 77,484 | — | ||||||||||
| John F.W. Rogers | GS Pension Plan | 1 | 6,904 | — | ||||||||||
| NAME | PLAN NAME | NUMBER OF YEARS SERVICES (#)(a) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)(b) | PAYMENTS DURING LAST FISCAL YEAR ($) | ||||
| David Solomon | GS Pension Plan | 1 | 1,661 | — | ||||
| John Waldron | GS Pension Plan | 1 | 8,141 | — | ||||
| Stephen Scherr | GS Pension Plan | 8 | 76,408 | — | ||||
| Philip Berlinski | GS U.K. Retirement Plan | 15 | 847,676 | — | ||||
| (a) | Our employees, including Messrs. Solomon, Waldron, Scherr and |
| (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, which is our tax-qualified defined contribution plan, see —Compensation Discussion and Analysis—Other Compensation Policies and Practices.
Prior to being frozen, our GS U.K. Retirement Plan provided for an annual benefit equal to 1.25% of the first £81,000 of the participant’s compensation for each year of credited service. The normal form of payment is a single life annuity plus a contingent spouse’s annuity equal to two-thirds of the member’s pension. Mr. Berlinski has two records in the plan, the normal retirement age for the first period of service is age 50, and the normal retirement age for the second period of service is age 65. The present value shown in this column reflects Mr. Berlinski’s accrued benefits with an annual cost of living adjustment that is applied pursuant to the terms of the GS U.K. Retirement Plan and was determined using the following assumptions: payment of a joint life annuity following retirement at normal retirement age; a 1.91% discount rate; mortality estimates based on the “S3 series all pensioner very light” mortality table, with adjustments to reflect continued improvements in mortality; and the GS U.K. Retirement Plan provides for early retirement benefits in respect of his second period of service and Mr. Berlinski is eligible to elect early retirement benefits upon reaching age 55. |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
2020 2021 NON-QUALIFIED DEFERRED COMPENSATION
For a description of our 401(k) Plan and our U.K. Defined Contribution Arrangement, which are our tax-qualified defined contribution plans in the U.S. and U.K., respectively, see —Compensation Discussion and Analysis—Other Compensation Policies and Practices.
The following table sets forth information for each NEO, as applicable, with respect to vested RSUs granted for service in prior years and for which the underlying shares of Common Stock had not yet been delivered as of the beginning of 2020during 2021 (Vested and Undelivered RSUs).
The Vested and Undelivered RSUs generally were awarded for services in 2020, 2019, 2018, 2017 and 2016. RSUs generally are not transferable. No NEO received RSUsinformation is reportable in this table for services in 2017.Messrs. Solomon, Waldron and Scherr.
| ∎ | Amounts shown as “Registrant |
| ∎ | 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 |
| ∎ | 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 ($)(a) | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($)(b) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS IN LAST FISCAL YEAR ($) | AGGREGATE ($)(c) | ||||||||||||||||
| David M. Solomon | Vested and Undelivered RSUs | — | — | 219,804 | 3,449,171 | — | ||||||||||||||||
| John E. Waldron | Vested and Undelivered RSUs | — | — | 196,126 | 3,077,609 | — | ||||||||||||||||
| Stephen M. Scherr | Vested and Undelivered RSUs | — | — | 182,604 | 2,865,427 | — | ||||||||||||||||
| John F.W. Rogers | Vested and Undelivered RSUs | — | 4,500,204 | 1,393,587 | 4,461,938 | 10,050,779 | ||||||||||||||||
| Karen P. Seymour | Vested and Undelivered RSUs | — | 3,375,216 | 919,524 | 1,885,014 | 7,315,052 | ||||||||||||||||
| NAME | PLAN OR AWARD | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($) | REGISTRANT FISCAL YEAR ($)(a) | AGGREGATE IN LAST | AGGREGATE FISCAL YEAR ($) | AGGREGATE ($)(c) | ||||||||||||||||
| Philip Berlinski | Vested and Undelivered RSUs | — | 25,205,179 | (570,457) | 4,472,639 | 24,265,147 | ||||||||||||||||
| Kathryn Ruemmler | Vested and Undelivered RSUs | — | 1,762,025 | — | — | 1,762,025 | ||||||||||||||||
| (a) |
|
| (b) | Aggregate earnings include changes in the market value of the shares of Common Stock underlying Vested and Undelivered RSUs during |
VESTED RSUS | DELIVERY | |
| 2019 Year-End RSUs | For Mr. Berlinski: 35% delivered in January 2022 and approximately 35%, 15% and 15% are deliverable on or about each of the third, fourth and fifth anniversaries of grant, respectively. | |
| 2018 Year-End RSUs | ||
| 2017 Year-End RSUS | For Mr. Berlinski: 50% delivered in January 2022 and approximately 50% deliverable on or about the fifth anniversary of | |
| 2016 Year-End RSUs | For | |
Delivery of shares of Common Stock underlying RSUs may be accelerated in certain limited circumstances (for example, in the event that the holder of the RSU dies or leaves the firm to accept a governmental position where retention of the RSU would create a conflict of interest). See —Potential Payments Upon Termination or Change in Controlfor treatment of the RSUs upon termination of employment. |
| (c) | The Vested and Undelivered RSUs included in these amounts are 2020, 2019, 2018, 2017 and 2016 Year-End |
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
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, as applicable, are set forth under the — 2020 Pension Benefits and — 2020 Non-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 2020.2021. Under our PCP, if a participant’s employment at Goldman Sachs terminates for any reason before the end of a “contract period” (generally a two-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 in the PCP. There is no severance provided under our PCP.
Set forth below is a calculation of the potential benefits to each of our NEOs assuming a termination of employment occurred on December 31, 2020,2021, in accordance with SEC rules. Ms. Seymour retired as EVPThe table and General Counsel on March 15, 2021, and will not receive any payments or other benefits in connection with her retirement from the firm on March 31, 2021. The 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 STOCK AND PSUS THAT VEST UPON | PRESENT VALUE OF PREMIUMS FOR RETIREE | TOTAL ($) | NAME | VALUE OF UNVESTED RSUS AND PSUS THAT VEST UPON TERMINATION ($) | VALUE OF UNVESTED THAT VEST UPON | TOTAL ($) | |||||||||||||||||||||||
| Cause or Termination with Violation(a) | David M. Solomon |
| 0 |
| 0 |
| 0 | All NEOs |
| 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) | David M. Solomon |
| 0 |
| 372,660 |
|
| 372,660 |
| ||||||||||||||||||||||
John E. Waldron |
| 0 |
| 531,001 |
|
| 531,001 |
| |||||||||||||||||||||||
Stephen M. Scherr |
| 0 |
| 442,204 |
|
| 442,204 |
| |||||||||||||||||||||||
John F.W. Rogers |
| 0 |
| 274,614 |
|
| 274,614 |
| |||||||||||||||||||||||
Karen P. Seymour |
| 0 |
| 0 |
| 0 | |||||||||||||||||||||||||
Termination without Violation(a) | David Solomon |
| 0 |
|
| 297,147 |
|
| 297,147 |
| |||||||||||||||||||||
John Waldron |
|
0 |
|
|
198,108 |
|
|
198,108 |
| ||||||||||||||||||||||
Stephen Scherr |
|
0 |
|
|
N/A |
|
|
0 |
| ||||||||||||||||||||||
Philip Berlinski |
|
0 |
|
|
N/A |
|
|
0 |
| ||||||||||||||||||||||
Kathryn Ruemmler |
|
0 |
|
|
N/A |
|
|
0 |
| ||||||||||||||||||||||
Death or Disability(b) | David Solomon |
| 0 |
|
| 7,637,932 |
|
| 7,637,932 |
| |||||||||||||||||||||
John Waldron |
|
0 |
|
|
5,092,211 |
|
|
5,092,211 |
| ||||||||||||||||||||||
Stephen Scherr |
|
0 |
|
|
N/A |
|
|
0 |
| ||||||||||||||||||||||
Philip Berlinski |
|
0 |
|
|
N/A |
|
|
0 |
| ||||||||||||||||||||||
Kathryn Ruemmler |
|
22,630,128 |
|
|
N/A |
|
|
22,630,128 |
| ||||||||||||||||||||||
Conflicted Employment(c) | David Solomon |
| 0 |
|
| 0 |
|
| 0 |
| |||||||||||||||||||||
John Waldron |
|
0 |
|
|
0 |
|
|
0 |
| ||||||||||||||||||||||
Stephen Scherr |
|
0 |
|
|
N/A |
|
|
0 |
| ||||||||||||||||||||||
Philip Berlinski |
|
0 |
|
|
N/A |
|
|
0 |
| ||||||||||||||||||||||
Kathryn Ruemmler |
|
0 |
|
|
N/A |
|
|
0 |
| ||||||||||||||||||||||
Termination in Connection with a Change in Control(d) | David Solomon |
| 0 |
|
| 7,637,932 |
|
| 7,637,932 |
| |||||||||||||||||||||
John Waldron |
|
0 |
|
|
5,092,211 |
|
|
5,092,211 |
| ||||||||||||||||||||||
Stephen Scherr |
|
0 |
|
|
N/A |
|
|
0 |
| ||||||||||||||||||||||
Philip Berlinski |
|
0 |
|
|
N/A |
|
|
0 |
| ||||||||||||||||||||||
Kathryn Ruemmler |
|
22,630,128 |
|
|
N/A |
|
|
22,630,128 |
| ||||||||||||||||||||||
The amounts potentially payable to our NEOs under our pension plan and vested RSUs, as applicable, are set forth under the —2021 Pension Benefits and —2021 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 or other conduct detrimental to our firm or other circumstances).
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 63 |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| (a) | Amounts included for SVC Awards reflect level of achievement against absolute and relative thresholds, based on actual performance as of December 31, 2021, pro-rated 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, |
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 below) of employees or clients of our firm, by an NEO prior to delivery or settlement of RSUs, |
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, 2021. 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, 2021. In |
Retiree Healthcare
In the case of a termination for cause or termination with Violation (see footnote (a) above), 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 – $336,425, Mr. Waldron – $466,928, Mr. Scherr – $373,574, Mr. Berlinski – $614,863 and Ms. Ruemmler – $0.
In 2021, PMDs with eight or more years of PMD service are eligible to receive medical and dental coverage under our retiree healthcare program for themselves and eligible dependents. The 2021 healthcare program provided a
| 64 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
75% firm subsidy to eligible retirees and their covered dependents. The firm amended the retiree healthcare program effective January 1, 2022 to provide 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 will no longer be subsidized by the firm. In addition, any new PMDs promoted or hired on or after January 1, 2021, will no longer 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 this revised subsidy; 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 2022 (current plan still in effect for 2021) and were determined using a December 31, 2021 retirement date and the following assumptions: a 3.12% 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 5.75% pre-65, 6.25% post-65, increasing 0.25% in 2023 and then grading down 0.25% per year until ultimate rate of 4.50% for medical and pharmacy and 5.25% 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 may forfeit some or all of his or her benefits and/or coverage under our retiree healthcare program.
Other Terms
As PMDs, during 2021, our NEOs arewere generally subject to a policy of 90 days’ 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).
For purposes of describing our PSUs, RSUs Restricted Stock and PSUs,the SVC Awards, the above-referenced terms generally have the following meanings:
“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,
COMPENSATION MATTERS—EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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.
“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 by two-thirds of the incumbent directors). |
“Conflicted Employment” occurs where (a) a participant resigns solely to accept employment at any U.S. federal, state or local government, any non-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 Regulation S-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.
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 65 |
COMPENSATION MATTERS—COMPENSATION COMMITTEE REPORT
“Good 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” 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 relationships; |
| ∎ | 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; |
| ∎ | 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; |
COMPENSATION MATTERS—COMPENSATION COMMITTEE REPORT
| ∎ | 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 |
| ∎ | 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 us; |
| ∎ |
|
| ∎ | 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 default.” |
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 CookMeridian and the 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
Michele Burns, Chair
Drew Faust
Kimberley Harris
Ellen Kullman
Lakshmi Mittal
Adebayo Ogunlesi (ex-officio)
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
COMPENSATION MATTERS—ITEM 2. AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY)
20202021 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 Our Compensation Committee Makes Decisions“ in our CD&A (see page 36); |
| ∎ | “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 35), as well as the executive compensation tables and related disclosure that follow (beginning on page 54)57).
| |
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.
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 Regulation S-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 see Frequently Asked QuestionsQuestions..
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
COMPENSATION MATTERS—PAY RATIO DISCLOSURE
| ∎ | In accordance with SEC rules, we have calculated the ratio between the |
| ∎ | 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 |
| » | We identified the employee who received the Median Compensation Amount as of December 31, 2020 using the firm’s standard internal compensation methodology known as “per annum total compensation,” which measures each employee’s fixed compensation and incentive compensation for a particular year, with appropriate prorations made to reflect actual compensation paid to part-time employees and currency conversions, as applicable. |
| » | SEC rules permit identification of this median employee once every three years. As such, the Median Compensation Amount for 2021 reflects the 2021 “per annum total compensation” of the employee we identified as of December 31, 2020, given that there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact pay ratio disclosure. |
| ∎ | 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. |
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
COMPENSATION MATTERS—NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
20202021 DIRECTOR COMPENSATION PROGRAM
Non-Employee Director Compensation Program
As we disclosed inIn 2021, our proxy statement last year, we made a change to significantly lowershareholders approved an amended and restated SIP, which fixed the total amount of compensation for our non-employee directors, starting with our 2020 Director Compensation Program. As we previously committed to do, we also included a fixed amount of annual director compensation incompensation. Consistent with our SIP, for which we are seeking shareholder approval at our 2021 Annual Meeting (see —Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2021)).
Our 2020 Director Compensation Program consisted of:
COMPONENTS OF DIRECTOR COMPENSATION PROGRAM | ANNUAL VALUE OF AWARD | FORM AND TIMING OF PAYMENT | ||
Annual RSU Grant | $350,000 |
| ||
Annual Retainer | $100,000 |
| ||
Total Annual Base Compensation | $450,000 | |||
Committee Chair Fee (if applicable) | $25,000 |
| ||
| (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 or serving on special committees formed from time to |
While our 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), the decision to make this significant reduction in compensation levels, beginning with the 2020 Director Compensation Program, was the result of a targeted review of the quantum and design of our Director Compensation Program, initiated at the direction of our Lead Director.
The table below indicates the elements and total amount of compensation determined by our Board to be awarded to each non-employee director for services performed in 2020.
| (b) |
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In December 2020,2021, our Governance Committee reviewed the form and amount of the Director Compensation Program and recommended that the Board set the 20212022 Director Compensation Program in an amount unchanged from 20202021 levels. In connection with this review, the Governance Committee took into account:
| ∎ | Advice from its independent consultant, including with respect to benchmarking on the form, structure and amount of peer director |
| ∎ | The amount and structure of the compensation |
| ∎ | Feedback from |
| ∎ | Commitments made in connection with the |
COMPENSATION MATTERS—NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
KEY FEATURES OF DIRECTOR COMPENSATION
∎ Is designed to attract and retain highly
∎ Appropriately values the
∎ Effectively and meaningfully aligns interests of directors with long-termshareholder 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
∎ Reflects the shared responsibilityof all directors |
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Significant Time commitment
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In addition to preparation for and attendance at Board and Committee meetings, our directors are engaged in a variety of other ways, including:
∎ 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. | ||||||||||
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 69 |
COMPENSATION MATTERS—NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
2021 DIRECTOR SUMMARY COMPENSATION TABLE
Highlights of Our Director Compensation Program | ||||||
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
∎ Non-employee directors must hold all RSUs granted to them during their entire tenure
∎ Shares of Common Stock underlying the RSUs do not deliver until after a director’s retirement
All non-employee directors are required to own at least 5,000 shares of Common Stock or vested RSUs, with a five-year transition period for new directors |
What We Don’t Do
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Maximum of no more than 30% in cash, if elected by Directordirector Minimum of at least 70% Equity Compensation
COMPENSATION MATTERS—NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
DIRECTOR SUMMARY COMPENSATION TABLEequity compensation
RETENTION OF INDEPENDENT NON-EMPLOYEE DIRECTOR COMPENSATION CONSULTANT |
In 2020,2021, our Governance Committee reappointed FW Cook, a compensation consultant, to conduct an independent review of our non-employee Director Compensation Program. FW Cook assessed the structure of our Director Compensation Program and its value compared to competitive market practices, taking into account the emphasis on equity compensation, the hold-thoughhold-through retirement requirement and other restrictions on the RSUs as well as the August 2020 resolution of the director compensation litigation and the inclusion of a fixed amount of annual director compensation specified in the SIP.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 our non-employee directors with the long-term interests of our shareholders.
Our Governance Committee determined that FW Cook is independent and does not have conflicts of interest in providing services to our Governance Committee.
The following table sets forth the 2020 compensation for our non-employee directors as determined by SEC rules, which require us to include equity awards granted during 2020 2021 and cash compensation earned for 2020.2021. Historically, we have granted equity-based awards to our non-employee directors for a particular year shortly after that year’s end. While we continue this practice for the Annual Grant RSUs, this year we started granting RSUs in respect of the 2021 Annual Retainer and/or Committee Chair Fee, quarterly in arrears (to provide for periodic grants and payments over the course of the year and in alignment with market practice). Accordingly, this table includes RSUs granted in January 2020 for services performed in 2019 pursuant to our 2019 Director Compensation Program and levels and cash paid during 2020 (quarterly, in arrears) for services performed in 2020 for those directors who elected to receive cash payments.includes:
| FEES EARNED OR PAID IN CASH ($)(a) | STOCK AWARDS ($)(b) | ALL OTHER COMPENSATION ($)(c) | TOTAL ($) | |||||||||||||
Michele Burns |
| 125,000 |
|
| 500,189 |
|
| 19,727 |
|
| 644,916 |
| ||||
Drew Faust |
| 100,000 |
|
| 500,189 |
|
| 16,000 |
|
| 616,189 |
| ||||
Mark Flaherty |
| 100,000 |
|
| 500,189 |
|
| 20,000 |
|
| 620,189 |
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Ellen Kullman |
| — |
|
| 592,086 |
|
| 20,000 |
|
| 612,086 |
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Lakshmi Mittal |
| — |
|
| 575,355 |
|
| — |
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| 575,355 |
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Adebayo Ogunlesi |
| — |
|
| 600,577 |
|
| — |
|
| 600,577 |
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Peter Oppenheimer |
| — |
|
| 600,577 |
|
| 20,000 |
|
| 620,577 |
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Jan Tighe |
| — |
|
| 500,189 |
|
| 10,000 |
|
| 510,189 |
| ||||
David Viniar |
| 100,000 |
|
| 500,189 |
|
| — |
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| 600,189 |
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Mark Winkelman |
| — |
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| 600,577 |
|
| 45,000 |
|
| 645,577 |
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| 70 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
COMPENSATION MATTERS—NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
2021 DIRECTOR SUMMARY COMPENSATION TABLE
| ∎ | RSUs granted in January 2021 (2020 Annual Grant, Annual Retainer and/or Committee Chair Fees) for services performed in 2020; |
| ∎ | RSUs granted (for quarters one through three, in arrears) during 2021 (2021 Annual Retainer and/or Committee Chair Fee) for services performed in 2021 for directors who elected RSUs; and |
| ∎ | Cash earned for services performed in 2021 paid during 2021 and in January 2022 (2021 Annual Retainer and/or Committee Chair Fee) for directors who elected cash. |
2021 FEES EARNED OR | STOCK AWARDS ($) | ALL OTHER COMPENSATION | TOTAL ($) | |||||||||||||||||||||
2020 PROGRAM(b) |
2021 PROGRAM(c) |
TOTAL | ||||||||||||||||||||||
| Michele Burns | 125,000 | 350,016 | — | 350,016 | 20,000 | 495,016 | ||||||||||||||||||
| Drew Faust | 100,000 | 350,016 | — | 350,016 | 20,000 | 470,016 | ||||||||||||||||||
| Mark Flaherty | 100,000 | 350,016 | — | 350,016 | 20,000 | 470,016 | ||||||||||||||||||
| Kimberley Harris | 66,667 | — | — | — | — | 66,667 | ||||||||||||||||||
| Ellen Kullman | — | 475,499 | 94,375 | 569,874 | 20,000 | 589,874 | ||||||||||||||||||
| Lakshmi Mittal | — | 450,229 | 75,373 | 525,602 | — | 525,602 | ||||||||||||||||||
| Adebayo Ogunlesi | — | 475,499 | 94,375 | 569,874 | 20,000 | 589,874 | ||||||||||||||||||
| Peter Oppenheimer | — | 475,499 | 94,375 | 569,874 | 20,000 | 589,874 | ||||||||||||||||||
| Jan Tighe | 100,000 | 450,229 | — | 450,229 | 16,000 | 566,229 | ||||||||||||||||||
| Jessica Uhl | 50,000 | — | — | — | 5,000 | 55,000 | ||||||||||||||||||
| David Viniar | 100,000 | 350,016 | — | 350,016 | 20,000 | 470,016 | ||||||||||||||||||
| Mark Winkelman | — | 475,499 | 94,375 | 569,874 | 45,000 | 614,874 | ||||||||||||||||||
| (a) | Includes 2021 Annual Retainer and 2021 Committee Chair Fee. For |
| (b) |
|
| (c) | Includes 2021 Annual Retainer and 2021 Committee Chair Fee. These values reflect the grant date fair value of RSUs granted for quarters one through three during 2021, in arrears, for service in 2021. The grant date fair value of these RSUs was based on the closing price per share of Common Stock on the NYSE on each of the dates of grant: April 15, 2021 ($338.55), July 14, 2021 ($374.40) and October 18, 2021 ($413.69). These RSUs were vested upon grant and provide for delivery of the underlying shares of Common Stock on the first eligible trading day |
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 |
Please refer to Beneficial Ownership for information pertaining to the outstanding equity awards (all of which are vested) held by each non-employee director as of March 1, 2021,February 28, 2022, including RSUs granted in January 2022 (for the 2021 Annual Grant and the final quarterly grant for the 2021 Retainer and/or Committee Chair Fee) for services performed in 2020.2021.
For more information on the work of our Board and its Committees, see Corporate Governance.
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
COMPENSATIONAUDIT MATTERS—ITEM 3. APPROVALRATIFICATION OF THE GOLDMAN SACHS AMENDED AND RESTATED SIP (2021)PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022
KEY FACTS ABOUT OUR 2021 SIPASSESSMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Item 3. ApprovalRatification of The Goldman Sachs Amended and Restated SIP (2021)PwC as our Independent Registered Public Accounting Firm for 2022
Proposal | ||||
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What is being voted on:
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On February 26, 2021, upon the recommendation of our Compensation Committee, our Board of Directors unanimously approved the 2021 SIP, subject to approval by our shareholders at this Annual Meeting.
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For detailed information on the vote required for this matter and the choices available for casting your vote, please see Frequently Asked Questions.
COMPENSATION MATTERS—ITEM 3. APPROVAL OF THE GOLDMAN SACHS AMENDED AND RESTATED SIP (2021)
STRONG TRACK RECORD OF MITIGATING DILUTION
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Historical Burn Rate. Our equity-based compensation program results in a relatively high burn rate because of the broad-based participation of our employees and the higher percentage of our compensation and benefits expense that is equity-based compared to our U.S.-based Peers. Our burn rate is further inflated because of our strong history of buying back shares, which lowers our shares outstanding and consequently increases the burn rate. However, our share repurchases help us to return capital to shareholders and historically have been accretive to EPS and ROE. Since the end of 2009, our Common Stock outstanding has declined 33% to a year-end record low of 344.1 million shares. The graph below demonstrates our leading management of shares outstanding post-crisis and our efforts to mitigate dilution through buybacks.
Change in Common Stock Outstanding (2009YE–2020YE)
MS BAC WFC JPM BK C GS -33% -27% -27% -23% -20% -13%(a) 33%
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The following table further illustrates how share repurchases have offset increases in our Common Stock outstanding:
| 2018 | 2019 | 2020 | TOTAL/AVERAGE | |||||
| (a) Equity-based awards granted(1) | 9,230,782 | 12,077,810 | 8,923,713 | 30,232,305 | ||||
| (b) Shares repurchased(2) | (13,946,896) | (25,828,620) | (8,157,152) | (47,932,668) | ||||
| (c) Common Stock outstanding | 367,741,973 | 347,343,184 | 344,088,725 | — | ||||
| (d) Common Stock outstanding (adjusted for cumulative repurchases since 2000)(3) |
889,062,439 |
894,492,270 |
899,394,963 |
— | ||||
| (e) Unadjusted burn rate (a/c)(4) | 2.5% | 3.5% | 2.6% | 2.9%(5) | ||||
| (f) Burn rate adjusted for share repurchases (a/d)(4) | 1.0% | 1.4% | 1.0% | 1.1%(5) | ||||
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COMPENSATION MATTERS—ITEM 3. APPROVAL OF THE GOLDMAN SACHS AMENDED AND RESTATED SIP (2021)
EQUITY COMPENSATION PLAN INFORMATION
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Unadjusted Adjusted for Repurchases Unadjusted Adjusted for Repurchases 2.9% 1.1% 2.6% 1.0%
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The following table provides information as of December 31, 2020 and as of March 1, 2021 regarding securities to be issued on exercise of outstanding stock options or pursuant to outstanding RSUs and securities remaining available for issuance under our 2018 SIP and its predecessor plans (referred to herein as the 2003 SIP, the 2013 SIP and the 2015 SIP), the only equity plans that remained in effect between January 1, 2020 and March 1, 2021.
NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (#)(a) | WEIGHTED-AVERAGE OF OUTSTANDING | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN THE SECOND COLUMN) (#) | ||||||||||||||||||||||||
PLAN
CATEGORY | AS OF
12/31/20 | AS OF
3/1/21 | AS OF
12/31/20 | AS OF
3/1/21 | AS OF
12/31/20 | AS OF
3/1/21 | ||||||||||||||||||||
Equity compensation plans approved by security holders | 2003 SIP |
| 17,398 |
|
| 17,398 |
|
| — |
|
| — |
|
| — |
|
| — |
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2013 SIP |
| 34,185 |
|
| 34,185 |
|
| — |
|
| — |
|
| — |
|
| — |
| ||||||||
2015 SIP |
| 2,584,082 |
|
| 850,534 |
|
| — |
|
| — |
|
| — |
|
| — |
| ||||||||
2018 SIP |
| 16,751,334 |
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| 19,673,828 |
|
| — |
|
| — |
|
| 55,515,851(c) |
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| 49,690,782(c) |
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| Equity compensation plans not approved by security holders | None |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| — |
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| Total |
| 19,386,999 |
|
| 20,575,945 |
|
| — |
|
| — |
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| 55,515,851 |
|
| 49,690,782 |
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COMPENSATION MATTERS—ITEM 3. APPROVAL OF THE GOLDMAN SACHS AMENDED AND RESTATED SIP (2021)
SUMMARY OF MATERIAL TERMS OF THE 2021 SIP
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In assessing the appropriate terms of the 2021 SIP, our Compensation Committee considered, among other items, the existing terms of the 2018 SIP, our compensation philosophy and practices, feedback from our shareholders, feedback from our regulators on our philosophy and practices, as well as input from FW Cook, the Compensation Committee’s independent compensation consultant and settlement of the non-employee director litigation.
The following summary of the material terms of the 2021 SIP is qualified in its entirety by reference to the complete text of the 2021 SIP, which is attached hereto as Annex C.
Purpose. The purposes of the 2021 SIP are to:
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Types of Awards. The 2021 SIP provides for grants of the following specific types of awards, and also permits other equity-based or equity-related awards (each, an Award and, collectively, Awards). Each Award will be evidenced by an award agreement (together with any award statement or supplemental documents, an Award Agreement), which will govern that Award’s terms and conditions.
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Eligibility. The 2021 SIP permits grants of Awards to individuals in the following classes of persons: (1) any current or prospective director of Goldman Sachs, (2) any current or prospective officer or employee of Goldman Sachs, (3) any current or prospective consultant or other service provider to Goldman Sachs, and (4) any former director, officer or employee of, or consultant or other service provider to, Goldman Sachs solely with respect to
COMPENSATION MATTERS—ITEM 3. APPROVAL OF THE GOLDMAN SACHS AMENDED AND RESTATED SIP (2021)
SUMMARY OF MATERIAL TERMS OF THE 2021 SIP
their final year of service to the firm. As of December 31, 2020, Goldman Sachs had 11 directors, 9 executive officers, approximately 40,500 employees and approximately 5,300 consultants or other service providers to Goldman Sachs who are, in each case, eligible to participate in the 2021 SIP.
Term. The 2021 SIP will terminate at, and no more Awards will be permitted to be granted thereunder without further shareholder approval on or after, the date of our annual meeting of shareholders that occurs in 2025. The termination of the 2021 SIP will not affect previously granted Awards.
Administration. The 2021 SIP generally will be administered by our Compensation Committee (and those to whom it delegates authority), unless our Board determines otherwise. For purposes of this summary, we refer to the committee that administers the 2021 SIP, and to any person or group to whom this committee delegates authority, as the “Committee.” The Committee is granted broad discretion to make awards under the 2021 SIP and to interpret and implement the 2021 SIP. In exercising this authority, the Committee (and to the extent exercised by the Board, the Board) will have no liability for any action taken or omitted to be taken in good faith. This means that no person, including grantees or Goldman Sachs shareholders, may hold the members of the Committee (or the Board) personally liable for their good faith actions or omissions taken under the 2021 SIP. Our Board, in its sole discretion, also may grant Awards or administer the 2021 SIP.
Shares Subject to the Plan; Other Limitations of Awards. Up to approximately 70 million shares of Common Stock may be delivered pursuant to Awards granted under the 2021 SIP (i.e., 20 million shares plus the additional approximately 50 million that remain available for issuance under the 2018 SIP). These shares may be newly issued shares or treasury shares. Each Award or share of Common Stock underlying an Award will count as one share of Common Stock for these purposes. If any Award granted under the 2021 SIP, 2018 SIP, 2015 SIP or 2013 SIP is forfeited, otherwise terminated or canceled without the delivery of shares of Common Stock, shares of Common Stock are surrendered or withheld from any Award (including to satisfy federal, state, local or foreign taxes) or shares of Common Stock are tendered to pay the exercise price of any Award granted under the 2021 SIP, 2018 SIP, 2015 SIP or 2013 SIP, then the shares covered by such forfeited, terminated or canceled Award or equal to the number of shares surrendered, withheld or tendered will again become available to be delivered pursuant to Awards granted under the 2021 SIP. In the case of an acquisition, any shares of Common Stock that we deliver with respect to an Award that we become obligated to make through the assumption of, or in substitution for, outstanding awards previously granted by an acquired entity will not count against the shares of Common Stock available to be delivered pursuant to Awards under the 2021 SIP.
No more than 24 million shares of Common Stock may be delivered under the 2021 SIP pursuant to the exercise of ISOs.
In the event of any increase or decrease in the number of issued shares of Common Stock (or issuance of shares of stock other than shares of Common Stock) resulting from certain corporate transactions that affect the capitalization of Goldman Sachs, the Committee will adjust the number of shares of Common Stock issuable under the 2021 SIP and the terms of any outstanding Awards in such manner as it deems appropriate to prevent the enlargement or dilution of rights.
As of March 1, 2021, the closing price of a share of Common Stock on the NYSE was $329.92.
Fixed Amount of Non-Employee Director Compensation. The 2021 SIP fixes annual compensation for each non-employee director at an amount equal to $450,000, in the case of a non-employee director who does not serve as a chair of a committee, and $475,000, in the case of a non-employee director who serves as a committee chair. For additional detail on our non-employee director compensation program, see —Non-Employee Director Compensation Program.
Amendment. The Board may, at any time, suspend, discontinue, revise or amend the 2021 SIP in any respect whatsoever, including in any manner that adversely affects the rights, duties or obligations of any recipients of Awards. In general, we will seek shareholder approval: (1) for any suspension, discontinuance, revision or amendment only to the extent necessary to comply with any applicable law, rule or regulation, or (2) for any amendment to increase the fixed amount of annual non-employee director compensation.
COMPENSATION MATTERS—ITEM 3. APPROVAL OF THE GOLDMAN SACHS AMENDED AND RESTATED SIP (2021)
SUMMARY OF MATERIAL TERMS OF THE 2021 SIP
Double-Trigger Change in Control. The Committee may include provisions in any Award Agreement relating to a Change in Control, including the acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions or deemed satisfaction of goals with respect to, any outstanding Awards. No such acceleration, lapse or deemed satisfaction may occur with respect to a Change in Control unless (in addition to any other conditions set forth in the Award Agreement):
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“Change in Control,” “Cause” and “Good Reason” are defined in the 2021 SIP and, unless the Award Agreement indicates otherwise, have the same meanings set forth above under —Executive Compensation—Potential Payments Upon Termination or Change in Control.
No Hedging, Pledging or Transferring Awards. Except as provided in the Award Agreement, no Award (or any rights and obligations thereunder) granted to any person under the 2021 SIP may be sold, transferred, pledged, hedged, exchanged, assigned, hypothecated, fractionalized or otherwise disposed of (including through the use of any cash-settled instrument) other than by will or by the laws of descent and distribution, and all Awards (and any rights thereunder) shall be exercisable during the life of the recipient only by the recipient or by the recipient’s legal representative. The Committee may adopt procedures pursuant to which some or all recipients of RSUs or Restricted Shares may transfer some or all of these Awards through a gift for no consideration to any immediate family member or a trust in which the recipient and/ or the recipient’s immediate family members in the aggregate have 100% (or such lesser amount as determined by the Committee from time to time) of the beneficial interest (as determined pursuant to such procedures), provided that the Award will continue to remain subject to the same terms and conditions. In addition, the Committee may adopt procedures pursuant to which a recipient may be permitted to bequeath some or all of the recipient’s outstanding RSUs under the recipient’s will to a charitable organization.
Repayment. If the Committee determines that all terms and conditions of the 2021 SIP and the Award Agreement in respect of an Award were not satisfied, then the recipient will be obligated immediately upon our demand, as determined by us in our sole discretion, (i) either to (A) return to us the number of shares of Common Stock received under the Award or (B) pay us an amount equal to the fair market value of such shares determined at the time of delivery for RSUs or at vesting or transferability for Restricted Shares, in each case, without reduction for any shares of Common Stock or amount applied to satisfy withholding tax or other obligations in respect of such shares (other than the payment of an exercise price), and (ii) to repay to us property or cash received under any Dividend Equivalent Rights.
Right of Offset. We have the right to offset against our obligation to (i) deliver shares of Common Stock (or other property or cash), (ii) release restrictions and/or other terms and conditions in respect of Restricted Shares or (iii) pay dividends or make payments under Dividend Equivalent Rights (granted alone or in connection with any Award), in each case, under the 2021 SIP or any Award Agreement, any outstanding amounts the recipient then owes to us and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Our right to offset is subject to the constraints of Section 409A of the Code.
Other Terms of Awards. No recipient of any Award under the 2021 SIP will have any of the rights of a shareholder of Goldman Sachs with respect to shares subject to an Award until the delivery of the shares. Awards under the 2021 SIP may be granted in lieu of, or determined by reference to, cash bonus and/or other compensation.
COMPENSATION MATTERS—ITEM 3. APPROVAL OF THE GOLDMAN SACHS AMENDED AND RESTATED SIP (2021)
NEW PLAN BENEFITS
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The amount of each participant’s Awards, if any, for 2021 will be determined in the discretion of the Committee and therefore cannot be calculated. As a result, we cannot determine the number or type of Awards that will be granted under the 2021 SIP to any participant for 2021. The RSUs and/or PSUs granted for 2020 compensation, which would not have changed if the 2021 SIP had been in place instead of the 2018 SIP, were as follows:
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The following is a brief description of the U.S. federal income tax consequences generally arising with respect to the grant of RSUs, Restricted Shares, stock options and SARs. This description is not intended to, and does not, provide or supplement tax advice to recipients of Awards. Recipients are advised to consult with their own independent tax advisors with respect to the specific tax consequences that, in light of their particular circumstances, might arise in connection with their receipt of Awards under the 2021 SIP, including any state, local or foreign tax consequences and the effect, if any, of gift, estate and inheritance taxes.
RSUs. A recipient of an RSU (whether time-vested or subject to achievement of performance goals) will not be subject to income taxation at grant. Instead, the recipient will be subject to income tax at ordinary rates on the fair market value of the Common Stock (or the amount of cash) received on the date of delivery. The recipient will be subject to FICA (Social Security and Medicare) tax at the time any portion of such Award is deemed vested for tax purposes. The fair market value of the Common Stock (if any) received on the delivery date will be the recipient’s tax basis for purposes of determining any subsequent gain or loss from the sale of the Common Stock, and the recipient’s holding period with respect to such Common Stock will begin at the delivery date. Gain or loss resulting from any sale of Common Stock delivered to a recipient will be treated as long- or short-term capital gain or loss depending on the holding period.
Restricted Shares. A recipient of a Restricted Share will be subject to income tax at ordinary rates, as well as FICA (Social Security and Medicare) tax, on the fair market value of the Common Stock (or the amount of cash) on the date that the Award is deemed vested for tax purposes (which may be the same as the grant date). The fair market value of the Common Stock (if any) on this date will be the recipient’s tax basis for purposes of determining any subsequent gain or loss from the sale of the Common Stock, and the recipient’s holding period with respect to such Common Stock will begin on such date. Gain or loss resulting from any sale of Common Stock underlying an award of Restricted Shares will be treated as long- or short-term capital gain or loss depending on the holding period.
If permitted by the applicable award agreement, pursuant to Section 83(b) of the Code and the regulations thereunder and solely to the extent the Restricted Shares are not considered vested for tax purposes on the grant date, a recipient may elect, within thirty days after the date of the grant of the Restricted Shares, to recognize as of the grant date ordinary income equal to the fair market value of the shares of Common Stock awarded (less any amount the recipient may have paid for the shares), determined on the date of grant (without regard to the forfeiture conditions and transfer restrictions). Such income will be subject to income tax withholding, as well as FICA (Security and Medicare) tax at the time of making such election. If a recipient makes this election, the recipient’s holding period will begin the day after the date of grant and no additional income will
COMPENSATION MATTERS—ITEM 3. APPROVAL OF THE GOLDMAN SACHS AMENDED AND RESTATED SIP (2021)
U.S. FEDERAL TAX IMPLICATIONS OF RSUS, RESTRICTED SHARES, OPTIONS AND SARS
be recognized by the recipient on the date the Award is considered vested for tax purposes. However, if the recipient forfeits the Restricted Shares before such date the Award is considered vested for tax purposes, no deduction or capital loss will be available except to the extent of any amounts the recipient may have paid for the shares (even though the recipient previously recognized income with respect to such forfeited Restricted Shares).
Nonqualified Options and SARs. The grant of a nonqualified option (i.e., other than an ISO) or SAR will create no tax consequences at the grant date for the recipient or Goldman Sachs. Upon exercising such an option or SAR, the recipient will recognize ordinary income equal to the excess of the fair market value of the shares of Common Stock (and/or cash or other property) acquired on the date of exercise over the exercise price, and will be subject to FICA tax in respect of such amounts. A recipient’s disposition of Common Stock acquired upon the exercise of a nonqualified option or SAR generally will result in long- or short-term capital gain or loss measured by the difference between the sale price and the recipient’s tax basis in such shares (the tax basis in the acquired shares of Common Stock generally being the exercise price plus any amount recognized as ordinary income in connection with the exercise of the option).
Special Tax Treatment of ISOs. A recipient will not recognize taxable income upon exercising an ISO except that the alternative minimum tax may apply. Upon a disposition of Common Stock acquired upon exercise of an ISO before the end of the applicable ISO holding periods, the recipient generally will recognize ordinary income equal to the lesser of (i) the excess of the fair market value of the Common Stock at the date of exercise of the ISO over the exercise price or (ii) the amount realized upon the disposition of the ISO Common Stock over the exercise price. Otherwise, a recipient’s disposition of Common Stock acquired upon the exercise of an ISO for which the ISO holding periods are met generally will result in long-term capital gain or loss measured by the difference between the sale price and the recipient’s tax basis in such shares (the tax basis in the acquired shares of Common Stock for which the ISO holding periods are met generally being the exercise price of the ISO).
Deduction. Goldman Sachs generally will be entitled to a tax deduction equal to the amount recognized as ordinary income by the recipient in connection with the delivery of Common Stock pursuant to an RSU, the vesting of a Restricted Share or the exercise of an option or SAR. Goldman Sachs will not be entitled to any tax deduction with respect to an ISO if the recipient holds the shares for the ISO holding periods prior to disposition of Common Stock, and is generally not entitled to a tax deduction for an ISO (or any other award) with respect to any amount that represents compensation in excess of $1 million paid to “covered employees” under Section 162(m) of the Code.
Section 409A. Some Awards under the 2021 SIP may be considered to be deferred compensation subject to special U.S federal income tax rules (Section 409A of the Code). Failure to satisfy the applicable requirements under these provisions for Awards considered deferred compensation would result in the acceleration of income and additional income tax liability to the recipient, including certain penalties. The 2021 SIP and Awards under the 2021 SIP are intended to be designed and administered so that any Awards under the 2021 SIP that are considered to be deferred compensation will not give rise to any negative tax consequences to the recipient under these provisions.
AUDIT MATTERS—ITEM 4. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021
ASSESSMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2021
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Board recommendation: Our Board unanimously recommends a vote FOR ratification of the appointment of PwC as our independent registered public accounting firm for 2022.
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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 2021.2022. 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
∎ Proactivity
∎ Ability to meet deadlines
∎ | ∎ 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
∎ Management feedback
∎ Lead partner performance
∎ Comprehensiveness of
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In particular, our Audit Committee took into account:
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 |
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
AUDIT MATTERS—ITEM 4.3. RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 20212022
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), Big 4 peer reviews and SEC regulations. |
| ∎ | Both the firm and PwC have controls to ensure the continued independence of PwC, including firm policies limiting the hiring of audit team members and PwC policies and procedures to maintain independence. |
| ∎ | 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.
2020 ($ IN MILLIONS) | PERCENT OF 2020 SERVICES APPROVED BY AUDIT COMMITTEE | 2019 ($ IN MILLIONS) | PERCENT OF 2019 SERVICES APPROVED BY AUDIT COMMITTEE | 2021 ($ IN MILLIONS) | PERCENT OF 2021 SERVICES APPROVED BY AUDIT COMMITTEE | 2020 ($ IN MILLIONS) | PERCENT OF 2020 SERVICES APPROVED BY AUDIT COMMITTEE | |||||||||||||||||||||||||
Audit Fees |
| 69.5 |
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| 100% |
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| 69.7 |
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| 100% |
| 73.8 | 100% | 69.5 | 100% | ||||||||||||||||
Audit-Related Fees(a) |
| 13.0 |
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| 100% |
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| 10.8 |
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| 100% |
| 13.4 | 100% | 13.0 | 100% | ||||||||||||||||
Tax Fees(b) |
| 1.5 |
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| 100% |
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| 3.9 |
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| 100% |
| 1.0 | 100% | 1.5 | 100% | ||||||||||||||||
All Other Fees |
| — |
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| — | — | — | — | ||||||||||||||||
| (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 |
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 $51.6 million in 2021 and $49.0 million in 2020 and $89.7 million in 2019.2020.
For detailed information on the vote required for this matter and the choices available for casting your vote, please see Frequently Asked Questions.
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
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, 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 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 any non-audit services rendered by the independent registered public accounting firm to us and our consolidated subsidiaries. See —Item 4.3. Ratification of PwC as our Independent Registered Public Accounting Firm for 20212022.
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 20202021 be included in the 20202021 Annual Report on Form 10-K.
Audit Committee
Peter Oppenheimer, Chair
Mark Flaherty
Adebayo Ogunlesi (ex-officio)
Jan Tighe
Jessica Uhl
Mark Winkelman
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
ITEMS 5-8.4-7. SHAREHOLDER PROPOSALS
Items 5-8.4-7. Shareholder Proposals
We are committed to active engagement with our shareholders. If you would like to speak with us, please contact our Investor Relations team at gs-investor-relations@gs.com.
Proposal
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What is being voted on: In accordance with SEC rules, we have set forth below certain shareholder proposals, along with the supporting statements of the respective shareholder proponents, for which we and our Board accept no responsibility. These shareholder proposals are required to be voted upon at our Annual Meeting only if properly presented at our Annual Meeting.
Board recommendation: As explained below, our Board unanimously recommends that you vote AGAINST each shareholder proposal.
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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 5.4. Shareholder Proposal Regarding Shareholder Right to Act by Written ConsentCharitable Giving Reporting
John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California, 90278,The National Center for Public Policy Research, 20 F Street, NW, Suite 700, Washington, DC 20001, beneficial owner of 20 sharesat 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 |
Charitable Giving Reporting
Proposal 5 - Shareholder Right to Act by Written Consent
Shareholders request thatWhereas: Charitable contributions should enhance the image of our board of directors take such steps as may be necessary to permit written consent by shareholders entitled to castcompany in the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This includes shareholder ability to initiate any appropriate topic for written consent.
This proposal topic won 88%-support at an AT&T annual meeting. And this was before the shareholder right to call a special in-person shareholder meeting was eliminated by the 2020 pandemic. Goldman Sachs management put up a smoke screen of outlandish theoretical objections to this proposal topic in 2020 but failed to give a single example of its theoretical objections ever taking place at any company whatsoever.
The Bank of New York Mellon Corporation (BK) said it adopted written consent in 2019 after 45%-support for a written consent shareholder proposal. And this BK action was a year before the pandemic put an end to in-person shareholder meetings - perhaps forever. It is so much easier for management to conduct an online shareholder meeting that management is now spoiled and will never want to return to an in-person shareholder meeting.
Also it currently it takes the formal backing 25% of all shares in existence to call for the newly downgraded special meeting, which can be an online meeting. This means that it takes the backing of almost 33%eyes of the sharespublic. Increased disclosure of these contributions would serve to create greater goodwill for our Company. It would also allow the public to better voice its opinions on our corporate giving strategy. Inevitably, some organizations might be viewed more favorably than others. This could be useful in guiding our Company’s philanthropic decision making in the future. Corporate giving should ultimately enhance shareholder value.
Resolved: That the shareholders request the Company to list the recipients of corporate charitable contributions of $5,000 or more on the company website, along with the material limitations, if any, placed on the restrictions, and/or the monitoring of the contributions and its uses, if any, that normally cast ballots at the annual meetingCompany undertakes.
Supporting Statement: Current disclosure is insufficient to call for a special shareholder meeting.
Shareholders needallow the Company’s Board and shareholders to be able to accomplish more outside of a shareholder meeting due toevaluate the onslaught of online shareholder meetings replacing in-person shareholder meetings.
With the near universalproper use of online annual shareholder meetings, which can last only 10-minutes, shareholders no longer have the right to engage with managementcorporate assets by outside organizations and directors at a shareholder meeting. Special shareholder meetings can nowhow those assets should be online meetings which has an inferior format to even a Zoom meeting.
Shareholders are also severely restricted in making their views known at online shareholder meetings because all challenging questions and comments can be screened out.
For instance the Goodyear shareholder meeting was spoiled by a trigger-happy management mute buttonused, especially for shareholders. And AT&T would not allow shareholders to speak.controversial causes.
DIRECTORS’ RECOMMENDATION |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
We are strongly committed to helping communities where we work and live. Our Office of Corporate Engagement, utilizing the same rigor and innovation as we commit to serving our clients every day, and under the oversight of our Public Responsibilities Committee, has driven inclusive economic growth and opportunity with charitable grants over the last decade including through:
| ∎ | Community TeamWorks, |
| ∎ | GS Gives, |
| ∎ | 10,000 Women, |
| ∎ | 10,000 Small Businesses and |
| ∎ | One Million Black Women. |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
ITEMS 5-8.4-7. SHAREHOLDER PROPOSALS
Please see:
Goodyear’s virtual meeting creates issuesWe already provide significant public information on our core community engagement and philanthropic and educational initiatives on our website (www.gs.com, “Our Commitments”), a summary of which is set forth below, as well as through our annual Sustainability Report. These initiatives, together with shareholder
https://www.crainscleveland.com/manufacturing/goodyears-virtual-meeting-creates-issues-shareholder
Please see:
AT&T investors denied a dial-in as annual meeting goes online
https://whbl.com/2020/04/17/att-investors-denied-a-dial-in-as-annual-meeting-goes-online/1007928/
Now more than ever shareholders need to haveour employee matching gift program, represent the option to take action outside of a shareholder meeting and send a wake-up call to management, if need be, since tightly controlled online shareholder meetings are a shareholder engagement wasteland.
Please vote yes:
Shareholder Right to Act by Written Consent – Proposal 5
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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. We appreciate that certainvast majority of our shareholders may view action by written consentcharitable giving. We also make public filings with the Internal Revenue Service (IRS) for GS Gives and the Goldman Sachs Foundation, which entities fund the significant majority of our philanthropic activities; these filings are publicly available on the IRS website (www.irs.gov/charities-and-nonprofits).
To this end, additional reporting, particularly at such a low threshold as an important right (so long as proper protections are included), and we acknowledge that views vary across our diverse shareholder base.
We appreciate the concerns raisedrequested by the proponent in his proposal, regarding the conductwould neither provide material information to our shareholders, nor a clear picture of certain virtual annual meetings in 2020. In evaluating this proposal, we took stock of the procedures at our 2020 virtual annual meeting, including that all shareholder proponents were permitted to present their proposals live, shareholders were able to submit questions both before and during a clearly designated portion of the annual meetingbroader initiatives and the text of shareholder questions were generally not modified and were read out by our Chairman and CEO as submitted. Over the coursestrategic direction of our extensive shareholder engagement since our 2020 virtual annual meeting — including with the proponent —giving plans. As such, we are not aware of any shareholders who had concerns or complaints regarding the way in which we conducted our 2020 Annual Meeting.
Our Board continues to believe that as proposed, permitting shareholder action by written consent does not promote transparency and does not contain necessary shareholder protections.
Given our ongoing commitment to corporate governance best practices, including Board-level engagement with stakeholders and commitment to shareholder meeting best practices, we continue to believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders.
| ∎ | In conducting our community engagement and carrying out our philanthropic and educational initiatives, we are guided by five key principles. We |
Our Principles (available at www.gs.com, “Our Commitments”):
| » | We take the |
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| » | We mobilize the firm’s greatest resource, our people. |
| » | We align with |
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| » | GS Gives: established in 2007, is a donor advised fund entity for our current and former PMDs to make contributions and recommend grants to qualifying nonprofit organizations. GS Gives has made approximately $2 billion in grants and partnered with over 8,500 nonprofits in 100+ countries around the world since inception. |
| » | 10,000 Women: established in 2008, is an initiative that provides women entrepreneurs around the world with business and management education, mentoring and networking, and access to capital, including through the Women Entrepreneurs Opportunity Facility, a first-of-its-kind partnership with the International Finance Corporation. Since its launch, 10,000 Women has reached more than 100,000 women entrepreneurs across 200+ countries. |
| » | 10,000 Small Businesses: established in 2009, is an initiative that has served nearly 17,000 businesses to help entrepreneurs grow their businesses and create jobs in their communities by providing access to education, capital and support services, working with and through partnerships with local governments and educational institutions, prominent business leaders and community development financial institutions and other mission-driven lenders. We recently redoubled our commitment to small businesses through an additional $250 million to fund the next generation of our 10,000 Small Businesses program. |
| » | One Million Black Women: established in 2021, is a new investment initiative that, in partnership with Black women-led organizations and other partners, seeks to advance |
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
ITEMS 5-8.4-7. SHAREHOLDER PROPOSALS
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| ∎ | In addition, as required, we file with the IRS each year IRS Form 990 for GS Gives and IRS Form 990-PF for Goldman Sachs Foundation. These forms are publicly available on the IRS website and include detailed information regarding the charitable activity of these entities, including a comprehensive listing of the specific amount, grant recipient and grant purpose with respect to |
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ITEMS 5-8. SHAREHOLDER PROPOSALS
Item 6.5. Shareholder Proposal Regarding a Report on the Effects of the Use of Mandatory ArbitrationPolicy for an Independent Chair
The Nathan Cummings Foundation, 475 Tenth Ave, 14th Floor, New York, New York 10018,National Legal and Policy Center, 107 Park Washington Court, Falls Church, Virginia 22046, beneficial owner of 290 sharesat 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 bylaws as necessary, to require hereafter that the Chair of the Board of Directors be an independent member of the Board, consistent with applicable law and existing contracts. If the Board determines that a Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time.
SUPPORTING STATEMENT:
The Chief Executive Officer of The Goldman Sachs Group, Inc. (“Goldman Sachs”) ask, is also Board Chairman. We believe these roles—each with separate, different responsibilities that are critical to the Board of Directors to oversee the preparationhealth of a public report on the impact of the use of mandatory arbitration on Goldman Sachs’s employees and workplace culture. The report should evaluate the impact of Goldman Sachs’s current use of arbitration on the prevalence of harassment and discrimination insuccessful corporation—are greatly diminished when held by a singular company official, thus weakening its workplace and on employees’ ability to seek redress. The report should be prepared at reasonable cost and omit proprietary and personal information.governance structure.
WHEREAS:
Title VII of the Civil Rights Act of 1964 states that it is unlawful “to discriminate against any individual with respect to his compensation, terms, conditions, or privileges of employment, because of such individual’s race, color, religion, sex, or national origin.”1 Nevertheless, 48 percent of African Americans and 36 percent of Hispanics have experienced race-based workplace discrimination.2 More than half of senior-level women say that they have been sexually harassed during their careers, with African American women facing an increased relative risk of sexual harassment in the workplace.3
A workplace that tolerates harassment invites legal, brand, financial and human capital risk. Companies may experience reduced morale, lost productivity, absenteeism and challenges in attracting and retaining talent. Unexpected leadership changes following allegations of harassment or discrimination put shareholder value at risk.
In contrast, research by McKinsey & Company found that companies with high levels of ethnic and cultural diversity are 33 percent more likely to outperform in profitability while those in the top quartile for gender diversity are 27 percent more likely to have superior value creation.4 A study by the Wall Street Journal found that over the five-year period ended June 28, 2019, the 20 most diverse companies in the S&P 500 had an average annual stock return that was almost six percent higher than the 20 least-diverse companies.5
Goldman Sachs requires its employees to agree to arbitrate employment-related claims. Mandatory arbitration limits employees’ remedies for wrongdoing, keeps misconduct secret and prevents employees from learning about shared concerns.6
Arbitration clauses face a changing regulatory landscape. Attorneys general from every state voiced support for ending forced arbitration of sexual harassment claims in 2018. In 2019, the U.S. House of Representatives passed a bill banning mandatory arbitration. California banned the use of arbitration agreements as a condition of employment, Washington state invalidated contracts requiring arbitration of sexual harassment claims and the New York Supreme Court refused to compel arbitration in a harassment lawsuit. Continuing to rely on arbitration clauses for protections, when these may be removed retroactively, creates a long-tail risk forExpert perspectives substantiate our company. Investors’ concerns about arbitration’s potential to allow harassment and discrimination to go unseen are pertinent to Goldman Sachs, where thousands of women have alleged gender bias.position:
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According to the Council of Institutional Investors (https:// |
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A 2014 report from Deloitte (https://bit.ly/3vQGqe1) 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).” |
| ∎ | Proxy adviser Glass Lewis advised ( |
ITEMS 5-8. SHAREHOLDER PROPOSALS
DIRECTORS’ RECOMMENDATION |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
We share the proponent’s views relatingOur directors take very seriously their fiduciary obligation to workplace harassment and discrimination. As our Chairman and CEO recently reinforced, in no uncertain terms, there is no place at Goldman Sachs for discrimination or harassment against any individual or group in any form. A cornerstone of our culture is our commitment to providing a safe and inclusive workplace for all employees. These values are embedded in and regularly reinforced at, every step of our people’s careers, from onboarding to training and performance, development, compensation and promotion processes. Further, our policies and practices were recently reviewed and enhancedact in the contextbest interests of the “Me Too” movement.
Our arbitration program, which provides mutual benefits to theour firm and our people,shareholders. In exercising their fiduciary duties, our independent directors believe it is in compliance with all relevant rulesimportant to retain the flexibility to determine the leadership structure that will best serve our Board’s and regulations. our shareholders’ interests at any given time.
We do not believe that there is any limitationare committed to independent leadership on our employees’ abilityBoard. 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 continually disclosed, our Board will not hesitate to seek redress ofappoint an independent Chair if at any claim, including employment-related claims. To this end, in light oftime our “zero tolerance” approachGovernance Committee concludes it would be appropriate to harassment and discrimination, our robust firmwide controls designed to prevent and address employee misconduct and our ongoing commitments to promote diversity and inclusion,do so. As such, we believe that the adoption of this proposal is unnecessary and not in the best interestinterests of our firm or our shareholders.
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| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
ITEMS 5-8.4-7. SHAREHOLDER PROPOSALS
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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 |
| ∎ | This robust process includes a review of: |
| » | Chair-CEO and |
| » | Our policies and |
| » | Shareholder feedback and voting results regarding board leadership; |
| – | For example, in |
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| » | 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 |
| » | Serving as primary Board contact for corporate governance engagement with shareholders and other stakeholders as well as for engagement with regulators. |
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| ∎ | Independent Board oversight is further enhanced by |
| » | Each of our independent directors is committed to actively and effectively overseeing the management of our firm and protecting shareholder interests. |
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
ITEMS 5-8.4-7. SHAREHOLDER PROPOSALS
| » | Our independent directors meet often in executive session, during which they discuss topics such as CEO performance and compensation, succession planning, Board evaluation and the firm’s strategy. |
» Our governance structure establishes strong protections of shareholder rights.
| – | For example, we have majority voting for uncontested director elections, annual election of all directors, no poison pill, a shareholder right to call special meetings, a shareholder right of proxy access and no supermajority vote requirements in our by-laws or charter. |
For more information, see Corporate Governance, including the section Structure of our Board and Governance Practices—Board Leadership Structure.
Item 7.6. Shareholder Proposal Regarding Conversiona Policy to a Public Benefit CorporationEnsure Lending and Underwriting do not Contribute to New Fossil Fuel Development
Harrington Investments, Inc., 1001 2ndThe Sierra Club Foundation, 2101 Webster Street, Suite 325, Napa,2150, Oakland, California 94559,94612, beneficial owner of 100 sharesat least $2,000 in market value of the company’s Common Stock since January 2020, 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 |
Our company’s Chairman and Executive Officer, in August 2019, signed a “Statement on the Purpose of a Corporation,” committing our company to serve all stakeholders, including shareholders as stakeholders; and
Goldman will have paid over $15.9 billion dollars in penalties for investment and lending abuses since 2000, including the recent $2.9 billion settlement to resolve the 1Malaysia Development Berhad bribery scandal;
Our company has received nearly $950 billion dollars in Federal loans, guarantees and bailout assistance since 1997, entailing a social debt to taxpayers;
Resolved: Shareholders last year filed a resolution with our company requesting that our board as fiduciaries review the Statement and publish recommendations regarding appropriate implementation of the statement, however, our board opposed the resolution and took no action;
The COVID-19 pandemic arrived prior to our 2020 shareholders’ annual meeting, making our company’s commitment to stakeholders even more timely and urgent for our company to implement;
The U.S. economy has been torn asunder and millions of Americans have lost their jobs and it may take many years for it to recover fully;
At the 2020 annual meeting, the proponent asked management whether it will reduce or eliminate dividends, stock buybacks and executive bonuses; expand financial assistance to communities most in need; and delineate how our company will treat all of our constituents as stakeholders, focusing on generating long-term shareholder value;
In response to the pandemic, our company and its employees made generous global financial contributions to those in the greatest need, but there now exists the opportunity to convert to a Public Benefit Corporation pursuant to Delaware law to institutionalize a long-term commitment to all stakeholders consistent with our CEO’s pledge on behalf of Goldman Sachs; and
By amending our corporation’s Certificate of Incorporation to become a Public Benefit Corporation, Goldman Sachs would be structured to operate in the best interests of all of those materially affected by its conduct, which would include multiple stakeholders, including shareholders. The State of Delaware recently adopted new amendments that makes the adoption of the new structure even more attractive and accessible and reduces certain board member fiduciary liabilities for breaches of stakeholder interests; be it therefore
Resolved, that shareholders request the Board approve an amendment to the company’s Restated Certificate of Incorporation to become a Public Benefit Corporation pursuant to Delaware law and to submit the proposed amendment to shareholders for approval. Such a change would enable the company to operate in a responsible and sustainable manner that balances the stockholders’ pecuniary interests, and the best interests of those stakeholders affected by the corporation’s conduct.
Supporting Statement: The proponent recommends that the Board of Directors adopt a policy by the end of 2022 committing to proactive measures to ensure that the company’s lending and underwriting do not contribute to new fossil fuel development, consistent with fulfilling the United Nations Environmental Program Finance Initiative recommendations to the G20 Sustainable Finance Working Group, and the International Energy Agency’s Net Zero Emissions by 2050 Scenario, for credible net zero commitments.
Supporting Statement
Goldman Sachs recognizes that climate change poses a material risk to its business. As the 2020 10-K states: “Climate change concerns could disrupt our businesses, adversely affect client activity levels, adversely affect the creditworthiness of our counterparties and damage our reputation.”1
Goldman is a member of the Net Zero Banking Alliance (NZBA), for which our CEO committed to align with pathways consistent with a maximum temperature rise of 1.5 degrees Celsius above pre-industrial levels, utilizing decarbonization scenarios from “credible and well-recognized sources.”2
However, membership in the Alliance does not necessarily equate with alignment with global climate goals. The United Nations Environmental Program Finance Initiative (UNEP FI), which convenes the NZBA, published an Input Paper to the G20 Sustainable Finance Working Group which defines credible net zero commitments of financial institutions, including: “A financial institution establishing a net-zero commitment should begin aligning with the required assumptions and implications of IPCC 1.5°C no/low overshoot pathways as soon as possible….All no/low overshoot scenarios indicate an immediate reduction in fossil fuels, signaling that investment in new fossil fuel development is not aligned with 1.5°C.”3 Another of the world’s most credible sources, the International Energy Agency (IEA), in its discretion, consider statingNet Zero Emissions by 2050 Scenario (NZE), states that “no fossil fuel exploration is required and no new oil and natural gas fields are required beyond those that have already been approved for development.”4 Goldman has restricted financing for new coal operations and Arctic drilling, but has no policy to halt financing any new oil and gas exploration and development. Goldman is the public purposesix-highest U.S. financier or facilitator of companies expanding fossil fuels, according to the Banking on Climate Chaos report.5
Goldman faces two associated problems: first, its prominence in asserting climate leadership flies in the amended certificateface of its actions, creating reputational risk from accusations of greenwashing; second, in underwriting projects which are unneeded under the UNEP FI recommendations or IEA NZE scenario, it is knowingly loading potentially stranded assets onto its clients’ balance sheets, creating litigation risk.6 In this regard, investors need to know that reflects a forward looking vision regarding Goldman Sachs’ unique ability to respond appropriately for all global stakeholders drawing upon lessons learned from the deadly pandemic.Goldman’s lending and underwriting policies are consistent with its own net zero commitment.
| 1 | Goldman Sachs 2020 Form 10-K, at 43. |
| 2 | https://www.unepfi.org/wordpress/wp-content/uploads/2021/04/UNEP-FI-NZBA-Commitment-Statement.pdf |
| 3 | https://g20sfwg.org/wp-content/uploads/2021/10/2021-UNEP-FI.-Recommendations-for-Credible-Net-Zero-Commitments.pdf, at 15. |
| 4 | https://iea.blob.core.windows.net/assets/88dec0c7-3a11-4d3b-99dc-8323ebfb388b/WorldEnergyOutlook2021.pdf , at 100. |
| 5 | https://www.ran.org/wp-content/uploads/2021/03/Banking-on-Climate-Chaos-2021.pdf , at 38. |
| 6 | https://www.justice.gov/opa/pr/goldman-sachs-agrees-pay-more-5-billion-connection-its-sale-residential-mortgage-backed |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
ITEMS 5-8.4-7. SHAREHOLDER PROPOSALS
DIRECTORS’ RECOMMENDATION |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
Goldman Sachs has long been committed to driving innovative, commercial solutions to mitigate climate risk and accelerate the climate transition. Our approach to addressing climate change is grounded in our commitment to drive decarbonization in the real economy in partnership with our clients. We have long believedembraced 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 accelerate their transition.
We strongly share the proponent’s belief in the criticality of climate transition and achieving the ambitious goals of the Paris Agreement. However, we do not believe that a company should benefit all of its stakeholders, including its employees, clients, communities, shareholders, vendors and suppliers, and this approach is embedded in alladopting policies that we do. Ourlimit our ability to successfully executeprovide financing to 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 that placing limits on our purpose — advancing sustainable economic growthfinancing to producers will result in either reduction in emissions or demand for fossil fuels.
Based on a Global Financial Markets Association report, it is estimated that $100 to $150 trillion in investment is needed globally in the highest emitting sectors over the next three decades to transition to a low-carbon economy, demonstrating the critical role that capital markets can play to support and financial opportunity — and drive long-term shareholder value is integrally related to how well we serve our clients and customers, manage our peopleaccelerate transition in the years ahead. Further, climate transition will require thoughtful public policy that strikes a balance between current energy capabilities and support our broader stakeholders, including the communities in which we live and work.
We are proud to have been a signatory to the Business Roundtable’s Statement on the Purpose of a Corporation in 2019, which was a reflection of our long-standing principles and our governance and management framework.
In light of our ongoing focus on advancing the interests of all of our stakeholders,for new technology, as well as various considerations relatingconcrete measures, like a price on carbon, that will accelerate a just and orderly transition.
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.
Transition takes time, but a more sustainable future is within reach; we are determined to do our part by continuing to refine and adapt solutions in which the practicalitypublic and appropriateness of converting to a public benefit corporation, particularly for a financial services firm, weprivate sector work together.
We believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders.shareholders, and it would undermine our role in the low carbon transition.
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| » | Joined OS-Climate initiative as the U.S. founding bank member as well as joined the UN Principles for Responsible Banking and |
| » | Issued $800 million inaugural Goldman Sachs sustainability bond and established a sustainable issuance framework, |
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| » | Announced Goldman Sachs Bloomberg Climate Finance Partnership, including a Climate Innovation Fund alongside the Asian Development Bank, and |
| » | Published our second Taskforce on Climate-related Financial Disclosures (TCFD) report, Accelerating Transition (available at gs.com/corpgov), which includes an interim roadmap for our net zero by 2050 commitment (as described below). |
| ∎ | In our 2021 TCFD report, we shared an |
| » | Our initial interim targets focus on 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 |
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
ITEMS 5-8.4-7. SHAREHOLDER PROPOSALS
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| ∎ | Addressing climate change is a core area of focus for our business, spanning our work with clients and counterparties, and how we manage risk. As such, we integrate oversight of climate-related risks into our firm’s centralized governance structures, from our Board to senior management and from our Sustainable Finance Group and Firmwide Climate Steering Group, which provides oversight and guidance on the firm’s approach to managing climate-related risks and opportunities, to day-to-day focus across our businesses and control and operating functions. |
| » | We recognize that different geographies, industries and even clients within each industry are at various stages of their decarbonization journey and require solutions relevant for each industry and client depending on where they are in their path to net zero emissions. In some cases, this may involve activities that would constitute new fossil fuel development projects. |
| » | If we were to implement the proposal, it would prevent us from engaging in transactions similar to ones we have |
| ∎ | We provide extensive public disclosure regarding our |
For more information on our sustainability efforts, see Spotlight on Sustainability.
ITEMS 5-8. SHAREHOLDER PROPOSALS
Item 8.7. Shareholder Proposal Regarding a Racial Equity AuditSpecial Shareholder Meeting Thresholds
The Service Employees International Union Pension Plans Master Trust, 1800 Massachusetts Ave NW, Suite 301, Washington D.C. 20036,John Chevedden, 2215 Nelson Avenue, Redondo Beach, California 90278, beneficial owner of 9,787 sharesat 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 |
RESOLVED that shareholders of Goldman Sachs Group Inc. (“Goldman”) urge the Board of Directors to oversee a racial equity audit analyzing Goldman’s impacts on nonwhite stakeholders and communities of color. 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 and proprietary information, should be publicly disclosed on Goldman’s website.
SUPPORTING STATEMENT
High-profile police killings of black people—most recently George Floyd—have galvanized the movement for racial justice. That movement, together with the disproportionate impacts of the COVID-19 pandemic, have focused the attention of media, the public and policy makers on systemic racism, racialized violence and inequities in employment, health care, and the criminal justice system.
Goldman touts its $10 million Fund for Racial Equity, which will “support organizations addressing racial injustice,” and the $17 million it “deployed” to “organizations supporting [COVID-19] relief efforts in communities of color.”1 We urge Goldman to implement its commitment to racial justice by assessing its impacts on nonwhite stakeholders and communities of color.
Although Goldman has set diversity goals for its professional workforce, it faces challenges with respect to inclusion. 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.”2
Goldman underwrites municipal bonds whose proceeds pay police brutality settlements. For example, Goldman was lead underwriter for a 2017 Chicago offering that allocated $225 million for settlements and judgments. One report characterized these bonds as “a transfer of wealth from over-policed communities of color to Wall Street and wealthy investors.”3
Goldman’s philanthropy fund has donated to the Los Angeles and New York City police foundations4 and the company reportedly sponsors the Salt Lake City police foundation.5 Goldman Sachs Asset Management co-chaired the New York City police foundation’s 2019 annual gala.6 Police foundations buy equipment for police departments, including surveillance technology that has been used to target communities of color and nonviolent protestors.
Although Goldman does not disclose all of its trade associations, it lists membership in the Securities Industry Financial Markets Association (“SIFMA”) in its “Statement on Policy Engagement and Political Participation.”7 SIFMA lobbied most frequently in the current Congress on the Wall Street Tax Act of 2019, which would tax financial transactions.8 Supporters argue that the revenue raised through the tax could fund measures such as student loan forgiveness and the Green New Deal,9 which would mitigate impacts of systemic racism.10
We urge Goldman to assess its behavior through a racial equity lens to identify how it contributes to systemic racism, including areas of misalignment between Goldman’s stated values and the impacts of its actions, and could begin to help dismantle it.
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ITEMS 5-8. SHAREHOLDER PROPOSALSProposal 7—Special Shareholder Meeting Improvement
For shareholder Rights
Shareholders ask our board to take the steps necessary to amend the appropriate company governing documents to give the-owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting.
Although it now takes a theoretical 25% of all shares to call for a special shareholder meeting, this translates into 33% of the Goldman Sachs shares that typically vote at the annual meeting. It would be hopeless to think that the shares that do not have time to vote at the annual meeting would have the time to take the special procedural steps to call for a special shareholder meeting.
Plus the 33% of shares that vote at the annual meeting could translate into upwards of 40% support from the shares that vote when the shares are included that are in support of calling an annual meeting but made a paperwork error which is easy to do.
The likelihood of the need to obtain upwards of 40% shareholder support just to call a special meeting is nothing for management to brag about especially when Goldman Sachs shareholders have absolutely no right to act by written consent.
Plus GS shareholders gave 42% support to the 2021 shareholder proposal calling for a shareholder right to act by written consent. This 42% support may have represented over 51% support from the shares that have access to independent proxy voting advice and are not forced to rely too much on the biased management voting recommendations.
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OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
We share the proponent’s focus on advancing racial equity. The recent senseless acts of racism and violence against Black people serve as a deeply upsetting reminder for all of us that significant work in this area remains. Enhancing racial equity, including by driving inclusive growth, is not only the right thing to do, it is core to our purpose and how we do business, and we are committed to promoting diversity, equity and inclusion in all that we do both internally and externally.
Over the past year, we have further strengthened our established racial equity-related initiatives and taken new actions to encourage open dialogue, assess our shortcomings and enhance our diversity and inclusion efforts to create lasting change both at our firm and within our communities. In light of our ongoing commitment to these important issues, we believe that the adoption of this proposal is unnecessary and therefore not in the best interest of our firm or our shareholders.
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| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
ITEMS 5-8.4-7. SHAREHOLDER PROPOSALS
Many companies provide for both a shareholder right to call a special shareholder meeting and a shareholder right to act by written consent. Southwest Airlines and Target are companies that do not provide for shareholder written consent and yet provide for 10% of shares to call for a special shareholder meeting.
Shareholders also need a more reasonable stock ownership to call a special shareholder meeting to help make up for the use of online shareholder meetings that give management more control. At an online meeting management can dictate that only one shareholder can speak. And the vast majority of 2021 online shareholder meetings dictated that absolutely no shareholders could speak.
A reasonable shareholder right to call for a special shareholder meeting in our bylaws will help ensure that management engages with shareholders in good faith because shareholders will have a viable Plan B by calling for a special shareholder meeting. Our bylaws give no assurance that shareholder engagement will continue.
A special shareholder meeting can be called to elect a new director. A reasonable right for shareholders to call for a special meeting could inspire better performance by existing directors. For instance, Mr. Lakshmi Mittal received by far the most negative votes of any GS director at the 2021 GS annual meeting.
Please vote yes:
Special Shareholder Meeting Improvement—Proposal 7
DIRECTORS’ RECOMMENDATION |
OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE SHAREHOLDER PROPOSAL.
Our Board regularly seeks input from shareholders to help ensure our policies reflect best practices and are appropriately aligned with shareholder interests. Our Board recognizes that many shareholders view the ability to call special meetings as a good corporate governance practice that enhances shareholder rights. We agree, and our Restated Certificate of Incorporation and our Amended and Restated By-Laws permit holders of 25% of our outstanding shares of Common Stock the right to call a special meeting. Despite assertions raised in the proposal, special meetings may be called at the 25% ownership threshold; higher ownership thresholds are not required.
Importantly, our shareholders’ right to call a special meeting is only one of many strong corporate governance practices to which we are committed, including an active, year-round shareholder and stakeholder engagement program that includes Board-level engagement. In addition, feedback on our special meeting threshold has generally only been raised by our shareholders in the context of relevant shareholder proposals.
For the reasons set forth herein, we believe that the adoption of this proposal is unnecessary and not in the best interests of our firm or our shareholders.
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| » | Special Meetings. We provide shareholders with a meaningful right to call a special meeting that takes into account the composition of our shareholder base. We believe that our 25% threshold strikes an appropriate balance between allowing our shareholders to exercise an important corporate governance right and managing the costs and burdens associated with special meetings. In addition, our threshold helps ensure that the topic of any special meeting is of interest to a substantial portion of our shareholders. |
| 82 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
ITEMS 4-7. SHAREHOLDER PROPOSALS
| ∎ | Lowering the threshold to permit holders of 10% of Common Stock outstanding to call a special meeting may increase our costs, likely without providing a demonstrable benefit to the vast majority of our shareholders. |
| » | The right to call special shareholder meetings is an important shareholder right in that it provides an additional forum for discussion and interaction among shareholders should additional matters require a shareholder vote. |
| » | However, arranging and conducting special meetings is also |
| » | Our Board considers special meetings to be extraordinary events that a significant percentage of |
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| » | No supermajority vote requirements; |
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| » | No “poison pill.” |
For more information see www.gs.com/racialequity.
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 83 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS—RELATED PERSON TRANSACTIONS POLICY
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 ourthe Designated Reviewers (the Chairs of the Governance, Committee Chair, our Audit Committee Chairand 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, are consideredhave 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:
| ∎ | Whether the transaction is in the interests of us and our shareholders; |
| ∎ | Whether the transaction would impair the independence of an independent director; |
| ∎ | Whether the transaction presents a conflict of interest, taking into account the size of the transaction, the financial position of the director or executive officer, the nature of the director’s or executive officer’s interest in the transaction, |
| ∎ | Whether the transaction is fair and reasonable to us and on substantially the same terms as would apply to comparable third parties; |
| ∎ | The business reasons for the transaction; |
| ∎ | Any reputational issues; and |
| ∎ | Whether the transaction is material, taking into account the significance of the transaction to our investors. |
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 the firm and its 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.
| 84 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS—CERTAIN RELATIONSHIPS AND TRANSACTIONS
Certain Relationships and Transactions
BROKERAGE AND BANKING SERVICES
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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 whichthat 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.
FIRM-MANAGED FUNDS AND OTHER INVESTMENTS
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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),(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 overridesOverrides 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 20202021 executive officers (or persons or certain entities affiliated with them) and Mr. Viniar (with respect to investments made when he was an employee) during 2020,2021, consisting of profits and other income and return of amounts initially invested (excluding overridesOverrides generally available only to PMDs, which are discussed below) (Distributions), were approximately, in the aggregate, as follows: Mr. Solomon—$13.1Solomon – $20.9 million; Mr. Waldron—$2.3Waldron – $6.6 million; Mr. Scherr—$2.2Scherr – $7.3 million; Mr. Rogers—$3.6Berlinski – $2.4 million; John F.W. Rogers (Executive Vice President) – $7.0 million; Elizabeth M. Hammack (Global Treasurer)—$616,000;Treasurer through September 2021) – $978,000; Laurence Stein (Chief Administrative Officer)—$1.4 – $2.9 million; Brian J. Lee (Chief Risk Officer)—$803,000; – $2.5 million; and Sheara J. Fredman (Chief Accounting Officer)—$188,000; and Mr. Viniar—$3.9 million. – $576,000.
Distributions of overridesOverrides generally available only to PMDs (and retired PMDs) madedistributed to our 20202021 executive officers (or persons or entities affiliated with them) and Mr. Viniar (with respect to investments made when he was an employee) during 20202021 were approximately, in the aggregate, as follows: Mr. Solomon—$493,000;Solomon – $1.1 million; Mr. Waldron—$139,000;Waldron – $367,000; Mr. Scherr—$94,000;Scherr – $183,000; Mr. Rogers—$104,000;Berlinski – $37,000; Mr. Rogers – $286,000; Ms. Hammack—$28,000;Hammack – $53,000; Mr. Stein—$49,000;Stein – $124,000; Mr. Lee—$56,000;Lee – $50,000; and Ms. Fredman—$13,000;Fredman – $26,000.
During 2021, Mr. Viniar received approximately $4.8 million in Distributions and $986,000 in Overrides in connection with certain legacy investments in Employee Funds he made prior to the end of his employment in January 2013. Mr. Viniar—$411,000.Viniar has agreed to forfeit any remaining interest in Overrides in connection with these legacy investments in exchange for the fair market value of these interests. In addition, the firm will repurchase certain of Mr. Viniar’s legacy investments in Employee Funds at a price based on the net asset value of these investments as of December 31, 2021, in accordance with firm policy. Based on the most recent available data, the value of these interests to be repurchased, and the value of the Overrides to be forfeited, is estimated to be approximately $2.3 million in the aggregate. Mr. Viniar will receive payment for these interests after the December 31, 2021 valuation is finalized in the ordinary course of business, at which time all of Mr. Viniar’s investments with the firm will be on substantially the same terms and conditions as other similarly situated investors who are neither directors nor employees.
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 85 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS—CERTAIN RELATIONSHIPS AND TRANSACTIONS
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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS—CERTAIN RELATIONSHIPS AND TRANSACTIONS
TRANSACTIONS WITH DIRECTOR- AND EXECUTIVE OFFICER-AFFILIATED ENTITIES
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We take very seriously any actual or perceived conflicts of interest, and 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 commodities 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, which facility was extended during 2020.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 + 55 basis points (which rate may vary depending on ArcelorMittal’s credit ratings). This facility is currently partially drawn, resulting in an approximately $36 million loan from Goldman Sachs currently has no loan outstanding under this facility.
Goldman Sachs also participated in a $4.8 billion acquisition bridge facility, pursuant to which the firm had agreed to lend to an acquisition joint venture up to approximately $252 million (repayment of which was guaranteed by ArcelorMittal) at an interest rate of Libor + 50 basis points (which rate would increase depending on the bridge facility’s time to maturity). This facility was repaid in full as of March 2020.
Goldman Sachs also participates in a $212.5 million credit facility for an entity in which ArcelorMittal is an approximately 25% shareholder.shareholder, which facility was extended in 2022. Under the facility, Goldman Sachs has agreed to lend up to approximately $22.5 million at an interest rate of Libor + 450 basis points. Goldman Sachs currently has no loan outstanding under this facility.
In September 2020, it was announced thatJune 2021, Goldman Sachs acted as financial advisor and provided certain financing to its third-party client, who in December 2020 acquired substantially all of the operations of a subsidiary of ArcelorMittal in a $3.3 billion transaction. Goldman Sachs had previously participated in a $1 billion five-year asset-backed revolving credit facility for this subsidiary of ArcelorMittal. Under such facility, the firm had agreed to lend up to $6.1 million at an interest rate of Libor + 125 to 175 basis points (varying depending on a fixed charge coverage ratio). Goldman Sachs did not make any loan under this facility during 2020, and,dealer manager in connection with a cash tender offer by ArcelorMittal to buyback approximately $1.4 billion, in the acquisition, this facility is no longer outstanding.
In May 2020, Goldman Sachs participated in a $3 billion 364-day syndicated term loan for ArcelorMittal. Under the term loan, Goldman Sachs agreed to lend to ArcelorMittal up to $230 million at an interest rateaggregate, of Libor + 167 basis points. The undrawn term loan facility was partially canceled in May 2020 in connection with the proceedscertain of a $2 billion combined public offering of ordinary sharesits U.S. dollar- and mandatory convertible notes, and the remaining commitment of $76.8 million was canceled in July of 2020.Euro-denominated debt.
Each of these transactions was conducted on, and all of these services were provided on, an arm’s-length basis.
Mr. Ogunlesi is the Chairman and Managing Partner 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. During 2020,2021, Goldman Sachs acted as financial advisor to a third-party client that acquired a GIP fund’s stake in a portfolio company in an approximately €550 million$2.5 billion transaction resulting from a competitive bidding process.
In August 2021, Goldman Sachs acted as an underwriter in an approximately $145$750 million private debt offering for a company in which a fund managed by GIP is an investor. Proceeds were primarily used to fund a repurchase of units in the company owned by such fund managed by GIP. In October 2021, Goldman Sachs also acted as an underwriter in an approximately $224 million public common stock offering for a company in which a fund managed by GIP was a selling stockholder andstockholder. Such fund received approximately $70$109 million of the proceeds of the offering. In each of these transactions, Goldman Sachs’ relationship with this company pre-dates GIP’s investment therein.
This transactionEach of these transactions was conducted on, and all of these services were provided on, an arm’s-length basis.
During 2020,2021, Goldman Sachs maintainedcontinued its consulting relationship with athe company for which the spouse of Mr. Rogers serves as CEO and foundingmanaging partner; the service agreement provides for annual fees of approximately $1 million to providefor 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS—CERTAIN RELATIONSHIPS AND TRANSACTIONS
|
A child of Mr. Scherr was employed by the firm as a non-executive employee during 2020 and received compensation (consisting of base salary and incentive compensation) for his most recent annual performance period of less than $200,000. The amount of compensation was determined in accordance with our standard compensation practices applicable to similarly-situated employees.
5% SHAREHOLDERS
|
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 — Ownership—Beneficial Owners of More Than Five Percent.Percent.
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
BENEFICIAL OWNERSHIP—BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
Beneficial Ownership of Directors and Executive Officers
The following table contains certain information, as of March 1, 2021,February 28, 2022, 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.PSUs, unvested RSUs or SVC Awards.
| NAME | NUMBER OF SHARES OF COMMON STOCK BENEFICIALLY OWNED(a)(b)
| |
David Solomon(c) |
| |
John Waldron(c) |
| |
Stephen Scherr(c) |
| |
|
| |
|
| |
Michele Burns |
| |
Drew Faust |
| |
Mark Flaherty |
| |
Kimberley Harris | 671 | |
Ellen Kullman |
| |
Lakshmi Mittal |
| |
Adebayo Ogunlesi |
| |
Peter Oppenheimer |
| |
Jan Tighe |
| |
Jessica Uhl |
| |
David Viniar(c) |
| |
Mark Winkelman |
| |
All directors, nominees, NEOs and other executive officers as a group |
| |
| (a) | For purposes of this table and the Beneficial Owners of More than Five Percent table below, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares of Common Stock that such person has the right to acquire within 60 days of the date of determination. In light of the nature of vested RSUs, we have also included in this table shares of Common Stock underlying vested RSUs. For purposes of computing the percentage of outstanding shares of Common Stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days (as well as the shares of Common Stock underlying vested RSUs) are deemed to be outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
BENEFICIAL OWNERSHIP—BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The shares of Common Stock underlying vested RSUs included in the table above are as follows:
| NAME | RSUS | |
David Solomon(c) | 0 | |
John Waldron(c) | 0 | |
Stephen Scherr(c) |
| |
|
| |
|
| |
Michele Burns |
| |
Drew Faust |
| |
Mark Flaherty |
| |
Kimberley Harris | 671 | |
Ellen Kullman |
| |
Lakshmi Mittal |
| |
Adebayo Ogunlesi |
| |
Peter Oppenheimer |
| |
Jan Tighe |
| |
Jessica Uhl |
| |
David Viniar(d) |
| |
Mark Winkelman |
| |
All directors, nominees, NEOs and other executive officers as a group |
| |
| (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 |
| (c) | Excludes any shares of Common Stock subject to our Shareholders’ Agreement that are owned by other parties to our Shareholders’ Agreement. As of |
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 sole beneficiaries of which are immediate family members of our NEOs, and through private charitable foundations of which our NEOs are trustees, as follows: Mr. |
| (d) | All RSUs held by Mr. Viniar were received as compensation for his service as a non-employee 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 |
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.
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
BENEFICIAL OWNERSHIP—BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT
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 1, 2021,February 28, 2022, 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 OF COMMON STOCK | PERCENT | ||
BlackRock, Inc. 55 East 52nd Street New York, New York
| ||||
State Street Corporation State Street Financial Center One Lincoln Street Boston, Massachusetts 02111
| ||||
The Vanguard Group 100 Vanguard Blvd. Malvern, Pennsylvania 19355
| ||||
| (a) | This information has been derived from the Schedule 13G filed with the SEC on February 5, 2013, Amendment No. 1 to such filing filed with the SEC on February 4, 2014, Amendment No. 2 to such filing filed with the SEC on February 9, 2015, Amendment No. 3 to such filing filed with the SEC on February 10, 2016, Amendment No. 4 to such filing filed with the SEC on January 24, 2017, Amendment No. 5 to such filing filed with the SEC on January 25, 2018, Amendment No. 6 to such filing filed with the SEC on February 4, 2019, Amendment No. 7 to such filing filed with the SEC on February 5, 2020, |
| (b) | This information has been derived from the Schedule 13G filed with the SEC on February 12, 2021 and Amendment No. 1 to such filing filed with the SEC on February 14, 2022 by State Street Corporation and certain subsidiaries. We and our affiliates provide ordinary course financial advisory, lending, investment banking and other financial services to, and engage in ordinary course trading, brokerage, asset management or other transactions or arrangements with, State Street Corporation and its affiliates, related entities and clients. These transactions are negotiated on arm’s-length bases and contain customary terms and conditions. State Street Global Advisors is an investment manager for certain investment options under our 401(k) |
| (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, |
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
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.
OUR DIRECTORS
| INVESTOR RELATIONS
|
BUSINESS INTEGRITY PROGRAM
| ||||||
Communicate with our directors, including our Lead Director, Committee Chairs or Independent Directors as a group
Mail correspondence to: John F.W. Rogers Secretary to the Board of Directors The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282 |
|
Reach out to our Investor Relations team at any time
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 www.gs.com/business-integrity-program
| ||||
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 Guidelines |
| ∎ | Code of Business Conduct and Ethics |
| ∎ | Policy Regarding Director Independence Determinations |
| ∎ | Charters of our Audit, Compensation, 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 Concerns Regarding Accounting and Other Matters |
| ∎ | Sustainability |
| ∎ | Report on Review of Arbitration Program |
| ∎ | Report on Vesting of Equity-Based Awards Due to Voluntary Resignation to Enter Government Service |
| ∎ | Statement on Human Rights and Statement on Modern Slavery and Human Trafficking |
| ∎ | Business Principles |
| ∎ | Business Standards Committee Report and Business Standards Committee: Impact Report |
You can also findReferences to our October 22, 2020 statements relatingwebsite or other links to 1MDB government and regulatory settlementsour publications or other information are provided for the convenience of our shareholders. None of the information or data included on our website (www.gs.com) under Media Relations. Information on our websitewebsites or accessible at these links is not,incorporated into, and will not be deemed to be a part of, this Proxy Statement or incorporated into any of our other filings with the SEC.
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
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 has beenwas in 20202021, an executive officer of another entity at which one of our executive officers serves, or hasserved in 2020 served2021, 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.
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 Section 16(a) filing requirements applicable to our directors and executive officers were complied with during 2020.2021.
Incorporation by Reference
Only the following sections of this Proxy Statement shall be deemed incorporated by reference into our 20202021 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—Non-Employee Director Compensation Program; CompensationAudit Matters—Item 3. Approval of The Goldman Sachs Amended and Restated Stock Incentive Plan (2021); Audit Matters—Item 4. Ratification of PwC as our Independent Registered Public Accounting Firm for 2021;2022; 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 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”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.
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
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 | |
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 | |
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 LEADERSHIP TEAM, ELT | Our Chief Executive Officer (CEO), our Chief Operating Officer (COO) and our Chief Financial Officer (CFO) | |
FW COOK | Frederic W. Cook & Co., Inc. | |
GOLDMAN SACHS, OUR FIRM, WE, US, GS AND OUR | 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 | |
MERIDIAN | Meridian Compensation Partners, LLC | |
NEO | Named Executive Officer. For | |
NYSE | New York Stock Exchange | |
PEERS | Our Peers consist of our | |
PMD | Participating Managing Director | |
PROXY STATEMENT | Goldman Sachs Proxy Statement filed with the SEC in connection with the | |
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 | |
SVC AWARDS | Shareholder Value Creation Awards | |
TSR | Total Shareholder Return, including dividends reinvested without payment of any commission | |
| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
FREQUENTLY ASKED QUESTIONS
When and where is our Annual Meeting?
We will be holding our Annual Meeting virtually, on Thursday, April 29, 2021,28, 2022, at 8:30 a.m., New York time, via the internet at www.virtualshareholdermeeting.com/GS2021.
In light of ongoing considerations relating to the COVID-19 pandemic, for the safety of all of our people, including our shareholders, and taking into account applicable federal, state and local guidance, we have determined that the 2021 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting.
Shareholders will be able to attend, vote and submit questions for our Annual Meeting from any location via the Internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials. Information about our Annual Meeting can also be foundoffices at www.gs.com/ proxymaterials. If you are not able to attend our meeting live, a replay will be available for 30 days at www. virtualshareholdermeeting.com/GS2021.200 West Street, New York, New York 10282.
How can I attend our Annual Meeting?
Shareholders as of the record date mayand/or their authorized representatives are permitted to attend voteour Annual Meeting in person by following the procedures in our Proxy Statement. Our Annual Meeting is handicap accessible, and submit questionshearing devices are available upon request. To help protect the health and safety of everyone involved, COVID-19 safety protocols will be in place at our Annual Meeting, and anyone wishing to gain admission to our Annual Meeting must comply with the safety protocols as described below.
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 by logging in at www.virtualshareholdermeeting.com/GS2021. To log in, shareholders (or their authorized representatives) will needthrough the control number provided on their proxy card, voting instruction form or Notice. Only one shareholder per control number can access the meeting.
If you are not a shareholder or do not have a control number, you may still access the meeting as a guest,webcast, but you will not be able to participate. We recommend that you log-in early to be sure you can accessparticipate in the meeting. You may log in at www.virtualshareholdermeeting.com/ GS2021 15 minutes in advance of the meeting start. Note, if the meeting does not begin playing we recommend refreshing your browser. If you have technical difficulties accessing the meeting, please contact the technical support number that will be posted at www.virtualshareholdermeeting.com/GS2021.
Can I ask questions at the virtual Annual Meeting?
Shareholders as of our record date who attend and participate in our virtual Annual Meeting at www.virtualshareholdermeeting.com/GS2021 will have an opportunity to submit questions live via the Internet during a designated portion of the meeting. These shareholders may also submit a question in advance of the Annual Meeting at www.proxyvote.com. In both cases, shareholders must have available their control number provided on their proxy card, voting instruction
form or Notice, and must provide their name (see more information in “How will questions be handled at the Annual Meeting?”). We are committed to activeengagement with our shareholders. If at any time you would like to speak with us, please contact our Investor Relations team at gs-investor-relations@gs.com.
How will questions be handled at the Annual Meeting?
During the meeting we will answer as many questions that comply with our rules of conduct and are submitted online by shareholders as time permits. We will endeavor to answer questions using the text submitted by our shareholders, however, in all cases we reserve the right to edit inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. If we receive substantially similar questions, we may group such questions and provide a single response to avoid repetition.
Consistent with our rules of conduct for physical meetings, and for the benefit of all shareholders to know who is asking a question, when logging in or submitting a question for the Annual Meeting (whether in advance of or at the meeting), you will be required to include your name and organization (if applicable). Questions submitted anonymously will not be recognized at the meeting. Shareholders may be limited to three questions each to allow us the opportunity to answer other questions received. If applicable, please also indicate whether your question relates to a specific proposal being presented.
How will proposals be presented at the Annual Meeting?
Our Chairman and CEO will chair our Annual Meeting and will present the Election of Directors and other management proposals as described herein. Each of the proponents of the shareholder proposals described herein (or their designated representative) will be provided the opportunity to present their proposal at the meeting, either live or through a prerecorded message.
What is included in our proxy materials?
Our proxy materials, which are available on our website at www.gs.com/proxymaterials, include:
| ∎ | Our Notice of |
| ∎ | Our Proxy Statement; and |
| ∎ | Our |
If you received printed versions of these materials by mail (rather than through electronic delivery), these materials also included a proxy card or voting instruction form.
FREQUENTLY ASKED QUESTIONS
How are we distributing our proxy materials?
To expedite delivery, reduce our costs and decrease the environmental impact of our proxy materials, we used “Notice and Access” in accordance with an SEC rule that permits us to provide proxy materials to our shareholders over the Internet. By March 19, 2021,18, 2022, we sent a Notice of Internet Availability of Proxy Materials to certain of our shareholders containing instructions on how to access our proxy materials online. If you received a Notice, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may submit your proxy via the Internet. If you received a Notice and would like to receive a copy of our proxy materials, follow the instructions contained in the Notice to request a copy electronically or in paper form
on a one-time or ongoing basis. Shareholders who do not receive the Notice will continue to receive either a paper or electronic copy of our Proxy Statement and 20202021 Annual Report to Shareholders, which will be sent on or about March 23, 2021.22, 2022.
How do I ask a question at our Annual Meeting?
Shareholders as of our record date who attend the Annual Meeting in person will be able to ask questions during the designated portion of our Annual Meeting, in accordance with our Rules of Conduct. Shareholders may be limited to three questions each to allow us the opportunity to answer other questions received.
How will proposals be presented at the Annual Meeting?
Our Chairman and CEO will chair our Annual Meeting and will present the Election of Directors and other management proposals as described herein. Each of the proponents of the shareholder proposals described herein (or their designated representative) will be provided with the opportunity to present their proposal at the meeting.
What do I need to bring to attend the Annual Meeting?
Photo Identification. Anyone wishing to gain admission to our Annual Meeting must provide a form of government-issued photo identification, such as a driver’s license or passport.
Proof of Ownership
| ∎ | Shareholders of Record: No additional document regarding proof of ownership is required. |
| ∎ | Beneficial Owner of Shares Held in Street Name: You or your representative must bring an account statement, voting instruction form or legal proxy as proof of your ownership of shares as of the close of business on February 28, 2022. |
Proof of COVID-19 Vaccination. Consistent with our current policy for our employees and visitors to our offices, you must provide proof that you are fully vaccinated (such as a vaccination card or digital or photo copy) to gain admission to the meeting. Please see “What are the safety protocols to attend the Annual Meeting?“ below for more detail.
Additional Documentation for an Authorized Representative. Any shareholder representative (for example, of an entity that is a shareholder) must also present satisfactory documentation evidencing his or her authority with respect to the shares.
We reserve the right to limit the number of representatives for any shareholder who may attend the meeting.
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 93 |
FREQUENTLY ASKED QUESTIONS
Failure to follow any of these procedures may delay your entry into or prevent you from being admitted to our Annual Meeting. Please contact Beverly O’Toole at 1-212-357-1584 or Beverly.OToole@gs.com at least five business days in advance of our Annual Meeting if you would like to confirm you have proper documentation or if you have other questions about attending our Annual Meeting.
What are the safety protocols to attend the Annual Meeting?
In addition to bringing your government-issued photo identification, your proof of ownership and proof of vaccination, to help protect the health and safety of everyone involved, if you wish to attend our Annual Meeting you must comply with the safety protocols summarized below. Please note, these protocols may be updated in advance of our Annual Meeting based on updated information and any changes to federal, state or local guidance. Please refer to www.gs.com/proxymaterialsfor the most up to date information regarding our COVID-19 safety protocols.
Health Reminder: Anyone who is experiencing symptoms of COVID-19 (e.g., fever, sore throat, nasal congestion or cough) no matter how mild, should not attend the Annual Meeting regardless of vaccination status or test results. In this case, you may listen to our Annual Meeting webcast available at www.gs.com/proxymaterials.
Entry into Building & Proof of COVID-19 Vaccination Requirement. Annual Meeting attendees must enter through the designated Vesey Street entrance. Consistent with our current policy for our employees and visitors to our offices, you must provide proof that you are fully vaccinated. In addition to the physical vaccination record, digital or photo copies are acceptable.
If you are unable or unwilling to follow these safety protocols, we encourage you to listen to our Annual Meeting webcast. Information about the webcast can be found on our website at www.gs.com/proxymaterials.
Please contact Beverly O’Toole at 1-212-357-1584 or Beverly.OToole@gs.com at least five business days in advance of our Annual Meeting if you have questions about attending our Annual Meeting.
Who can vote at our Annual Meeting?
You can vote your shares of Common Stock at our Annual Meeting if you were a shareholder at the close of business on March 1, 2021,February 28, 2022, the record date for our Annual Meeting.
As of March 1, 2021,February 28, 2022, there were 342,900,077337,924,987 shares of Common Stock outstanding, each of which entitles the holder to one vote for each matter to be voted on at our Annual Meeting.
What is the difference between holding shares as a shareholder of record and as a beneficial owner of shares held in street name?
Shareholder of RecordRecord. . If your shares of Common Stock are registered directly in your name with our transfer agent, Computershare, you are considered a “shareholder of record” of those shares. You may contact our transfer agent (by regular mail or phone) at:
Computershare
P.O. Box 505000
Louisville, KY 40233-5000
U.S. and Canada: 1-800-419-2595
International: 1-201-680-6541
www.computershare.com
Beneficial Owner of Shares Held in Street NameName..
If your shares are held in an account at a bank, brokerage firm, broker-dealer or other similar organization, then you are a beneficial owner of shares held in street name. In that case, you will have received these proxy materials from the bank, brokerage firm, broker-dealer or other similar organization holding your account and, as a beneficial owner, you have the right to direct your bank, brokerage firm or similar organization as to how to vote the shares held in your account.
How do I vote?
To be valid, your vote by Internet, telephone or mail must be received by the deadline specified on the proxy card or voting information form, as applicable. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting.
| 94 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
FREQUENTLY ASKED QUESTIONS
| IF YOU ARE A SHAREHOLDER OF RECORD | IF YOU ARE A BENEFICIAL OWNER OF SHARES
| |||
By Internet(a) (24 hours a day) | www.proxyvote.com | www.proxyvote.com | ||
By Telephone(a) (24 hours a day) | 1-800-454-8683 | |||
By Mail | Return a properly executed and dated proxy card in the pre-paid envelope we have provided | Return a properly executed and dated voting instruction form by mail, depending upon the method(s) your bank, brokerage firm, broker-dealer or other similar organization makes available | ||
At our Annual Meeting |
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| (a) | Internet and telephone voting procedures are designed to authenticate shareholders’ identities, allow shareholders to give their voting instructions and confirm that shareholders’ instructions have been recorded properly. We have been advised that the Internet and telephone voting procedures that have been made available to you are consistent with applicable legal requirements. Shareholders voting by Internet or telephone should understand that, while we and Broadridge Financial Solutions, Inc. (Broadridge) do not charge any fees for voting by Internet or telephone, there may still be costs, such as usage charges from Internet access providers and telephone companies, for which you are responsible. |
FREQUENTLY ASKED QUESTIONS
Can I change my vote after I have voted?
You can revoke your proxy at any time before it is voted at our Annual Meeting, subject to the voting deadlines that are described on the proxy card or voting instruction form, as applicable.
You can revoke your vote:
| ∎ | By voting again by Internet or by telephone (only your last Internet or telephone proxy submitted prior to the meeting will be counted); |
| ∎ | By signing and returning a new proxy card with a later date; |
| ∎ | By obtaining a “legal proxy” from your account representative at the bank, brokerage firm, broker-dealer or other similar organization through which you hold shares; or |
| ∎ | By attending and voting at our Annual Meeting. |
You may also revoke your proxy by giving written notice of revocation to John F.W. Rogers, Secretary to the Board of Directors, at The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282, which must be received no later than 5:00 p.m., Eastern Time, on April 28, 2021.27, 2022. If you intend to revoke your proxy by providing such written notice, we advise that you also send a copy via email to Beverly.OToole@gs.com.
If your shares are held in street name, we also recommend that you contact your broker, bank or other nominee for instructions on how to change or revoke your vote.
Can I confirm that my vote was cast in accordance with my instructions?
Shareholder of RecordRecord. . Our shareholders have the opportunity to confirm that their vote was cast in accordance with their instructions. Vote confirmation is consistent with our commitment to sound corporate governance practices and a key means to increase transparency. Vote confirmation is available 24 hours after your vote is received beginning on April 14, 2021,13, 2022, with the final vote tabulation available through June 29, 2021.28, 2022. You may confirm your vote whether it was cast by proxy card, electronically or telephonically. To obtain vote confirmation, log onto www.proxyvote.com using the control number we have provided to you and receive confirmation on how your vote was cast.
Beneficial Owner of Shares Held in Street NameName..
If your shares are held in an account at a bank, brokerage firm, broker-dealer or other similar organization, the ability to confirm your vote may be affected by the rules and procedures of your bank, brokerage firm, broker-dealer or other similar
organization and the confirmation will not confirm whether your bank or broker allocated the correct number of shares to you.
How can I obtain an additional proxy card?
Shareholders of record can contact our Investor Relations team at The Goldman Sachs Group, Inc., 200 West Street, 29th Floor, New York, New York 10282, Attn: Investor Relations, telephone: 1-212-902-0300, email: gs-investor-relations@gs.com.
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 95 |
FREQUENTLY ASKED QUESTIONS
If you hold your shares of Common Stock in street name, contact your account representative at the bank, brokerage firm, broker-dealer or other similar organization through which you hold your shares.
How will my shares be voted if I do not vote in person at the Annual Meeting?
The proxy holders (that is, the persons named as proxies on the proxy card) will vote your shares of Common Stock in accordance with your instructions at the Annual Meeting (including any adjournments or postponements thereof).
How will my shares be voted if I do not give specific voting instructions?
Shareholders of RecordRecord.. If you indicate that you wish to vote as recommended by our Board or if you sign, date and return a proxy card but do not give specific voting instructions, then the proxy holders will vote your shares in the manner recommended by our Board on all matters presented in this Proxy Statement, and the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at our Annual Meeting. Although our Board does not anticipate that any of the director nominees will be unable to stand for election as a director nominee at our Annual Meeting, if this occurs, proxies will be voted in favor of such other person or persons as may be recommended by our Governance Committee and designated by our Board.
Beneficial Owners of Shares Held in Street NameName..
If your bank, brokerage firm, broker-dealer or other similar organization does not receive specific voting instructions from you, how your shares may be voted will depend on the type of proposal.
| ∎ | Ratification of Independent Registered Public Accounting Firm. For the ratification of the appointment of our independent registered public accounting firm, NYSE rules provide that brokers (other than brokers that are affiliated with Goldman Sachs) that have not received voting instructions from their customers 10 days before the meeting date may vote their customers’ shares in the brokers’ discretion on the |
FREQUENTLY ASKED QUESTIONS
ratification of our independent registered public accounting firm. This is known as broker-discretionary voting. |
| » | If your broker is Goldman Sachs & Co. LLC or another affiliate of ours, NYSE policy specifies that, in the absence of your specific voting instructions, your shares of Common Stock may only be voted in the same proportion as other shares are voted with respect to the proposal. |
| » | For shares of Common Stock held in retail accounts at Goldman Sachs & Co. LLC for which specific voting instructions are not received, we will vote such shares in proportion to the voted shares of Common Stock in retail accounts at Goldman Sachs & Co. LLC. |
| ∎ | All other matters. All other proposals are “non-discretionary matters” under NYSE rules, which means your bank, brokerage firm, broker-dealer or other similar organization may not vote your shares without voting instructions from you. Therefore, you must give your broker instructions in order for your vote to be counted. |
Participants in our 401(k) Plan. If you sign and return the voting instruction form but otherwise leave it blank or if you do not otherwise provide voting instructions to the 401(k) Plan trustee by mail, Internet or telephone, your shares will be voted in the same proportion as the shares held under the 401(k) Plan for which instructions are received, unless otherwise required by law.
What is a Broker Non-Vote?
A “broker non-vote” occurs when your broker submits a proxy for the meeting with respect to the ratification of the appointment of our independent registered public accounting firm but does not vote on non-discretionary matters because you did not provide voting instructions on these matters.
What is the quorum requirement for our Annual Meeting?
A quorum is required to transact business at our Annual Meeting. The holders of a majority of the outstanding shares of Common Stock as of March 1, 2021,February 28, 2022, present in person or represented by proxy and entitled to vote, will constitute a quorum. Abstentions and broker non-votes are treated as present for quorum purposes.
If I abstain, what happens to my vote?
If you choose to abstain from voting on the Election of Directors, your abstention will have no effect, as the required vote is calculated through the following calculation: votes FOR divided by the sum of votes FOR plus votes AGAINST.
If you choose to abstain from voting on any other matter at our Annual Meeting, your abstention will be counted as a vote AGAINST the proposal, as the required vote is calculated through the following calculation: votes FOR divided by the sum of votes FOR plus votes AGAINST plus votes ABSTAINING.
What vote is required for adoption or approval of each matter to be voted on?
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| GOLDMAN SACHS | | | PROXY STATEMENT FOR THE |
FREQUENTLY ASKED QUESTIONS
What are my choices for casting my vote on each matter to be voted on?
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Who counts the votes cast at our Annual Meeting?
Representatives of Broadridge will tabulate the votes cast at our Annual Meeting, and American Election Services, LLC will act as the independent inspector of election.
How is voting affected by shareholders who participate in certain Goldman Sachs Partner Compensation plans?
Employees of Goldman Sachs who participate in the PCP are “covered persons” under our Shareholders’ Agreement. Our Shareholders’ Agreement governs, among other things, the voting of shares of Common Stock owned by each covered person directly or jointly with a spouse (but excluding shares acquired under our 401(k) Plan). Shares of Common Stock subject to our Shareholders’ Agreement are called “voting shares.”
Our Shareholders’ Agreement requires that before any of our shareholders vote, a separate, preliminary vote is held by the persons covered by our Shareholders’ Agreement. In the election of directors, all voting shares will be voted in favor of the election of the director nominees receiving the highest numbers of votes cast by the covered persons in the preliminary vote. For all other matters, all voting shares will be voted in accordance with the majority of the votes cast by the covered persons in the preliminary vote.
If you are a party to our Shareholders’ Agreement, you previously gave an irrevocable proxy to our Shareholders’ Committee to vote your voting shares at
our Annual Meeting in accordance with the preliminary
vote, and to vote on any other matters that may come before our Annual Meeting as the proxy holder sees fit in a manner that is not inconsistent with the preliminary vote and that does not frustrate the intent of the preliminary vote.
As of March 1, 2021, 8,610,503February 28, 2022, 9,362,045 shares of Common Stock were beneficially owned by the parties to the Shareholders’ Agreement. Each person who is a party to our Shareholders’ Agreement disclaims beneficial ownership of the shares subject to the agreement that are owned by any other party. As of March 1, 2021, 7,926,261February 28, 2022, 8,669,230 of the outstanding shares of Common Stock that were held by parties to our Shareholders’ Agreement were subject to the voting provisions of our Shareholders’ Agreement (representing approximately 2.31%2.57% of the outstanding shares entitled to vote at our Annual Meeting). The preliminary vote with respect to the voting shares will be concluded on or about April 16, 2021.15, 2022.
Other than this Shareholders’ Agreement (which covers our Chairman and CEO, who is also a director), there are no voting agreements by or among any of our directors.
Where can I find the voting results of our Annual Meeting?
We expect to announce the preliminary voting results at our Annual Meeting. The final voting results will be reported in a Current Report on Form 8-K that will be posted on our website.
What vote is required for adoption or approval of each matter to be voted on?
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| PROPOSAL | DIRECTORS’ RECOMMENDATION | |||||||||||||||
Majority of the votes cast FOR or AGAINST (for each director nominee) | FOR all nominees Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the election of our director nominees | |||||||||||||||
Advisory Vote to Approve Executive Compensation (Say on Pay) | Majority of the shares present in person or represented by proxy | FOR the resolution approving the Executive Compensation of our NEOs Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the resolution | ||||||||||||||
| Ratification of PwC as our Independent Registered Public Accounting Firm for 2022 | Majority of the shares present in person or represented by proxy | FOR the ratification of the appointment of PwC Unless a contrary choice is specified, proxies solicited by our Board will be voted FOR the ratification of the appointment | ||||||||||||||
| Shareholder Proposals | Majority of the shares present in person or represented by proxy (for each shareholder proposal) | AGAINST each shareholder proposal Unless a contrary choice is specified, proxies solicited by our Board will be voted AGAINST each shareholder proposal | ||||||||||||||
FREQUENTLY ASKED QUESTIONS
When will Goldman Sachs next hold an advisory vote on the frequency of Say on Pay votes?
The next advisory vote on the frequency of Say on Pay votes will be held no later thanat our 2023 Annual Meeting of Shareholders.
How do I obtain more information about Goldman Sachs?
A copy of our 20202021 Annual Report to Shareholders accompanies this Proxy Statement. You also may obtain, free of charge, a copy of that document, our 2020
| PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS | | | GOLDMAN SACHS | 97 |
FREQUENTLY ASKED QUESTIONS
2021 Annual Report on Form 10-K, our Corporate Governance Guidelines, our Code of Business Conduct and Ethics, our Director Independence Policy and the charters for our Audit, Compensation, Governance, Public Responsibilities and Risk Committees by writing to: The Goldman Sachs Group, Inc., 200 West Street, 29th Floor, New York, New York 10282, Attn: Investor Relations; email: gs-investor-relations@gs.com.
These documents, as well as other information about Goldman Sachs, are also available on our website at www.gs.com/shareholders.
How do I inspect the list of shareholders of record?
A list of the shareholders of record as of March 1, 2021February 28, 2022 will be available for inspection during ordinary business hours at our headquarters at 200 West Street, New York, New York 10282, from April 19, 202118, 2022 to April 28, 2021,27, 2022, as well as at our Annual Meeting.
What are my choices for casting my vote on each matter to be voted on?
| PROPOSAL | VOTING OPTIONS | EFFECT OF ABSTENTIONS | BROKER DISCRETIONARY VOTING ALLOWED? | EFFECT OF BROKER NON-VOTES | ||||
| Election of Directors | FOR, AGAINST or ABSTAIN (for each director nominee) | No effect - not counted as a “vote cast” | No | No effect | ||||
| Advisory Vote to Approve Executive Compensation (Say on Pay) | FOR, AGAINST or ABSTAIN | Treated as a vote AGAINST the proposal | No | No effect | ||||
| Ratification of PwC as our Independent Registered Public Accounting Firm for 2022 | FOR, AGAINST or ABSTAIN | Treated as a vote AGAINST the proposal | Yes | Not applicable | ||||
| Shareholder Proposals | FOR, AGAINST or ABSTAIN (for each shareholder proposal) | Treated as a vote AGAINST the proposal | No | No effect | ||||
How do I sign up for electronic delivery of proxy materials?
This Proxy Statement and our 20202021 Annual Report to Shareholders are available on our website at: www.gs.com/proxymaterials. If you would like to help reduce our costs of printing and mailing future materials, you can agree to access these documents in the future over the Internet rather than receiving printed copies in the mail. For your convenience,You may do so when you may find links to sign up for electronic delivery for both shareholders of record and beneficial owners who hold shares in street namevote through www.proxyvote.com or at www.gs.com/electronicdeliverywww.investordelivery.com. and by following the instructions.
Once you sign up, you will continue to receive proxy materials electronically until you revoke this preference.
Who pays the expenses of this proxy solicitation?
Our proxy materials are being used by our Board in connection with the solicitation of proxies for our Annual Meeting. We pay the expenses of the preparation of proxy materials and the solicitation of proxies for our Annual Meeting. In addition to the
solicitation of proxies by mail, certain of our directors, officers or employees may solicit telephonically, electronically or by other means of communication.
Our directors, officers and employees will receive no additional compensation for any such solicitation. We have also hired Morrow Sodali LLC, 470 West Avenue,333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, to assist in the solicitation and distribution of proxies, for which they will receive a fee of $25,000, as well as reimbursement for certain out-of-pocket costs and expenses. We will reimburse brokers, including Goldman Sachs & Co. LLC, and other similar institutions for costs incurred by them in mailing proxy materials to beneficial owners.
What is “householding”?
In accordance with a notice sent to certain street name shareholders of Common Stock who share a single address, shareholders at a single address will receive only one copy of this Proxy Statement and our 20202021 Annual Report to Shareholders unless we have previously received contrary instructions. This practice, known as “householding,” is designed to reduce our printing and postage costs. We currently do not “household” for shareholders of record.
If your household received a single set of proxy materials, but you would prefer to receive a separate copy of this Proxy Statement or our 20202021 Annual
| 98 | GOLDMAN SACHS | | | PROXY STATEMENT FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS |
FREQUENTLY ASKED QUESTIONS
Report to Shareholders, you may contact us at The Goldman Sachs Group, Inc., 200 West Street, 29th Floor, New York, New York 10282, Attn: Investor Relations, telephone: 1-212-902-0300, email:gs-investor-relations@gs.com, and we will deliver those documents to you promptly upon receiving the request.
You may request or discontinue householding in the future by contacting the broker, bank or similar institution through which you hold your shares. You may also change your householding preferences through the Broadridge Householding Election system at 1-866-540-7095 using the control number we have provided to you.
How can I recommend a director candidate to our Governance Committee?
Our Governance Committee welcomes candidates recommended by shareholders and will consider these candidates in the same manner as other candidates.
Shareholders who wish to recommend director candidates for consideration by our Governance Committee may do so by submitting in writing such candidates’ names to John F.W. Rogers, Secretary to the Board of Directors, at The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282.
FREQUENTLY ASKED QUESTIONS
How can I submit a Rule 14a-8 shareholder proposal at the 20222023 Annual Meeting of Shareholders?
Shareholders who, in accordance with the SEC’s Rule 14a-8, wish to present proposals for inclusion in the proxy materials to be distributed by us in connection with our 20222023 Annual Meeting of Shareholders must submit their proposals to John F.W. Rogers, Secretary to the Board of Directors, via email atshareholderproposals@gs.com or by mail at The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282. Proposals must be received on or before Friday, November 19, 2021.18, 2022. As the rules of the SEC make clear, however, simply submitting a proposal does not guarantee its inclusion.
How can I submit nominees (such as through proxy access) or shareholder proposals in accordance with our By-Laws?
Shareholders who wish to submit a “proxy access” nomination for inclusion in our proxy statement in connection with our 20222023 Annual Meeting of Shareholders may do so by submitting in writing a Nomination Notice, in compliance with the procedures and along with the other information required by our By-Laws, to John F.W. Rogers, Secretary to the Board of Directors, via email atshareholderproposals@gs.comor by mail at The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282 no earlier than October 20, 202119, 2022 and no later than November 19, 2021.18, 2022.
In accordance with our By-Laws, for other matters (including director nominees not proposed pursuant to proxy access) not included in our proxy materials to be properly brought before the 20222023 Annual Meeting of Shareholders, a shareholder’s notice of the matter that the shareholder wishes to present must be delivered to John F.W. Rogers, Secretary to the Board of Directors, in compliance with the procedures and along with the other information required by our By-Laws, via email atshareholderproposals@gs.com or by mail at The Goldman Sachs Group, Inc., 200 West Street, New York, New York 10282, not less than 90 nor more than 120 days prior to the first anniversary of the 20212022 Annual Meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these provisions of our By-Laws (and not pursuant to the SEC’s Rule 14a-8) must be received no earlier than December 30, 202129, 2022 and no later than January 29, 2022.28, 2023.
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS |
ANNEX A: CALCULATION OF NON-GAAP MEASURES
Annex A: Calculation of Non-GAAP Measures
Reconciliation of average common shareholders’ equity to average tangible common shareholders’ equity
ROE is calculated by dividing net earnings applicable to common shareholders by average monthly common shareholders’ equity. ROTE is calculated by dividing net earnings applicable to common shareholders by average monthly tangible common shareholders’ equity (tangible common shareholders’ equity is calculated as total shareholders’ equity less preferred stock, goodwill and identifiable intangible assets). Management believes that ROTE is meaningful because it measures the performance of businesses consistently, whether they were acquired or developed internally, and that tangible common shareholders’ equity is meaningful because it is a measure that the firm and investors use to assess capital adequacy. ROTE and tangible common shareholders’ equity are non-GAAP measures and may not be comparable to similar non-GAAP measures used by other companies.
The table below presents a reconciliation of average common shareholders’ equity to average tangible common shareholders’ equity:
| UNAUDITED ($ IN MILLIONS) | AVERAGE FOR THE YEAR ENDED DECEMBER 31, | |||
| Total shareholders’ equity | ||||
| Preferred stock | ||||
| Common shareholders’ equity | ||||
| Goodwill | ||||
| Identifiable intangible assets | ||||
| Tangible common shareholders’ equity | ||||
| PROXY STATEMENT FOR THE |
ANNEX B: ADDITIONAL DETAILS ON DIRECTOR INDEPENDENCE
Annex B: Additional Details on Director Independence
Set forth below is detailed information regarding certain categories of transactions reviewed and considered by our Governance Committee and our Board in making independence determinations, which our Board has determined are immaterial under our Director Independence Policy.
CATEGORY (Revenues, payments or donations by our firm | POSITION
| DIRECTOR | PERCENT OF | |||
Ordinary Course Business Transactions Between Goldman Sachs and an entity with which a director or his or her immediate family member is or was affiliated as specified | Executive Officer (for-profit entity) | ∎ Harris ∎Mittal and his family member(s) ∎ Ogunlesi ∎ Uhl | Aggregate | |||
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| Employee (for | None | N/A | |||
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| Officer/Employee (not-for-profit entity) |
| Aggregate | |||
Charitable Donations Made in the ordinary course by Goldman Sachs (including our matching gift program), The Goldman Sachs Foundation or the donor advised funds under GS Gives program | Officer/ Employee/ Trustee/Board Member ( profit entity) | Generally all independent directors and certain of their family members | Aggregate | |||
Client Relationships (last 3 years) Director or his or her immediate family member is a client on substantially the same terms as other similarly situated clients (for example, brokerage accounts and investment in funds managed or sponsored by us in those accounts) | N/A | ∎ Burns and her family member(s) ∎ Kullman and her family member(s) ∎ Mittal and his family member(s) ∎ Ogunlesi and his family member(s) ∎ Oppenheimer and his family member(s) ∎ Tighe and her family member(s) ∎ Winkelman and his family member(s) | Aggregate | |||
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS | B-1 |
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)DIRECTIONS TO OUR 2022 ANNUAL MEETING OF SHAREHOLDERS
Annex C: Directions to our 2022 Annual Meeting of Shareholders
The Goldman Sachs Amended and Restated Stock Incentive Plan (2021)Group, Inc.
ARTICLE I200 West Street, Auditorium (Vesey Street Entrance)
GENERAL
The purpose of The Goldman Sachs Amended and Restated Stock Incentive Plan (2021) is to: (i) attract, retain and motivate officers, directors, employees (including prospective employees), consultants and others who may perform services for the Firm (as hereinafter defined), to compensate them for their contributions to the long-term growth and profits of the Firm and to encourage them to acquire a proprietary interest in the success of the Firm, (ii) align the interests of officers, directors, employees, consultants and others who may perform services for the Firm with those of shareholders of GS Inc., (iii) assist the Firm in ensuring that its compensation program does not provide incentives to take imprudent risks and (iv) comply with regulatory requirements.
The Plan was originally adopted by the Board of Directors of GS Inc. (the “Board”) on April 30, 1999 as The Goldman Sachs 1999 Stock Incentive Plan (the “1999 SIP”) and was amended and restated as The Goldman Sachs Amended and Restated Stock Incentive Plan (the “2003 SIP”) by the Board on January 16, 2003, subject to the approval by the shareholders of GS Inc., which approval was obtained on April 1, 2003. The 2003 SIP was further amended and restated, effective as of December 31, 2008, and subsequently amended as of December 20, 2012. The 2003 SIP was amended and restated as The Goldman Sachs Amended and Restated Stock Incentive Plan (2013) (the “2013 SIP”) by the Board on March 19, 2013, subject to the approval by the shareholders of GS Inc., which approval was obtained on May 23, 2013. The 2013 SIP was amended and restated as The Goldman Sachs Amended and Restated Stock Incentive Plan (2015) (the “2015 SIP”) by the Board on March 6, 2015, subject to the approval by the shareholders of GS Inc., which approval was obtained on May 21, 2015. The 2015 SIP was amended and restated as The Goldman Sachs Amended and Restated Stock Incentive Plan (2018) (the “2018 SIP”) by the Board on February 22, 2018, subject to the approval by the shareholders of GS Inc., which approval was obtained on May 2, 2018. The 2018 SIP was further amended and restated, effective as of January 15, 2019.
The Plan was amended and restated as The Goldman Sachs Amended and Restated Stock Incentive Plan (2021) by the Board on February 26, 2021, subject to the approval by the shareholders of GS Inc.
The amendments made to the 2018 SIP shall affect only Awards granted on or after the Effective Date (as hereinafter defined). Awards granted prior to the Effective Date shall be governed by the terms of the 2018 SIP (as in effect prior to the Effective Date), the 2015 SIP (as in effect prior to the effective date of the 2018 SIP), 2013 SIP (as in effect prior to the effective date of the 2015 SIP), the 2003 SIP (as in effect prior to the effective date of the 2013 SIP) or the 1999 SIP (as in effect prior to the effective date of the 2003 SIP), as applicable, and the applicable Award Agreements. The terms of this Plan are not intended to affect the interpretation of the terms of the 2018 SIP, 2015 SIP, the 2013 SIP, the 2003 SIP or the 1999 SIP, as applicable, as they existed prior to the Effective Date.
1.2 Definitions of Certain Terms
Unless otherwise specified in an applicable Award Agreement, the terms listed below shall have the following meanings for purposes of the Plan and any Award Agreement.
1.2.1 “AAA” means the American Arbitration Association.
1.2.2 “Account” means any brokerage account, custody account or similar account, as approved or required by GS Inc. from time to time, into which shares of Common Stock, cash or other property in respect of an Award are delivered.
1.2.3 “Award” means an award made pursuant to the Plan.New York, New York, 10282
PUBLIC TRANSPORTATION |
200 West Street is in walking distance from multiple MTA subway lines, the PATH train and the NY Waterway ferry.
Subway Options:
| ∎ | Take the 4, 5, J or Z train to Fulton Street (Broadway or Nassau) |
| ∎ | Take the 1, 2, or 3 train to Chambers Street (West Broadway) |
| ∎ | Take the E train to World Trade Center |
| ∎ | Take the A or C train to Chambers Street (Church Street) |
| ∎ | Take the R train to City Hall (Broadway) |
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)By PATH
| ∎ | Take the PATH to World Trade Center |
By Ferry
| ∎ | Take the NY Waterway ferry to Brookfield Place/Battery Park City/World Financial Center |
DRIVING DIRECTIONS |
1.2.4 “Award Agreement” means the written document or documents by which each AwardFrom Points North, South and West:
| ∎ | I-95 (New Jersey Turnpike) to Exit 14 A-C toward I-78 E/Holland Tunnel |
| ∎ | Merge onto I-78 E/Holland Tunnel to New York |
| ∎ | Take Exit 1 for NY 9A/West Street and merge onto Laight Street, 3 blocks to West Street |
| ∎ | Turn left onto West Street, 6 blocks to 200 West |
From Points East:
| ∎ | Take the Brooklyn Bridge to Manhattan (via I-278 W, Exit 29 to Tillary Street) |
| ∎ | Exit Park Row S and continue onto Park Row, 2 blocks |
| ∎ | Turn right onto Barclay Street, 4 blocks to West Street |
| ∎ | Turn right on West Street, 1 block to Murray Street |
| ∎ | Turn left on Murray Street (crossing over West Street) to 200 West |
Parking is evidenced, including any related Award Statement and signature card.
1.2.5 “Award Statement” means a written statement that reflects certain Award terms.
1.2.6 “Board” means the Board of Directors of GS Inc.
1.2.7 “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in New York City are authorized or obligated by Federal law or executive order to be closed.
1.2.8 “Cause” means (a) the Grantee’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (i) on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking, embezzlement, bribery, forgery, counterfeiting or extortion, or (ii) on a felony charge, or (iii) on an equivalent charge to those in clauses (i) and (ii) in jurisdictions which do not use those designations, (b) the Grantee’s engaging in any conduct which constitutes an employment disqualification under applicable law (including statutory disqualification as defined under the Exchange Act), (c) the Grantee’s willful failure to perform the Grantee’s duties to the Firm, (d) the Grantee’s violation of any securities or commodities laws, any rules or regulations issued pursuant to such laws, or the rules and regulations of any securities or commodities exchange or association of which the Firm is a member, (e) the Grantee’s violation of any Firm policy concerning hedging or pledging or confidential or proprietary information, or the Grantee’s material violation of any other Firm policy as in effect from time to time, (f) the Grantee’s engaging in any act or making any statement which impairs, impugns, denigrates, disparages or negatively reflects upon the name, reputation or business interests of the Firm or (g) the Grantee’s engaging in any conduct detrimental to the Firm. The determination as to whether Cause has occurred shall be made by the Committee in its sole discretion and, in such case, the Committee also may, but shall not be required to, specify the date such Cause occurred (including by determining that a prior termination of Employment was for Cause). Any rights the Firm may have hereunder and in any Award Agreement in respect of the events giving rise to Cause shall be in addition to the rights the Firm may have under any other agreement with a Grantee oravailable at law or in equity.
1.2.9 “Certificate” means a stock certificate (or other appropriate document or evidence of ownership) representing shares of Common Stock.
1.2.10 “Change in Control” means the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving GS Inc. (a “Reorganization”) or sale or other disposition of all or substantially all of GS Inc.’s assets to an entity that is not an affiliate of GS Inc. (a “Sale”), that in each case requires the approval of GS Inc.’s shareholders under the law of GS Inc.’s jurisdiction of organization, whether for such Reorganization or Sale (or the issuance of securities of GS Inc. in such Reorganization or Sale), unless immediately following such Reorganization or Sale, either: (a)Icon Parking at least 50% of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of (i) the entity resulting from such Reorganization, or the entity which has acquired all or substantially all of the assets of GS Inc. in a Sale (in either case, the “Surviving Entity”), or (ii) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, as such Rule is in effect on the date of the adoption of the 1999 SIP) of 50% or more of the total voting power (in respect of the election of directors, or similar officials in the case of an entity other than a corporation) of the Surviving Entity (the “Parent Entity”) is represented by GS Inc.’s securities (the “GS Inc. Securities”) that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such GS Inc. Securities were converted pursuant to such Reorganization or Sale) or (b) at least 50% of the members of the board of directors (or similar officials in the case of an entity other than a corporation) of the Parent Entity (or, if there is no Parent Entity, the Surviving Entity) following the consummation of the Reorganization or Sale were, at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale, individuals (the “Incumbent Directors”) who either (i) were members of the Board on the Effective Date or (ii) became directors subsequent to the Effective Date and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of GS Inc.’s proxy statement in which such persons are named as nominees for director).
1.2.11 “Client” means any client or prospective client of the Firm to whom the Grantee provided services, or for whom the Grantee transacted business, or whose identity became known to the Grantee in connection with the Grantee’s relationship with or employment by the Firm.2 River Terrace
| PROXY STATEMENT FOR THE | | | GOLDMAN SACHS C-1 |
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
1.2.12 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations thereunder.
1.2.13 “Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 1.3, and which, to the extent the Board determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3(d)(1) or Rule 16b-3(e) promulgated under the Exchange Act, shall be a committee or subcommittee of the Board composed of two or more members, each of whom is a “non-employee director” within the meaning of Rule 16b-3. Unless otherwise determined by the Board, the Committee shall be the Compensation Committee of the Board.
1.2.14 “Common Stock” means common stock of GS Inc., par value $0.01 per share.
1.2.15 “Competitive Enterprise” means an existing or planned business enterprise that (a) engages, or may reasonably be expected to engage, in any activity; (b) owns or controls, or may reasonably be expected to own or control, a significant interest in any entity that engages in any activity or (c) is, or may reasonably be expected to be, owned by, or a significant interest in which is, or may reasonably be expected to be, owned or controlled by, any entity that engages in any activity that, in any case, competes or will compete anywhere with any activity in which the Firm is engaged. The activities covered by this definition include, without limitation: financial services such as investment banking; public or private finance; lending; financial advisory services; private investing for anyone other than the Grantee and members of the Grantee’s family (including for the avoidance of doubt, any type of proprietary investing or trading); private wealth management; private banking; consumer or commercial cash management; consumer, digital or commercial banking; merchant banking; asset, portfolio or hedge fund management; insurance or reinsurance underwriting or brokerage; property management; or securities, futures, commodities, energy, derivatives, currency or digital asset brokerage, sales, lending, custody, clearance, settlement or trading.
1.2.16 “Conflicted Employment” means the Grantee’s employment at any U.S. Federal, state or local government, any non-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 determined by the Committee, if, as a result of such employment, the Grantee’s continued holding of any Outstanding Award or Shares at Risk would result in an actual or perceived conflict of interest.
1.2.17 “Date of Grant” means the date specified in the Grantee’s Award Agreement as the date of grant of the Award.
1.2.18 “Delivery Date” means each date specified in the Grantee’s Award Agreement as a delivery date, provided, unless the Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading day of the first Window Period beginning after such date.
1.2.19 “Dividend Equivalent Right” means a dividend equivalent right granted under the Plan, which represents an unfunded and unsecured promise to pay to the Grantee amounts equal to all or any portion of the regular cash dividends that would be paid on shares of Common Stock covered by an Award if such shares had been delivered pursuant to an Award.
1.2.20 “Effective Date” means the date this Plan is approved by the shareholders of GS Inc. pursuant to Section 3.15 hereof.
1.2.21 “Employment” means the Grantee’s performance of services for the Firm, as determined by the Committee. The terms “employ” and “employed” shall have their correlative meanings. The Committee in its sole discretion may determine (a) whether and when a Grantee’s leave of absence results in a termination of Employment (for this purpose, unless the Committee determines otherwise, a Grantee shall be treated as terminating Employment with the Firm upon the occurrence of an Extended Absence), (b) whether and when a change in a Grantee’s association with the Firm results in a termination of Employment and (c) the impact, if any, of any such leave of absence or change in association on Awards theretofore made. Unless expressly provided otherwise, any references in the Plan or any Award Agreement to a Grantee’s Employment being terminated shall include both voluntary and involuntary terminations.
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
1.2.22 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the applicable rules and regulations thereunder.
1.2.23 “Exercise Price” means (i) in the case of Options, the price specified in the Grantee’s Award Agreement as the price-per-share of Common Stock at which such share can be purchased pursuant to the Option or (ii) in the case of SARs, the price specified in the Grantee’s Award Agreement as the reference price-per-share of Common Stock used to calculate the amount payable to the Grantee.
1.2.24 “Expiration Date” means the date specified in the Grantee’s Award Agreement as the final expiration date of the Award.
1.2.25�� “Extended Absence” means the Grantee’s inability to perform for six (6) continuous months, due to illness, injury or pregnancy-related complications, substantially all the essential duties of the Grantee’s occupation, as determined by the Committee.
1.2.26 “Fair Market Value” means, with respect to a share of Common Stock on any day, the fair market value as determined in accordance with a valuation methodology approved by the Committee.
1.2.27 “FINRA” means the Financial Industry Regulatory Authority.
1.2.28 “Firm” means GS Inc. and its subsidiaries and affiliates.
1.2.29 “Good Reason” means, in connection with a termination of employment by a Grantee following a Change in Control, (a) as determined by the Committee, a materially adverse alteration in the Grantee’s position or in the nature or status of the Grantee’s responsibilities from those in effect immediately prior to the Change in Control or (b) the Firm’s requiring the Grantee’s principal place of Employment to be located more than seventy-five (75) miles from the location where the Grantee is principally Employed at the time of the Change in Control (except for required travel on the Firm’s business to an extent substantially consistent with the Grantee’s customary business travel obligations in the ordinary course of business prior to the Change in Control).
1.2.30 “Grantee” means a person who receives an Award.
1.2.31 “GS Inc.” means The Goldman Sachs Group, Inc., and any successor thereto.
1.2.32 “Incentive Stock Option” means an option to purchase shares of Common Stock that is intended to qualify for special Federal income tax treatment pursuant to Sections 421 and 422 of the Code, as now constituted or subsequently amended, or pursuant to a successor provision of the Code, and which is so designated in the applicable Option Award Agreement.
1.2.33 “Initial Exercise Date” means, with respect to an Option or an SAR, the date specified in the Grantee’s Award Agreement as the initial date on which such Award may be exercised, provided, unless the Committee determines otherwise, such date is during a Window Period or, if such date is not during a Window Period, the first trading day of the first Window Period beginning after such date.
1.2.34 “1999 SIP” means The Goldman Sachs 1999 Stock Incentive Plan, as in effect prior to the effective date of the 2003 SIP.
1.2.35 “New York Stock Exchange” means the New York Stock Exchange, Inc. and any successor exchange or trading market that is the principal trading market for the Common Stock.
1.2.36 “Non-Employee Director” means a member of the Board who is not an officer or employee of the Firm.
1.2.37 “Nonqualified Stock Option” means an option to purchase shares of Common Stock that is not an Incentive Stock Option.
1.2.38 “Option” means an Incentive Stock Option or a Nonqualified Stock Option or both, as the context requires.
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
1.2.39 “Outstanding” means any Award to the extent it has not been forfeited, canceled, terminated, exercised or with respect to which the shares of Common Stock underlying the Award have not been previously delivered or other payments made.
1.2.40 “Plan” means The Goldman Sachs Amended and Restated Stock Incentive Plan (2021), as described herein and as hereafter amended from time to time.
1.2.41 “RSU” means a restricted stock unit granted under the Plan, which represents an unfunded and unsecured promise to deliver shares of Common Stock in accordance with the terms of the RSU Award Agreement.
1.2.42 “RSU Shares” means shares of Common Stock that underlie an RSU.
1.2.43 “Restricted Share” means a share of Common Stock delivered under the Plan that is subject to Transfer Restrictions, forfeiture provisions and/or other terms and conditions specified herein and in the Restricted Share Award Agreement or other applicable Award Agreement. All references to Restricted Shares include “Shares at Risk.”
1.2.44 “Retirement” means termination of the Grantee’s Employment (other than for Cause) on or after the Date of Grant at a time when (i) (A) the sum of the Grantee’s age plus years of service with the Firm (as determined by the Committee in its sole discretion) equals or exceeds 60 and (B) the Grantee has completed at least 10 years of service with the Firm (as determined by the Committee in its sole discretion) or, if earlier, (ii) (A) the Grantee has attained age 50 and (B) the Grantee has completed at least five years of service with the Firm (as determined by the Committee in its sole discretion).
1.2.45 “SAR” means a stock appreciation right granted under the Plan, which represents an unfunded and unsecured promise to deliver shares of Common Stock, cash or other property equal in value to the excess of the Fair Market Value per share of Common Stock over the Exercise Price per share of the SAR, subject to the terms of the SAR Award Agreement.
1.2.46 “Section 409A” means Section 409A of the Code, including any amendments or successor provisions to that Section and any regulations and other administrative guidance thereunder, in each case as they, from time to time, may be amended or interpreted through further administrative guidance.
1.2.47 “Shares at Risk” means Restricted Shares that are designated as “Shares at Risk” in the applicable Award Agreement.
1.2.48 “SIP Administrator” means each person designated by the Committee as a “SIP Administrator” with the authority to perform day-to-day administrative functions for the Plan.
1.2.49 “SIP Committee” means the persons who have been delegated certain authority under the Plan by the Committee.
1.2.50 “Solicit” means any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, suggesting, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.
1.2.51 “Transfer Restrictions” means restrictions that prohibit the sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposal of (including through the use of any cash-settled instrument), whether voluntarily or involuntarily by the Grantee, of an Award or any shares of Common Stock, cash or other property delivered in respect of an Award.
1.2.52 “Transferability Date” means the date Transfer Restrictions on a Restricted Share will be released. Within 30 Business Days after the applicable Transferability Date, GS Inc. shall take, or shall cause to be taken, such steps as may be necessary to remove Transfer Restrictions.
1.2.53 “2003 SIP” means The Goldman Sachs Amended and Restated Stock Incentive Plan, as in effect prior to the effective date of the 2013 SIP.
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
1.2.54 “2013 SIP” means The Goldman Sachs Amended and Restated Stock Incentive Plan (2013), as in effect prior to the effective date of the 2015 SIP.
1.2.55 “2015 SIP” means The Goldman Sachs Amended and Restated Stock Incentive Plan (2015), as in effect prior to the effective date of the 2018 SIP.
1.2.56 “2018 SIP” means The Goldman Sachs Amended and Restated Stock Incentive Plan (2018), as in effect prior to the Effective Date.
1.2.57 “Vested” means, with respect to an Award, the portion of the Award that is not subject to a condition that the Grantee remain actively employed by the Firm in order for the Award to remain Outstanding. The fact that an Award becomes Vested shall not mean or otherwise indicate that the Grantee has an unconditional or nonforfeitable right to such Award, and such Award shall remain subject to such terms, conditions and forfeiture provisions as may be provided for in the Plan or in the Award Agreement.
1.2.58 “Vesting Date” means each date specified in the Grantee’s Award Agreement as a date on which part or all of an Award becomes Vested.
1.2.59 “Window Period” means a period designated by the Firm during which all employees of the Firm are permitted to purchase or sell shares of Common Stock (provided that, if the Grantee is a member of a designated group of employees who are subject to different restrictions, the Window Period may be a period designated by the Firm during which an employee of the Firm in such designated group is permitted to purchase or sell shares of Common Stock).
1.3.1 Subject to Sections 1.3.3 and 1.3.4, the Plan shall be administered by the Committee.
1.3.2 The Committee shall have complete control over the administration of the Plan and shall have the authority in its sole discretion to (a) exercise all of the powers granted to it under the Plan, (b) construe, interpret and implement the Plan and all Award Agreements, (c) prescribe, amend and rescind rules and regulations relating to the Plan, including rules governing its own operations, (d) make all determinations necessary or advisable in administering the Plan, (e) correct any defect, supply any omission and reconcile any inconsistency in the Plan, (f) amend the Plan to reflect changes in applicable law (whether or not the rights of the Grantee of any Award are adversely affected, unless otherwise provided in such Grantee’s Award Agreement), (g) grant Awards and determine who shall receive Awards, when such Awards shall be granted and the terms of such Awards, including setting forth provisions with regard to termination of Employment, such as termination of Employment for Cause or due to death, Conflicted Employment, Extended Absence or Retirement, (h) unless otherwise provided in an Award Agreement, amend any outstanding Award Agreement in any respect, whether or not the rights of the Grantee of such Award are adversely affected, including, without limitation, to (1) accelerate the time or times at which the Award becomes Vested, unrestricted or may be exercised (and, in connection with such acceleration, the Committee may provide that any shares of Common Stock acquired pursuant to such Award shall be Restricted Shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Grantee’s underlying Award), (2) accelerate the time or times at which shares of Common Stock are delivered under the Award (and, without limitation on the Committee’s rights, in connection with such acceleration, the Committee may provide that any shares of Common Stock delivered pursuant to such Award shall be Restricted Shares, which are subject to vesting, transfer, forfeiture or repayment provisions similar to those in the Grantee’s underlying Award), (3) waive or amend any goals, restrictions or conditions set forth in such Award Agreement, or impose new goals, restrictions and conditions or (4) reflect a change in the Grantee’s circumstances (e.g., a change to part-time employment status or a change in position, duties or responsibilities) and (i) determine at any time whether, to what extent and under what circumstances and method or methods (1) Awards may be (A) settled in cash, shares of Common Stock, other securities, other Awards or other property (in which event, the Committee may specify what other effects such settlement will have on the Grantee’s Award, including the effect on any repayment provisions under the Plan or Award Agreement), (B) exercised (including a “cashless” exercise) or (C) canceled, forfeited or suspended, (2) shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award may be deferred either automatically or at the election of the Grantee thereof or of the Committee and (3) Awards may be settled by GS Inc., any of its subsidiaries or affiliates or any of its or their designees.
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
1.3.3 Actions of the Committee may be taken by the vote of a majority of its members present at a meeting (which may be held telephonically). Any action may be taken by a written instrument signed by a majority of the Committee members, and action so taken shall be fully as effective as if it had been taken by a vote at a meeting. The determination of the Committee on all matters relating to the Plan or any Award Agreement shall be final, binding and conclusive. The Committee may allocate among its members and delegate to any person who is not a member of the Committee or to any administrative group within the Firm, including the SIP Committee, the SIP Administrators or any of them, any of its powers, responsibilities or duties. In delegating its authority, the Committee shall consider the extent to which any delegation may cause Awards to fail to meet the requirements of Rule 16(b)-3(d)(1) or Rule 16(b)-3(e) under the Exchange Act.
1.3.4 Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards or administer the Plan. In any such case, the Board shall have all of the authority and responsibility granted to the Committee herein.
1.3.5 No Liability. No member of the Board or the Committee or any employee of the Firm (each such person, a “Covered Person”) shall have any liability to any person (including any Grantee) for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award. Each Covered Person shall be indemnified and held harmless by GS Inc. against and from (a) any loss, cost, liability or expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and (b) any and all amounts paid by such Covered Person, with GS Inc.’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that GS Inc. shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once GS Inc. gives notice of its intent to assume the defense, GS Inc. shall have sole control over such defense with counsel of GS Inc.’s choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful criminal act or omission. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under GS Inc.’s Restated Certificate of Incorporation, as may be amended from time to time, or Amended and Restated Bylaws, as may be amended from time to time, as a matter of law, or otherwise, or any other power that GS Inc. may have to indemnify such persons or hold them harmless.
1.4 Persons Eligible for Awards
Awards under the Plan may be made to such current, former (solely with respect to their final year of service) and prospective officers, directors, employees, consultants and other individuals who may perform services for the Firm, as the Committee may select.
1.5 Types of Awards Under Plan
Awards may be made under the Plan in the form of (a) Options, (b) SARs, (c) Restricted Shares, (d) RSUs, (e) Dividend Equivalent Rights and (f) other equity-based or equity-related Awards that the Committee determines are consistent with the purpose of the Plan and the interests of the Firm. No Incentive Stock Option (other than an Incentive Stock Option that may be assumed or issued by GS Inc. in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person who is not eligible to receive an Incentive Stock Option under the Code.
1.6 Shares Available for Awards
1.6.1 Total Shares Available. Subject to adjustment pursuant to Section 1.6.2, the total number of shares of Common Stock which may be delivered pursuant to Awards granted under the Plan on or after the Effective Date shall not exceed twenty million (20,000,000) shares, plus the number of shares available for awards under the 2018 SIP as of the Effective Date. Each Option, SAR, Restricted Share, RSU or similar Award or share of Common Stock underlying an Award shall count as one share of Common Stock. No further Awards shall be granted
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
pursuant to the 2018 SIP. If, on or after the Effective Date, any Award or any outstanding award granted under the 2018, 2015 or 2013 SIP (“2018, 2015 or 2013 SIP Award”) is forfeited or otherwise terminates or is canceled without the delivery of shares of Common Stock, shares of Common Stock are surrendered or withheld from any Award or 2018, 2015 or 2013 SIP Award to satisfy any obligation of the Grantee (including Federal, state or foreign taxes) or shares of Common Stock owned by a Grantee are tendered to pay the exercise price of any Award, then the shares covered by such forfeited, terminated or canceled Award or 2018, 2015 or 2013 SIP Award or which are equal to the number of shares surrendered, withheld or tendered shall again become available to be delivered pursuant to Awards granted under this Plan. Notwithstanding the foregoing, but subject to adjustment as provided in Section 1.6.2, no more than twenty-four million (24,000,000) shares of Common Stock that can be delivered under the Plan shall be deliverable pursuant to the exercise of Incentive Stock Options. Any shares of Common Stock (a) delivered by GS Inc., (b) with respect to which Awards are made hereunder and (c) with respect to which the Firm becomes obligated to make Awards, in each case through the assumption of, or in substitution for, outstanding awards previously granted by an acquired entity, shall not count against the shares of Common Stock available to be delivered pursuant to Awards under this Plan. Shares of Common Stock that may be delivered pursuant to Awards may be authorized but unissued Common Stock or authorized and issued Common Stock held in GS Inc.’s treasury or otherwise acquired for the purposes of the Plan.
1.6.2 Adjustments. The Committee shall adjust the number of shares of Common Stock authorized pursuant to Section 1.6.1 and shall adjust (including, without limitation, by payment of cash) the terms of any Outstanding Awards (including, without limitation, the number of shares of Common Stock covered by each Outstanding Award, the type of property to which the Award relates and the exercise or strike price of any Award), in such manner as it deems appropriate to prevent the enlargement or dilution of rights, for any increase or decrease in the number of issued shares of Common Stock (or issuance of shares of stock other than shares of Common Stock) resulting from a recapitalization, stock split, reverse stock split, stock dividend, spinoff, splitup, combination, reclassification or exchange of shares of Common Stock, merger, consolidation, rights offering, separation, reorganization or any other change in corporate structure or event the Committee determines in its sole discretion affects the capitalization of GS Inc.; provided, however, that no such adjustment shall be required if the Committee determines that such action would cause an award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A or otherwise would subject a Grantee to an additional tax imposed under Section 409A in respect of an Outstanding Award. After any adjustment made pursuant to this Section 1.6.2, the number of shares of Common Stock subject to each Outstanding Award shall be rounded up or down to the nearest whole number as determined by the Committee.
1.6.3 Except as provided in this Section 1.6 or under the terms of any applicable Award Agreement, there shall be no limit on the number or the value of shares of Common Stock that may be subject to Awards to any individual under the Plan.
1.6.4 There shall be no limit on the amount of cash, securities (other than shares of Common Stock as provided in Section 1.6.1, as adjusted by Section 1.6.2) or other property that may be delivered pursuant to any Award.
1.7 Non-Employee Director Compensation
Each Non-Employee Director may receive total annual compensation in a fixed amount equal to (a) in the case of a Non-Employee Director who does not serve as a chair of a committee appointed by the Board, $450,000 and (b) in the case of a Non-Employee Director who serves as a chair of a committee appointed by the Board, $475,000. Any fixed amount of total annual compensation described in this Section 1.7 may be payable in the form of cash and/or an Award that shall have such terms and conditions as the Board may from time to time specify. Notwithstanding any other provision herein, including, without limitation, Sections 2.3.1, 2.4.1, 2.5.1, 2.6.1 and 2.7 (providing the Committee the authority to grant Awards), the amount of total annual compensation paid to each Non-Employee Director shall be governed solely by this Section 1.7.
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
AWARDS UNDER THE PLAN
2.1 Agreements Evidencing Awards
Each Award granted under the Plan shall be evidenced by an Award Agreement, which shall contain such provisions and conditions as the Committee deems appropriate (and which may incorporate by reference some or all of the provisions of the Plan). The Committee may grant Awards in tandem with or in substitution for any other Award or Awards granted under this Plan or any award granted under any other plan of the Firm. By accepting an Award pursuant to the Plan, a Grantee thereby agrees that the Award shall be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.
2.2 No Rights as a Shareholder
No Grantee (or other person having rights pursuant to an Award) shall have any of the rights of a shareholder of GS Inc. with respect to shares of Common Stock subject to an Award until the delivery of such shares. Except as otherwise provided in Section 1.6.2, no adjustments shall be made for dividends or distributions on (whether ordinary or extraordinary, and whether in cash, Common Stock, other securities or other property), or other events relating to, shares of Common Stock subject to an Award for which the record date is prior to the date such shares are delivered.
2.3.1 Grant. Subject to the individual limit described in Section 1.6.1, the Committee may grant Awards of Options in such amounts and subject to such terms and conditions as the Committee may determine (and may include a grant of Dividend Equivalent Rights under Section 2.8 in connection with such Option grants); provided, however, that (i) the Exercise Price for any Option may not be less than the lesser of (A) the closing price of a share of Common Stock on the New York Stock Exchange on the Date of Grant for such Option and (B) the average of the high and low sale prices of a share of Common Stock on the New York Stock Exchange on the Date of Grant for such Option and (ii) the Expiration Date in respect of an Option may not be later than the tenth anniversary of the Date of Grant. Except as provided for in Section 1.6.2, the Exercise Price for any Outstanding Option may not be reduced after the Date of Grant.
2.3.2 Exercise. Options that are not Vested or that are not Outstanding may not be exercised. Outstanding Vested Options may be exercised in accordance with procedures established by the Committee (but, subject to the applicable Award Agreement, may not be exercised earlier than the Initial Exercise Date). The Committee may from time to time prescribe periods during which Outstanding Vested Options shall not be exercisable.
2.3.3 Payment of Exercise Price. Any acceptance by the Committee of a Grantee’s written notice of exercise of a Vested Option shall be conditioned upon payment for the shares of Common Stock being purchased. Such payment may be made in cash or by such other methods as the Committee may from time to time prescribe.
2.3.4 Delivery of Shares. Unless otherwise determined by the Committee, or as otherwise provided in the applicable Award Agreement, and except as provided in Sections 3.3, 3.4, 3.11 and 3.17.1, and subject to Section 3.2, upon receipt of payment of the full Exercise Price (or upon satisfaction of procedures adopted by the Committee in connection with a “cashless” exercise method adopted by it) for shares of Common Stock subject to an Outstanding Vested Option, delivery of such shares of Common Stock shall be effected by book-entry credit to the Grantee’s Account. The Grantee shall be the beneficial owner and record holder of such shares of Common Stock properly credited to the Account. No delivery of such shares of Common Stock shall be made to a Grantee unless the Grantee has timely returned all required documentation specified in the Grantee’s Award Agreement or as otherwise required by the Committee or the SIP Administrator.
2.3.5 Repayment if Conditions Not Met. If the Committee determines that all terms and conditions of the Plan and a Grantee’s Option Award Agreement in respect of exercised Options were not satisfied, then the Grantee shall be obligated immediately upon demand therefor, as determined by the Firm in its sole discretion, to
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
either: (i) return to the Firm such number of shares of Common Stock that were delivered in excess of the Exercise Price paid therefor or (ii) pay the Firm an amount equal to the excess of the Fair Market Value (determined at the time of exercise) of the shares of Common Stock that were delivered in respect of such exercised Options over the Exercise Price paid therefor, in each case, without reduction for any shares of Common Stock, cash or other property applied to satisfy withholding tax or other obligations in respect of such shares.
2.4.1 Grant. Subject to the individual limit described in Section 1.6.1, the Committee may grant Awards of SARs in such amounts and subject to such terms and conditions as the Committee may determine (and may include a grant of Dividend Equivalent Rights under Section 2.8 in connection with such SAR grants); provided, however, that (i) the Exercise Price for any SAR may not be less than the lesser of (A) the closing price of a share of Common Stock on the New York Stock Exchange on the Date of Grant for such SAR and (B) the average of the high and low sale prices of a share of Common Stock on the New York Stock Exchange on the Date of Grant for such SAR and (ii) the Expiration Date in respect of an SAR may not be later than the tenth anniversary of the Date of Grant. Except as provided for in Section 1.6.2, the Exercise Price for any SAR may not be reduced after the Date of Grant.
2.4.2 Exercise. SARs that are not Vested or that are not Outstanding may not be exercised. Outstanding Vested SARs may be exercised in accordance with procedures established by the Committee (but, subject to the applicable Award Agreement, may not be exercised earlier than the Initial Exercise Date). The Committee may from time to time prescribe periods during which Outstanding Vested SARs shall not be exercisable.
2.4.3 Delivery of Shares. Unless otherwise determined by the Committee, or as otherwise provided in the applicable Award Agreement, and except as provided in Sections 3.3, 3.4, 3.11 and 3.17.1, and subject to Section 3.2, upon exercise of an Outstanding Vested SAR for which payment will be made partly or entirely in shares of Common Stock, delivery of shares of Common Stock (and cash in respect of fractional shares), with a Fair Market Value (on the exercise date) equal to (i) the excess of (a) the Fair Market Value of a share of Common Stock (on the exercise date) over (b) the Exercise Price of such SAR multiplied by (ii) the number of SARs exercised, shall be effected by book-entry credit to the Grantee’s Account. The Grantee shall be the beneficial owner and record holder of such shares of Common Stock properly credited to the Account on such date of delivery. No delivery of such shares of Common Stock shall be made to a Grantee unless the Grantee has timely returned all required documentation specified in the Grantee’s Award Agreement or as otherwise required by the Committee or the SIP Administrator.
2.4.4 Repayment if Conditions Not Met. If the Committee determines that all terms and conditions of the Plan and a Grantee’s SAR Award Agreement in respect of exercised SARs were not satisfied, then the Grantee shall be obligated immediately upon demand therefor, as determined by the Firm in its sole discretion, to either: (i) return to the Firm such number of shares of Common Stock that were delivered in excess of the Exercise Price paid therefor or (ii) pay the Firm an amount equal to the excess of the Fair Market Value (determined at the time of exercise) of the shares of Common Stock subject to the exercised SARs over the Exercise Price therefor, in each case, without reduction for any shares of Common Stock, cash or other property applied to satisfy withholding tax or other obligations in respect of such SARs.
2.5.1 Grant. The Committee may grant or offer for sale Awards of Restricted Shares in such amounts and subject to such terms and conditions as the Committee may determine. Upon the issuance of such shares in the name of the Grantee, the Grantee shall have the rights of a shareholder with respect to the Restricted Shares and shall become the record holder of such shares, subject to the provisions of the Plan and any restrictions and conditions as the Committee may include in the applicable Award Agreement. In the event that a Certificate is issued in respect of Restricted Shares, such Certificate may be registered in the name of the Grantee but, unless otherwise determined by the Committee, shall be held by a custodian (which may be GS Inc. or one of its affiliates) until the time the restrictions lapse.
2.5.2 Condition to Grant. Any grant or offer for sale of Awards of Restricted Shares is subject to the Grantee’s irrevocable grant of full power and authority to GS Inc. to register in GS Inc.’s name, or that of any
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designee, any and all Restricted Shares that have been or may be delivered to the Grantee, and the Grantee’s irrevocable authorization of GS Inc., or its designee, to sell, assign or transfer such shares to GS Inc. or such other persons as it may determine in the event of a forfeiture of such shares pursuant to any Award Agreement.
2.5.3 Repayment if Conditions Not Met. If the Committee determines that all terms and conditions of the Plan and a Grantee’s Restricted Share Award Agreement (or other Award Agreement which provides for delivery of Restricted Shares) in respect of Restricted Shares which have become Vested (or for which Transfer Restrictions have been released) were not satisfied, then the Grantee shall be obligated immediately upon demand therefor, as determined by the Firm in its sole discretion, to either: (i) return to the Firm such number of Restricted Shares for which such terms and conditions were not satisfied or (ii) pay an amount equal to the Fair Market Value (determined at the time such shares became Vested, or at the time Transfer Restrictions were released, as applicable) of such Restricted Shares, in each case, without reduction for any shares of Common Stock, cash or other property applied to satisfy withholding tax or other obligations in respect of such Restricted Shares.
2.6.1 Grant. The Committee may grant Awards of RSUs in such amounts and subject to such terms and conditions as the Committee may determine. A Grantee of an RSU has only the rights of a general unsecured creditor of GS Inc. until delivery of shares of Common Stock, cash or other securities or property is made as specified in the applicable Award Agreement.
2.6.2 Delivery of Shares. Unless otherwise determined by the Committee, or as otherwise provided in the applicable Award Agreement, and except as provided in Sections 3.3, 3.4, 3.11 and 3.17.3, and subject to Section 3.2, on each Delivery Date the number or percentage of RSU Shares specified in the Grantee’s Award Agreement with respect to the Grantee’s then Outstanding Vested RSUs (which amount may be rounded to avoid fractional RSU Shares) shall be delivered. Unless otherwise determined by the Committee, or as otherwise provided in the applicable Award Agreement, delivery of RSU Shares shall be effected by book-entry credit to the Grantee’s Account. The Grantee shall be the beneficial owner and record holder of any RSU Shares properly credited to the Grantee’s Account. No delivery of shares of Common Stock underlying a Grantee’s RSUs shall be made unless the Grantee has timely returned all required documentation specified in the Grantee’s Award Agreement or as otherwise determined by the Committee or the SIP Administrator.
2.6.3 Repayment if Conditions Not Met. If the Committee determines that all terms and conditions of the Plan and a Grantee’s RSU Award Agreement in respect of the delivery of shares underlying such RSUs were not satisfied, then the Grantee shall be obligated immediately upon demand therefor, as determined by the Firm in its sole discretion, to either: (i) return to the Firm such number of the shares of Common Stock delivered in respect of such RSUs for which such terms and conditions were not satisfied or (ii) pay the Firm an amount equal to the Fair Market Value (determined at the time of delivery) of the shares of Common Stock delivered with respect to such Delivery Date, in each case, without reduction for any shares of Common Stock, cash or other property applied to satisfy withholding tax or other obligations in respect of such shares of Common Stock.
The Committee may grant other types of equity-based or equity-related Awards (including the grant or offer for sale of unrestricted shares of Common Stock) in such amounts and subject to such terms and conditions as the Committee shall determine. Such Awards may entail the transfer of actual shares of Common Stock to Plan participants, or payment in cash or otherwise of amounts based on the value of shares of Common Stock, and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.
2.8 Dividend Equivalent Rights
2.8.1 Grant. The Committee may grant, either alone or in connection with any other Award, a Dividend Equivalent Right.
2.8.2 Payment. The Committee shall determine whether payments in connection with a Dividend Equivalent Right shall be made in cash, in shares of Common Stock or in another form, whether they shall be
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conditioned upon the exercise of any Award to which they relate, the time or times at which they shall be made and such other terms and conditions as the Committee shall deem appropriate. No payments will be made in respect of any Dividend Equivalent Right at a time when any performance-based goals that apply to the Dividend Equivalent Right or Award that is granted in connection with a Dividend Equivalent Right have not been satisfied (as determined by the Firm in its sole discretion).
2.8.3 Repayment if Conditions Not Met. If the Committee determines that all terms and conditions of the Plan and a Grantee’s Award Agreement in respect of which a Dividend Equivalent Right was granted were not satisfied (including the terms and conditions of any other Award that was granted in connection with the Dividend Equivalent Right), then the Grantee shall be obligated to pay the Firm immediately upon demand therefor, any payments in connection with such Dividend Equivalent Right (and, if such payments in respect of the Dividend Equivalent Right were made in a form other than cash, as determined by the Firm in its sole discretion, either return to the Firm the property paid in respect of such Dividend Equivalent Right or an amount equal to the Fair Market Value of such payment determined at the time of payment), without reduction for any amount applied to satisfy withholding tax or other obligations in respect of such payments.
MISCELLANEOUS
3.1 Amendment of the Plan or Award Agreement
3.1.1 Unless otherwise provided in the Plan or in an Award Agreement, the Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever, including in any manner that adversely affects the rights, duties or obligations of any Grantee of an Award.
3.1.2 Unless otherwise determined by the Board, shareholder approval of any suspension, discontinuance, revision or amendment shall be obtained only to the extent necessary to comply with any applicable law, rule or regulation; provided, however, (i) if and to the extent the Board determines it is appropriate for the Plan to comply with the provisions of Section 422 of the Code, no amendment that would require shareholder approval under Section 422 of the Code shall be effective without the approval of the shareholders of GS Inc. and (ii) no amendment to increase any Non-Employee Director’s total annual compensation above the amounts described in Section 1.7 shall be effective without the approval of the shareholders of GS Inc.
3.2.1 As a condition to the delivery of any shares of Common Stock, other property or cash pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to a Federal or other governmental tax withholding obligation on the part of the Firm relating to an Award (including, without limitation, FICA tax), (a) the Firm may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Grantee, whether or not pursuant to the Plan, (b) the Committee shall be entitled to require that the Grantee remit cash to the Firm (through payroll deduction or otherwise) or (c) the Firm may enter into any other suitable arrangements to withhold, in each case in an amount sufficient in the opinion of the Firm to satisfy such withholding obligation.
3.2.2 If the event giving rise to the withholding obligation involves a transfer of shares of Common Stock, then, at the discretion of the Committee, the Grantee may satisfy the withholding obligation described under Section 3.2.1 by electing to have GS Inc. withhold shares of Common Stock (which withholding, unless otherwise provided in the applicable Award Agreement, will be at a rate not in excess of the statutory maximum rate) or by tendering previously owned shares of Common Stock, in each case having a Fair Market Value equal to the amount of tax to be withheld (or by any other mechanism as may be required or appropriate to conform with local tax and other rules). For this purpose, Fair Market Value shall be determined as of the date on which the amount of tax to be withheld is determined, which may, as determined by the Committee, be the closing price of a share of Common Stock on the New York Stock Exchange on the trading day immediately prior to the date shares of Common Stock (or cash or other property) are delivered in respect of RSUs (and GS Inc. may cause any fractional share amount to be settled in cash).
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
3.3 Required Consents and Legends
3.3.1 If the Committee shall at any time determine that any consent (as hereinafter defined) is necessary or desirable as a condition of, or in connection with, the granting of any Award, the delivery of shares of Common Stock or the delivery of any cash, securities or other property under the Plan, or the taking of any other action thereunder (each such action being hereinafter referred to as a “plan action”), then such plan action shall not be taken, in whole or in part, unless and until such consent shall have been effected or obtained to the full satisfaction of the Committee. The Committee may direct that any Certificate evidencing shares delivered pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as the Committee may determine to be necessary or desirable, and may advise the transfer agent to place a stop order against any legended shares.
3.3.2 By accepting an Award, each Grantee shall have expressly provided consent to the items described in Section 3.3.3(d) hereof.
3.3.3 The term “consent” as used herein with respect to any plan action includes (a) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any Federal, state or local law, or law, rule or regulation of a jurisdiction outside the United States, (b) any and all written agreements and representations by the Grantee with respect to the disposition of shares, or with respect to any other matter, which the Committee may deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made, (c) any and all other consents, clearances and approvals in respect of a plan action by any governmental or other regulatory body or any stock exchange or self-regulatory agency, (d) any and all consents by the Grantee to (i) the Firm’s supplying to any third party recordkeeper of the Plan such personal information as the Committee deems advisable to administer the Plan, (ii) the Firm’s deducting amounts from the Grantee’s wages, or another arrangement satisfactory to the Committee, to reimburse the Firm for advances made on the Grantee’s behalf to satisfy certain withholding and other tax obligations in connection with an Award and (iii) the Firm’s imposing sales and transfer procedures and restrictions and hedging restrictions on shares of Common Stock delivered under the Plan and (e) any and all consents or authorizations required to comply with, or required to be obtained under, applicable local law or otherwise required by the Committee. Nothing herein shall require GS Inc. to list, register or qualify the shares of Common Stock on any securities exchange.
The Firm shall have the right to offset against its obligation to (i) deliver shares of Common Stock (or other property or cash), (ii) release restrictions and/or other terms and conditions in respect of Restricted Shares or (iii) pay dividends or payments under Dividend Equivalent Rights (granted alone or in connection with any Award), in each case, under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Firm pursuant to tax equalization, housing, automobile or other employee programs) the Grantee then owes to the Firm and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement.
3.5.1 Except to the extent otherwise expressly provided in the applicable Award Agreement and Sections 3.5.2 and 3.5.3 below, no Award (or any rights and obligations thereunder) granted to any person under the Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated, fractionalized, hedged or otherwise disposed of (including through the use of any cash-settled instrument), whether voluntarily or involuntarily, other than by will or by the laws of descent and distribution, and all such Awards (and any rights thereunder) shall be exercisable during the life of the Grantee only by the Grantee or the Grantee’s legal representative. Notwithstanding the preceding sentence, the Committee may permit, under such terms and conditions that it deems appropriate in its sole discretion, a Grantee to transfer any Award to any person or entity that the Committee so determines. Any sale, exchange, transfer, assignment, pledge, hypothecation, fractionalization, hedge or other disposition in violation of the provisions of this Section 3.5 shall be void. All of the terms and conditions of this Plan and the Award Agreements shall be binding upon any permitted successors and assigns.
3.5.2 The Committee may adopt procedures pursuant to which some or all Grantees of RSUs or Restricted Shares may transfer some or all of their RSUs or Restricted Shares, in each case, which shall continue
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to be subject to the same terms and conditions on such Award, through a gift for no consideration to any immediate family member (as determined pursuant to the procedures) or a trust in which the recipient and/or the recipient’s immediate family members in the aggregate have 100% (or such lesser amount as determined by the Committee from time to time) of the beneficial interest (as determined pursuant to the procedures).
3.5.3 The Committee may adopt procedures pursuant to which a Grantee may be permitted to specifically bequeath some or all of the Grantee’s Outstanding RSUs under the Grantee’s will to an organization described in Sections 501(c)(3) and 2055(a) of the Code (or such other similar charitable organization as may be approved by the Committee).
3.6 Requirement of Consent and Notification of Election Under Section 83(b) of the Code or Similar Provision
No election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Code Section 83(b)) or under a similar provision of the law of a jurisdiction outside the United States may be made unless expressly permitted by the terms of the Award Agreement or by action of the Committee in writing prior to the making of such election. If a Grantee of an Award, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted under the terms of the Award Agreement or by such Committee action to make any such election and the Grantee makes the election, the Grantee shall notify the Committee of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to regulations issued under Code Section 83(b) or other applicable provision.
3.7 Requirement of Notification Upon Disqualifying Disposition Under Section 421(b) of the Code
If any Grantee shall make any disposition of shares of Common Stock delivered pursuant to the exercise of an Incentive Stock Option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions), such Grantee shall notify GS Inc. of such disposition within ten (10) days thereof.
3.8.1 The Committee may provide in any Award Agreement for provisions relating to a Change in Control, including, without limitation, the acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions or deemed satisfaction of goals with respect to, any Outstanding Awards and Shares at Risk; provided, however, that, in addition to any conditions provided for in the Award Agreement, any acceleration of the vesting, delivery or exercisability of, or the lapse of restrictions or deemed satisfaction of goals with respect to, any Outstanding Awards and Shares at Risk in connection with a Change in Control may occur only if (i) the Change in Control occurs and (ii) the Grantee’s Employment is terminated by the Firm without Cause or by the Grantee for Good Reason within 18 months following such Change in Control.
3.8.2 Unless otherwise provided in the applicable Award Agreement and except as otherwise determined by the Committee, in the event of a merger, consolidation, mandatory share exchange or other similar business combination of GS Inc. with or into any other entity (“successor entity”) or any transaction in which another person or entity acquires all of the issued and outstanding Common Stock of GS Inc., or all or substantially all of the assets of GS Inc., Outstanding Awards and Shares at Risk may be assumed or a substantially equivalent Award may be substituted by such successor entity or a parent or subsidiary of such successor entity, and such an assumption or substitution shall not be deemed to violate this Plan or any provision of any Award Agreement.
3.9 Other Conditions to Awards
Unless the Committee determines otherwise, the Grantee’s rights in respect of all of his or her Outstanding Awards and Shares at Risk (whether or not Vested) shall immediately terminate, such Awards shall cease to be Outstanding and such Shares at Risk shall be cancelled if: (a) the Grantee attempts to have any dispute under the Plan or his or her Award Agreement resolved in any manner that is not provided for by Section 3.17 and the Award Agreement, (b) the Grantee in any manner, directly or indirectly, (1) Solicits any Client to transact business with a Competitive Enterprise or to reduce or refrain from doing any business with the Firm or (2) interferes with or damages (or attempts to interfere with or damage) any relationship between the Firm and any Client or (3) Solicits any person who is an employee of the Firm to resign from the Firm or to apply for or accept
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employment (or any other association) with any person or entity other than the Firm, (c) the Grantee fails to certify to GS Inc., in accordance with procedures established by the Committee, that the Grantee has complied, or the Committee determines that the Grantee in fact has failed to comply, with all the terms and conditions of the Plan or Award Agreement, (d) any event constituting Cause occurs with respect to the Grantee, (e) the Committee determines that the Grantee failed to meet, in any respect, any obligation the Grantee may have under any agreement between the Grantee and the Firm, or any agreement entered into in connection with the Grantee’s Employment with the Firm or the Grantee’s Award, (f) as a result of any action brought by the Grantee, it is determined that any of the terms or conditions for delivery of shares of Common Stock (or cash or other property) in respect of an Award are invalid or (g) the Grantee’s Employment terminates for any reason or the Grantee is otherwise no longer actively Employed with the Firm and an entity to which the Grantee provide services grants the Grantee cash, equity or other property (whether vested or unvested) to replace, substitute for or otherwise in respect of any Award. By exercising any Option or SAR or by accepting delivery of shares of Common Stock (including, for the avoidance of doubt, in the case of Restricted Shares, accepting Restricted Shares for which Transfer Restrictions are released), payment in respect of Dividend Equivalent Rights or any other payment under this Plan, the Grantee shall be deemed to have represented and certified at such time that the Grantee has complied with all the terms and conditions of the Plan and the Award Agreement.
3.10 Right of Discharge Reserved
Neither the grant of an Award nor any provision in the Plan or in any Award Agreement shall confer upon any Grantee the right to continued Employment by the Firm or affect any right that the Firm may have to terminate or alter the terms and conditions of the Grantee’s Employment.
3.11 Nature and Form of Payments
3.11.1 Any and all grants of Awards and deliveries of shares of Common Stock, cash or other property under the Plan shall be in consideration of services performed or to be performed for the Firm by the Grantee. Awards under the Plan may, in the sole discretion of the Committee, be made in substitution in whole or in part for cash or other compensation otherwise payable to an Employee. Without limitation on Section 1.3 hereof, unless otherwise specifically provided in an Award Agreement or by applicable law, the Committee shall be permitted with respect to any or all Awards to exercise all of the rights described in Sections 1.3.2(h) and 1.3.2(i). Deliveries of shares of Common Stock may be rounded to avoid fractional shares. In addition, the Firm may pay cash in lieu of fractional shares.
3.11.2 All grants of Awards and deliveries of shares of Common Stock, cash or other property under the Plan shall constitute a special discretionary incentive payment to the Grantee and shall not be required to be taken into account in computing the amount of salary or compensation of the Grantee for the purpose of determining any contributions to or any benefits under any pension, retirement, profit-sharing, bonus, life insurance, severance or other benefit plan of the Firm or under any agreement with the Grantee, unless the Firm specifically provides otherwise.
3.12 Non-Uniform Determinations
None of Committee’s determinations under the Plan and Award Agreements need to be uniform and any such determinations may be made by it selectively among persons who receive, or are eligible to receive, Awards under the Plan (whether or not such persons are similarly situated). Without limiting the generality of the foregoing, the Committee shall be entitled, among other things, to make non-uniform and selective determinations under Award Agreements, and to enter into non-uniform and selective Award Agreements, as to (a) the persons to receive Awards, (b) the terms and provisions of Awards, (c) whether a Grantee’s Employment has been terminated for purposes of the Plan and (d) any adjustments to be made to Awards pursuant to Section 1.6.2 or otherwise.
Nothing contained in the Plan shall be deemed in any way to limit or restrict the Firm from making any award or payment to any person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
3.14 Plan Headings; References to Laws, Rules or Regulations
The headings in this Plan are for the purpose of convenience only, and are not intended to define or limit the construction of the provisions hereof.
Any reference in this Plan to any law, rule or regulation shall be deemed to include any amendments, revisions or successor provisions to such law, rule or regulation.
3.15 Date of Adoption and Term of Plan; Shareholder Approval Required
The adoption of the Plan as amended and restated on February 26, 2021 was expressly conditioned on the approval of the shareholders of GS Inc. in accordance with Section 422 of the Code, the rules of the New York Stock Exchange and other applicable law.
Unless sooner terminated by the Board, the Plan shall terminate on the date of the annual meeting of shareholders of GS Inc. that occurs in 2025. The Board reserves the right to terminate the Plan at any time. All Awards made under the Plan prior to the termination of the Plan shall remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements.
ALLRIGHTSANDOBLIGATIONSUNDERTHE PLANANDEACH AWARD AGREEMENTSHALLBEGOVERNEDBYANDCONSTRUEDINACCORDANCEWITHTHELAWSOFTHE STATEOF NEW YORK,WITHOUTREGARDTOPRINCIPLESOFCONFLICTOFLAWS.
3.17.1 Unless otherwise specified in an applicable Award Agreement, it shall be a condition of each Award that any dispute, controversy or claim between the Firm and a Grantee, arising out of or relating to or concerning the Plan or applicable Award Agreement, shall be finally settled by arbitration in New York City before, and in accordance with the rules then obtaining of, FINRA, or, if FINRA declines to arbitrate the matter in New York City (or if the matter otherwise is not arbitrable by it), the AAA in accordance with the commercial arbitration rules of the AAA. Prior to arbitration, all claims maintained by the Grantee must first be submitted to the Committee in accordance with any claims procedures as may be determined by the Committee. Any arbitration decision and/or award will be final and binding upon the parties and may be entered as a judgment in any appropriate court. Nothing herein shall be construed as an agreement by either the Firm or Grantee to arbitrate claims on a collective or class basis. In addition, by accepting an Award, Grantee agrees that, to the fullest extent permitted by applicable law, no arbitrator shall have the authority to consider class or collective claims, to order consolidation or to join different claimants or grant relief other than on an individual basis to the individual claimant involved. Notwithstanding any applicable forum rules to the contrary, to the extent there is a question of enforceability of this Agreement arising from a challenge to the arbitrator’s jurisdiction or to the arbitrability of a claim, such question shall be decided by a court and not an arbitrator.
3.17.2 Unless otherwise specified in an applicable Award Agreement, it shall be a condition of each Award that the Firm and the Grantee irrevocably submit to the exclusive jurisdiction of any state or Federal court located in the City of New York over any suit, action or proceeding arising out of or relating to or concerning the Plan or the Award that is not otherwise arbitrated or resolved according to Section 3.17.1. This includes any suit, action or proceeding to compel arbitration or to enforce an arbitration award. By accepting an Award, the Grantee acknowledges that the forum designated by this Section 3.17.2 has a reasonable relation to the Plan, any applicable Award and to the Grantee’s relationship with the Firm. Notwithstanding the foregoing, nothing herein shall preclude the Firm from bringing any suit, action or proceeding in any other court for the purpose of enforcing the provisions of this Section 3.17 or otherwise.
3.17.3 Unless otherwise specified in an applicable Award Agreement, the agreement by the Grantee and the Firm as to forum is independent of the law that may be applied in the suit, action or proceeding and the Grantee and the Firm agree to such forum even if the forum may under applicable law choose to apply non-forum
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law. By accepting an Award, (a) the Grantee waives, to the fullest extent permitted by applicable law, any objection which the Grantee may have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding in any court referred to in Section 3.17.2, (b) the Grantee undertakes not to commence any action arising out of or relating to or concerning any Award in any forum other than a forum described in Section 3.17 and (c) the Grantee agrees that, to the fullest extent permitted by applicable law, a final and non-appealable judgment in any such suit, action or proceeding in any such court shall be conclusive and binding upon the Grantee and the Firm.
3.17.4 Unless otherwise specified in an applicable Award Agreement, by accepting an Award, the Grantee irrevocably appoints each General Counsel of GS Inc., or any person whom any General Counsel of GS Inc. designates, as his or her agent for service of process in connection with any suit, action or proceeding arising out of or relating to or concerning this Plan or any Award which is not arbitrated pursuant to the provisions of Section 3.17.1, who shall promptly advise the Grantee of any such service of process.
3.17.5 Unless otherwise specified in an applicable Award Agreement, by accepting an Award, the Grantee agrees to keep confidential the existence of, and any information concerning, a dispute, controversy or claim described in this Section 3.17, except that the Grantee may disclose information concerning such dispute, controversy or claim to the arbitrator or court that is considering such dispute, controversy or claim or to his or her legal counsel (provided that such counsel agrees not to disclose any such information other than as necessary to the prosecution or defense of the dispute, controversy or claim).
3.17.6 By accepting an Award, Grantee agrees to arbitrate all claims as described in this Section 3.17, in accordance with the arbitration procedure set forth in this Section 3.17, provided that nothing herein shall limit any right or obligation under applicable law or Firm policy to provide information the Grantee reasonably believes to be true to the appropriate governmental authority, including a judicial, regulatory, administrative, or governmental authority; report possible violations of law or regulation, or make other disclosures that are protected under any applicable law or regulation; or preclude a Grantee from filing a charge with or participating in any investigation or proceeding conducted by a governmental authority. For the avoidance of doubt, governmental authority includes Federal, state and local government agencies such as the U.S. Securities and Exchange Commission, the U.S. Equal Employment Opportunity Commission and any state or local human rights agency (e.g., the New York State Division of Human Rights, the New York City Commission on Human Rights, the California Department of Fair Employment and Housing), as well as law enforcement.
3.17.7 The Federal Arbitration Act governs interpretation and enforcement of all arbitration provisions under the Plan and the applicable Award Agreement, and all arbitration proceedings thereunder.
3.17.8 Nothing in this Section 3.17 creates a substantive right to bring a claim under U.S., Federal, state or local employment laws.
3.18 Severability; Entire Agreement
If any of the provisions of this Plan or any Award Agreement is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision shall be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions shall not be affected thereby; provided that, if any of such provisions is finally held to be invalid, illegal or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision shall be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable hereunder. By accepting an Award, the Grantee acknowledges that the Plan and any Award Agreements contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral with respect to the subject matter thereof.
By accepting an Award, the Grantee recognizes and agrees that prior to being selected by the Committee to receive an Award he or she has no right to any benefits under such Award. Accordingly, in consideration of the Grantee’s receipt of any Award, he or she expressly waives any right to contest the amount of any Award, the terms of any Award Agreement, any determination, action or omission hereunder or under any Award Agreement
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
by the Committee, the SIP Administrator, GS Inc. or the Board or any amendment to the Plan or any Award Agreement (other than an amendment to this Plan or an Award Agreement to which his or her consent is expressly required by the express terms of an Award Agreement), and the Grantee expressly waives any claim related in any way to any Award including any claim based upon any promissory estoppel or other theory in connection with any Award and the Grantee’s employment with the Firm.
3.20 No Third Party Beneficiaries
Except as expressly provided in an Award Agreement, neither the Plan nor any Award Agreement shall confer on any person other than the Firm and the Grantee of the Award any rights or remedies thereunder; provided that the exculpation and indemnification provisions of Section 1.3.5 shall inure to the benefit of a Covered Person’s estate, beneficiaries and legatees.
3.21 Certain Limitations on Transactions Involving Common Stock; Fees and Commissions
3.21.1 Each Grantee shall be subject to, and acceptance of an Award shall constitute an agreement to be subject to, the Firm’s policies in effect from time to time concerning trading in Common Stock, hedging or pledging and confidential or proprietary information. In addition, with respect to any shares of Common Stock delivered to any Grantee in respect of an Award, sales of such Common Stock shall be effected in accordance such rules and procedures as may be adopted from time to time with respect to sales of such shares of Common Stock (which may include, without limitation, restrictions relating to the timing of sale requests, the manner in which sales are executed, pricing method, consolidation or aggregation of orders and volume limits determined by the Firm).
3.21.2 Each Grantee may be required to pay any brokerage costs or other fees or expenses associated with any Award, including, without limitation, in connection with the sale of any shares of Common Stock delivered in respect of any Award or the exercise of an Option or SAR.
3.22.1 Deliveries of shares of Common Stock, cash or other property under the Plan shall be made to the Grantee reasonably promptly after the Delivery Date or any other date such delivery is called for, but in no case more than thirty (30) Business Days after such date.
3.22.2 In the discretion of the Committee, delivery of shares of Common Stock (including Restricted Shares) or the payment of cash or other property may be made initially into an escrow account meeting such terms and conditions as are determined by the Firm and may be held in that escrow account until such time as the Committee has received such documentation as it may have requested or until the Committee has determined that any other conditions or restrictions on delivery of shares of Common Stock, cash or other property required by this Award Agreement have been satisfied. The Firm may establish and maintain an escrow account on such terms and conditions (which may include, without limitation, the Grantee’s (or the Grantee’s estate or beneficiary) executing any documents related to, and the Grantee (or the Grantee’s estate or beneficiary) paying for any costs associated with, such account) as the Firm may deem necessary or appropriate. Any such escrow arrangement shall, unless otherwise determined by the Firm, provide that (A) the escrow agent shall have the exclusive authority to vote such shares of Common Stock while held in escrow and (B) dividends paid on such shares of Common Stock held in escrow may be accumulated and shall be paid as determined by the Firm in its sole discretion.
3.23 Successors and Assigns of GS Inc.
The terms of this Plan shall be binding upon and inure to the benefit of GS Inc. and its successors and assigns.
This proxy is printed using vegetable-based inks on chlorine free paper that contains recycled content, is FSC® certified and made with 10% post-consumer waste.
FSC www.fsc.org MIX Paper from responsible sources FSC® C132107
THE GOLDMAN SACHS GROUP, INC. 200 WEST STREET NEW YORK, NEW YORK 10282 |
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THE GOLDMAN SACHS GROUP, INC.
ANNUAL MEETING FOR HOLDERS
AS OF 2/28/22 TO BE HELD ON 4/28/22
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions (i) for shares held through our 401(k) plan, up until 5:00 p.m. Eastern Time on April 25, 2022 and (ii) for all other shares, up until 11:59 p.m. Eastern Time on April 27, 2022. Have your proxy card in hand when you access the web site and follow the instructions to complete an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions (i) for shares held through our 401(k) plan, up until 5:00 p.m. Eastern Time on April 25, 2022 and (ii) for all other shares, up until 11:59 p.m. Eastern Time on April 27, 2022. Have your proxy card in hand when you call and follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. We recommend you mail your proxy at your earliest convenience and in any event by April 20, 2022 to ensure timely receipt.
If you vote by Internet or by telephone, please do NOT mail back the proxy card below.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D66097-Z81147-Z81148-P62747 KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
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THE GOLDMAN SACHS GROUP, INC. | ||||||||||||
| Matters to be voted on: | ||||||||||||
| The Board of Directors recommends you vote FOR proposal 1: | For | Against | Abstain | |||||||||
1. | ||||||||||||
| Election of Directors |
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| 1a. | ☐ | ☐ | ☐ | |||||||||
| 1b. | Drew Faust | ☐ | ☐ | ☐ | ||||||||
☐ | ☐ | ☐ | ||||||||||
☐ | ☐ | ☐ | ||||||||||
| Ellen | ☐ | ☐ | ☐ | |||||||||
| Lakshmi | ☐ | ☐ | ☐ | |||||||||
| Adebayo | ☐ | ☐ | ☐ | |||||||||
| Peter Oppenheimer | ☐ | ☐ | ☐ | |||||||||
| David | ☐ | ☐ | ☐ | |||||||||
| Jan | ☐ | ☐ | ☐ | |||||||||
| Jessica | ☐ | ☐ | ☐ | |||||||||
| David | ☐ | ☐ | ☐ | |||||||||
| Mark | ☐ | ☐ | ☐ | |||||||||
| The Board of Directors recommends you vote FOR
| For | Against | Abstain | |||||||
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| 2. | Advisory Vote to Approve Executive Compensation (Say on Pay) | ☐ | ☐ | ☐ | ||||||
| 3. | Independent Registered Public Accounting Firm for 2022 | ☐ | ☐ | ☐ | ||||||
| The Board of Directors recommends you vote AGAINST proposals 4-7: | For | Against | Abstain | |||||||
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| 4. | Shareholder Proposal Regarding Charitable Giving Reporting | ☐ | ☐ | ☐ | ||||||
Independent | ☐ | |||||||||
| ☐ | ☐ | |||||||||
| 6. | Shareholder Proposal Regarding a Lending and Underwriting do not Contribute to New Fossil Fuel Development | ☐ | ☐ | ☐ | ||||||
| 7. | Shareholder Proposal Regarding Meeting Thresholds | ☐ | ||||||||
| ☐ | ☐ | |||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
| Signature [PLEASE SIGN WITHIN BOX] | Date | |||||||||||||||
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| Signature (Joint Owners) | Date | �� |
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.The Notice and Proxy Statement and the 20202021 Annual Report to Shareholders are available at: www.proxyvote.com
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D31060-Z79179-Z79180-P49953
| THE GOLDMAN SACHS GROUP, INC. ANNUAL MEETING: APRIL
This proxy is solicited on behalf of the Board of Directors | |||||||
The undersigned hereby appoints David M. Solomon and Adebayo O. Ogunlesi, and each of them, as proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote for, and on behalf of, the undersigned as designated on the reverse side at the 20212022 Annual Meeting of Shareholders to be held on April 29, 202128, 2022 and at any adjournment or postponement thereof. Other than with respect to shares held through The Goldman Sachs 401(k) Plan, the undersigned hereby further authorizes such proxies to vote in their discretion upon such other matters as may properly come before such Annual Meeting and at any adjournment or postponement thereof. Receipt of the Notice of the 20212022 Annual Meeting of Shareholders, the Proxy Statement in connection with such meeting and the 20202021 Annual Report to Shareholders is hereby acknowledged.
This proxy, when properly executed, will be voted in the manner directed by you.If you sign and return (or submit electronically) this proxy but do not give any direction, this proxy will be voted “FOR” Proposals (1), (2), and (3) and (4), “AGAINST” Proposals (4), (5), (6), and (7) and (8) and in the discretion of the proxies upon such other matters as may properly come before the Annual Meeting and at any adjournment or postponement thereof.
Unless otherwise specified, in order for your vote to be submitted by proxy, you must (i) properly complete the Internet or telephone voting instructions or (ii) properly complete and return this proxy in order that, in either case, your vote is received no later than 11:59 p.m. Eastern Time on April 28, 2021.27, 2022.
Parties to the Goldman Sachs Shareholders’ Agreement should refer to the e-mail notice that accompanied the proxy card for information regarding the authorization granted by the proxy card.
Special instructions with respect to shares held through The Goldman Sachs 401(k) Plan. This proxy also provides voting instructions for shares held by The Bank of New York Mellon Corporation, Trustee of the Goldman Sachs Stock Fund under The Goldman Sachs 401(k) Plan, and authorizes and directs the Trustee to vote in person or by proxy all shares credited to the undersigned’s account as of the March 1, 2021February 28, 2022 record date. You must indicate how the shares allocated to your account are to be voted by the Trustee by Internet or telephone or by completing and returning this form no later than 5:00 p.m. Eastern Time on April 26, 2021.25, 2022. If you (i) sign and return (or submit electronically) this form but do not give any direction or (ii) fail to sign and return (or submit electronically) this form or vote by Internet or telephone, the shares allocated to your account will be voted in the same proportion as the shares held under the Plan for which instructions are received, unless otherwise required by law.
Submitting your proxy via the Internet or by telephone or mail will not affect your right to vote should you decide to attend and vote at the Annual Meeting.
11.9 pp YoY)
117% YoY)
11.2 pp YoY)
27%
28% variable cash compensation 
36% variable cash compensation 10% base salary 54% PSUs $18.5M Equity-based compensation represented 60% of 2020 annual variable compensation, paid 100% in PSUs subject to ongoing performance metrics.
35%
Emphasis on Equity Compensation:
No fees for attending 
