Preliminary Proxy Statement Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 No fee Fee paid previously with preliminary materialsrequired.Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.0-11
THE GOLDMAN SACHS GROUP, INC.
Shareholders
THE GOLDMAN SACHS GROUP, INC.—NOTICE OF
The Goldman Sachs Group, Inc. 200 West Street, New York, New York 10282 Notice of
Your vote is important to us. Please exercise your shareholder right to vote.
By Order of the Board of Directors,
Assistant Secretary March
Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting to be held on April
TABLE OF CONTENTS
LETTER FROM OUR CHAIRMAN AND CEO
Letter from our Chairman and CEO
Fellow I am pleased to invite you to attend the
As the 2024 Annual Meeting approaches, I wanted to take a moment to express our sincerest gratitude and acknowledge the extraordinary service Adebayo Ogunlesi has provided to our Board I also want to take a moment to thank Jessica Uhl, who will On behalf of the Lastly, I want to congratulate David Viniar on his appointment by our independent directors as our new Lead Director and We look forward to
Meeting. 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.
Chairman and Chief Executive Officer
LETTER FROM OUR LEAD DIRECTOR
Letter from our Lead Director
Our Shareholders, With our 2024 Annual Meeting approaching, I write to you what will be my
Our Board As announced in January 2024, I will be retiring from the Board at the 2024 Annual Meeting. First and foremost, I want to say that it has been my distinct honor and privilege to have served alongside the distinguished group of directors on our Board since 2012 and to have served this venerable firm and its shareholders as your Lead Director for the past decade. I am particularly grateful for the many opportunities I have had to engage with you, our shareholders. My retirement is a bittersweet event for me personally. I have full confidence in our Board and in the firm’s forward strategy and am excited about the future of the firm. Please know that I will be cheering enthusiastically from the sidelines and expect to be a client of the firm. I am pleased to pass the torch to David Viniar, who will assume the roles of Lead Director and Chair of the Governance Committee on April 24. David, who joined the Board in January 2013, has exhibited steadfast dedication to the Board and its oversight obligations — including, where necessary, the duty to challenge management — and has unparalleled knowledge about our business and industry that I know will serve him, our Board and our firm well as he takes on these new roles. As you will see detailed in the Proxy Statement, there have been some other changes to the Board over the past
These changes are reflective of our Board’s broad and diverse mix of skills and experiences and a result of our ongoing reviews of Board composition, which include regular reviews of director skill sets, individual director evaluations, robust re-nomination assessments and board leadership succession planning considerations. These processes help to ensure that we have the right membership, strong independent leadership and sound governance, so that we can effectively carry out our responsibilities as stewards of your interests as shareholders, and respond swiftly to changing circumstances. Reflections on 2023 2023 was once again an active year for our Board and our firm,
Our Board
LETTER FROM OUR LEAD DIRECTOR To this end, during 2023, over the course of 78 Board and
On behalf of the entire Board,
Retiring Independent Lead Director Dear Shareholders, It has been my great privilege to have prepared over the last few months to assume the role of your Lead Director. Bayo leaves big shoes to fill, having set the gold standard for what it means to be a Lead Director. His contributions are truly too numerous to detail, and I am grateful to have benefited from his wisdom during the transition period. Our Board has enumerated a robust set of responsibilities that come with the title of Lead Director. It is my honor to step into this role and I am committed to upholding — and, as needed, enhancing — the various best practices of independent leadership, including an annual Lead Director letter, robust stakeholder engagement and holding management accountable for driving long-term value for you, our shareholders. I am looking forward to working with my esteemed Board colleagues in this new capacity, and engaging with you over the coming year.
David Viniar Incoming Independent Lead Director
EXECUTIVE SUMMARY—
This summary highlights information from our Proxy Statement for the
For additional information about our Annual Meeting, see Frequently Asked Questions. Matters to be Voted on at our
EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS
Strategy and Performance Highlights
Two World-Class and
EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS
Strong Execution on Narrowed Strategic Focus
EXECUTIVE SUMMARY—STRATEGY AND PERFORMANCE HIGHLIGHTS
In narrowing our strategic focus, our leadership team spent a significant amount of time in 2023 realigning the firm’s priorities with our strategic vision, our values and our strengths. Our execution focus areas for 2024 are aligned with our strategic objectives, and will help drive us towards our key desired outcomes.
Strategic objectives Harness One Goldman Sachs to Serve our Clients with Excellence Run World-Class, Differentiated, Durable Businesses Invest to Operate at Scale 2024 Execution Focus Areas Enhance Client Experience Grow More Durable Revenue Streams Achieve Agility, Scale, Efficiency and Engineering Excellence Grow Wallet Share Invest in People & Culture Optimize Resource Allocation Drive Investment Performance Maintain and Strengthen Focus on Risk Management Driving Towards Key Outcomes Trusted Advisor to our Clients Employerof Choice Mid-teens Returns Through-the-Cycle Strong Total Shareholder Return
EXECUTIVE SUMMARY—COMPENSATION HIGHLIGHTS
Compensation Highlights (see Compensation Matters, beginning on page 35)
EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS
Corporate Governance Highlights (see Corporate Governance beginning on page
We strive to maintain a well-rounded
Frequent Engagement Throughout 2023
Diversity of Nominees Enhances Board Performance
Key Pillars of Lead Director Role
For more information on our Board’s leadership structure, see page 21.
EXECUTIVE SUMMARY—CORPORATE GOVERNANCE HIGHLIGHTS
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| Name/Age | Director Since | Qualifications/Key Experience | EEO-1 Data(a) | |||||||||||||||||||||
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Chairman & CEO | October 2018 | ∎ Experienced leader across range of our businesses
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| David Viniar, 68*
| January 2013 | ∎ Strong financial industry leader ∎ Deep financial acumen and risk and regulatory expertise ∎ Leadership and governance experience | White (M) | ||||||||||||||||||||
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66* | October 2011 |
∎ Human capital management and strategic consulting ∎ Expertise in accounting and the review and preparation | White (F) | ||||||||||||||||||||
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Mark Flaherty, 64* | December 2014 | ∎ Leadership experience in investment management industry ∎ Informed perspective on institutional investors’ approach ∎ Risk expertise | White (M) | ||||||||||||||||||||
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Chair, Compensation | May 2021 | ∎ Cross-disciplinary legal experience ∎ Government and regulatory affairs expertise
∎ Informed perspective on public policy and reputational risk | Multiracial: Black, White (F) | |||||||||||||||||||||
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Kevin Johnson, 63* | October 2022 |
∎ Leadership and governance expertise | White (M) | ||||||||||||||||||||
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Chair, Public Responsibilities | December 2016 | ∎ Key leadership and strategic experience, with engineering ∎ Corporate governance and compensation expertise ∎ Focus on reputational risk and sustainability/ESG matters | White (F) | ||||||||||||||||||||
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Lakshmi Mittal, 73* | June 2008 |
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∎ Corporate governance and international governance | Asian (M) | |||||||||||||||||||||||
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Chair, Risk** | July 2023 |
∎ Leadership and sustainability experience | White (M) | ||||||||||||||||||||
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Chair, Audit | March 2014 | ∎ Capital and risk management expertise ∎ Experienced in financial management and the review and ∎ Seasoned perspective on oversight of technology and | White (M) | ||||||||||||||||||||
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Jan Tighe, 61* | December 2018 | ∎ Expert in technology risk, including cybersecurity ∎ Strategic planning and operations expertise ∎ Leadership and governance experience |
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| ** | Effective April 24, 2024 |
| (a) | Equal Employment Opportunity (EE0-1) categories, as self-identified. |
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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 directors |
| ∎ | CEO evaluation process conducted by our Lead Director with our Governance Committee |
| ∎ | Independent director focus on executive succession planning |
| ∎ | Comprehensive process for Board refreshment, including a focus on |
| ∎ | AnnualBoard and Committee evaluations, which incorporate feedback on individual director performance |
| ∎ | Candid, one-on-one discussionsbetween our Lead Director and each |
| ∎ | Active, year-round |
| ∎ | Board and Committee oversight of sustainability, including material environmental and social impacts, and other |
| ∎ | Directors may contact any employeeof our firm directly, and our Board and its Committees mayengage independent advisorsat their sole discretion |
| ∎ | Formal “overboarding” limit on the number of public company board memberships for our directors (a maximum of four public company directorships, including Goldman Sachs) |
| ∎ | Annual elections of all directors |
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| ∎ | Majority voting with resignation |
| ∎ | Shareholders holding at least 25% of our outstanding shares of Common Stock can call a special meeting of shareholders |
| ∎ | No supermajority vote requirements in our charter or By-Laws |
| ∎ | Executive share retention and |
| ∎ | Director share ownership requirementof 5,000 shares or RSUs, with a transition period for new directors |
| All RSUs granted as director compensation must be held for a director’s entire tenure on our Board. Directors are not permitted to hedge or pledge these RSUs |
WORKING DYNAMICS Candid discussions Open access to management & information Focus on reputation BOARD COMPOSITION Broad range of skills & experiences Independence Diversity Regular refreshment BOARD STRUCTURE Strong Lead Director role 5 standing Committees All independent directors on Governance Committee GOVERNANCE PRACTICES Candid self-evaluation Oversight of CEO/ management performance with assessment framework Board/management succession planning BOARD EFFECTIVENESS YEAR-ROUND ENGAGEMENT Broad range of stakeholders Proactive outreach Responsiveness to areas of focus 2020 FIRM & BOARD ENGAGEMENT IR meetings with >35% Common Stock Lead Director and/or our compensation committee chair met with >25% Common Stock RANGE OF TOPICS Corporate governance Firm performance FEEDBACK PROVIDED Stakeholder feedback informs Board/Committee discussions ACTIVE ENGAGEMENT Strategic priorities/goals Risk management Culture & conduct
Working Dynamics | Board Composition | Year-Round Engagement | 2023 Firm & Board Engagement | |||||||||||||||||
∎ Candid discussions ∎ Open access to management & ∎ Focus on long-term value, | ∎ Broad range of skills & ∎ Independence ∎ Diversity ∎ Regular refreshment & succession planning | ∎ Broad range of stakeholders ∎ Proactive outreach ∎ Responsive to areas of focus | ∎ IR meetings with >35% ∎ Lead Director meetings with | |||||||||||||||||
Board Structure | Governance Practices | Range of Topics | Feedback Provided | |||||||||||||||||
∎ Strong Lead Director role ∎ 5 standing Committees ∎ All independent directors on | ∎ Candid self-evaluation ∎ Oversight of CEO/ ∎ Executive succession planning | ∎ Corporate governance ∎ Firm performance ∎ Strategic priorities/goals ∎ Risk management ∎ Culture & conduct ∎ Sustainability | ∎ Stakeholder feedback informs | |||||||||||||||||
8 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
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What is being voted on:Election of 11 director nominees to our
Board recommendation:After a review of the individual qualifications and experience of each of our director nominees and
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Board Updates
New Independent Director Nominee
Our Board iswas pleased to nominate for election Jessica R. Uhl. Ms. Uhlwelcome Thomas Montag as an independent director on our Board as well as our Audit, Risk and Governance Committees on July 17, 2023. Mr. Montag, who brings significant experience in the financial services industry, was recommended to our Lead Director and to our Governance Committee by an executive employee and our independent director search firm,firm.
Director Retirements
As previously announced, our current independent Lead Director and Chair of our Governance Committee, Adebayo Ogunlesi, will not stand for re-election and will be retiring from our Board at the 2024 Annual Meeting. We are grateful to Mr. Ogunlesi for his esteemed counsel and distinguished service on our Board, including his commitment to robust shareholder engagement and other extraordinary contributions as our Lead Director for nearly 10 years. In addition, we believewant to recognize Jessica Uhl, who will also be retiring from our Board at the Annual Meeting. We are thankful for Ms. Uhl’s informed judgment and critical insights and the many contributions she will bring important insight and significant experiencemade to our Board and its Committees during her tenure.
Changes in Board Leadership
As part of our Board’s succession process, the independent directors appointed David Viniar (current Chair of our Risk Committee) as describedLead Director and recommended that our Board appoint him as Chair of our Governance Committee and Thomas Montag as Chair of our Risk Committee, in her biography below. If elected byeach case effective April 24, 2024. In doing so, our shareholders, Ms. Uhl will joinindependent directors took into account Mr. Viniar’s dedication to our firm and our Board and his knowledge about our firm and the industry, as well as Mr. Montag’s broad and deep risk acumen.
In addition, as previously announced, effective April 26, 2023, Kimberley Harris assumed the role of Chair of our Compensation Committee, bringing to bear her cross-disciplinary perspective and public policy and regulatory expertise to this key role.
Global Governance
During 2023, the Board also took a number of steps to further enhance the firm’s global governance structures, including to strengthen its Audit, Governanceoversight of and Risk Committees on July 1, 2021, and we look forwardconnectivity to her contributions.certain key entities globally:
| ∎ | Peter Oppenheimer assumed the role of chair of the board of Goldman Sachs Bank USA (GS Bank) |
| ∎ | Michele Burns joined the board of Goldman Sachs International |
| ∎ | Jan Tighe and Kevin Johnson joined the board of GS Bank |
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 9 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
3 new director nominees in last 5 years ∎ Thomas Montag ∎ Kevin Johnson ∎ Kimberley Harris | Refreshed Board Leadership ∎ David Viniar as Lead Director and ∎ Thomas Montag as Risk Chair ∎ Kimberley Harris as Compensation | Director Tenure ∎ Average and median tenure: ~7 years ∎ Tenure range: <1 year to 15+ years ∎ A balanced tenure provides for | ||||||
Board of Directors’ Qualifications and Experience
Our director nominees have a great diversity of experienceexperiences 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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Integrity & business judgment | Demonstrated management & leadership ability | |||||||||||||||||
Strategic thinking | Leadership & expertise in their respective fields | |||||||||||||||||
Risk management (financial & nonfinancial risks) | Extensive experience across public, private or not-for-profit sectors | |||||||||||||||||
Financial literacy | Reputational focus | |||||||||||||||||
Diversity of Skills and Experiences | ||||||||||||||||||
Public company/ corporate governance | 6 directors | Complex/regulated industries | All directors | Financial services industry | 4 directors | Human capital management, including diversity/talent development | 6 directors | |||||||||||
Technology/ cyber threat/ information security | 6 directors | Sustainability/ESG | 7 directors | International experience/ established & growth markets | 10 directors | Audit/tax/ accounting/ preparation of financial statements | 3 directors | |||||||||||
Further to those skills and experiences highlighted above, our director nominees possess a broad range of additional skills and experiences, including with respect to compliance, financial products, operations and large organization oversight, capital adequacy and deployment, design and evaluation of executive and firmwide compensation programs, succession planning, public policy, government and regulatory affairs, philanthropy (including involvement with educational, charitable and/or community organizations) and the military.
| How our Board considers diversity in its nomination process | |||||||||||||
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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 Diversity is also considered as part of the annual Board evaluation.
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Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders | ||||||
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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.Nominees(a)
4 Women | 1 Black | 1 Indian Descent | 1 Career Military Service | 1 Non-U.S. or Dual Citizens | ||||
| (a) | As self-identified and, where applicable, EEO-1 categories. |
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 ExperienceComprehensive 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 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:
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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, who areeach of whom is currently membersa member 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 20222025 Annual Meeting of Shareholders. Each director will hold office until his or hertheir 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. Pursuant to our By-Laws:
| ∎ | A director who fails to receive a majority of FOR votes will be required to tender |
| ∎ | Our Governance Committee will then assess whether there is a significant reason for the director to remain on our Board and will make a recommendation to our Board regarding the resignation. |
For detailed information on the vote required for the election of directors and the choices available for casting your vote, please seeFrequently Asked Questions.Questions.
Biographical information about our director nominees follows. This information is current as of March 1, 20212024 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 2024 Annual Meeting of Shareholders | Goldman Sachs | 11 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
OUR DIRECTORS
David
Chairman and CEO
Director
Other U.S.-Listed Company
∎Current: None ∎Former (Past 5 Years): None
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∎ ∎ ∎Actively engaged
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∎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)
∎ ∎Member, Board of Directors, Robin Hood Foundation ∎Member, Executive Committee, Partnership for New York City ∎Member, Board of Trustees, NewYork-Presbyterian Hospital
∎Graduate of Hamilton College | ||||||||||||||||||
Independent Lead
Director
GS
∎Governance (Chair) ∎Ex-officio member:
»Audit
»Compensation
»Public Responsibilities
»Risk
Other U.S.-Listed Company Directorships
∎Current: ∎Former (Past 5 Years): | Key Experience and Qualifications | |||||||||||||||||
∎Strong
∎Deep financial acumen and risk and regulatory expertise: Able to provide insights about our firm’s risks to our Board and committees ∎Leadership and governance: Well-respected industry leader with experience with stakeholder engagement as well as experience serving as lead director of | ||||||||||||||||||
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∎
»Executive Vice
»
»Head of
Other Professional Experience and Community Involvement ∎ ∎Former Trustee, Union College Education ∎Graduate of Union College and
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| * | Effective April 24, 2024 |
12 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Independent
Director
GS Committees
∎Compensation ∎Governance ∎
Other U.S.-Listed Company
∎Current: Anheuser-Busch ∎Former (Past 5 Years): Subsidiary Boards ∎Goldman Sachs International | Key Experience and Qualifications | |||||||||||||||||||||||
∎ ∎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 | ||||||||||||||||||||||||
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∎Chief Executive Officer, Retirement Policy Center, sponsored by Marsh & McLennan Companies, Inc. (MMC) ∎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)
∎Advisory Council Member, former Center Fellow and Strategic Advisor, Stanford University Center on Longevity ∎Former Board Member and Treasurer, Elton John AIDS Foundation
∎Graduate of University of Georgia (including for Masters)
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Independent
Director
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CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
GS Committees
∎Audit ∎Governance ∎Risk
Other U.S.-Listed Company
∎Current: None ∎Former (Past 5 Years): None | Key Experience and Qualifications | |||||||||||||||
∎ ∎Perspective on institutional investors’ approach to company performance and corporate ∎Risk expertise:Draws upon years of experience in the financial industry to provide informed perspective to our Board and | ||||||||||||||||
∎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)
∎Member, Board of Directors, PGA TOUR ∎Member, Board of Directors, Patrick Cantlay Foundation ∎Former Member, Board of Trustees, Providence College
∎Graduate of Providence College
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Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 13 |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Kimberley Harris, 53
Independent
Director GS Committees ∎Compensation (Chair) ∎Governance ∎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 and judgment 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 senior leaders on complex issues of public policy and reputational sensitivity | ||||||||||||||||||
| | Career Highlights ∎Comcast Corporation, a global media and technology company »Executive Vice President, Comcast Corporation (2019 – Present) »Executive Vice President and General Counsel, NBCUniversal (2013 – Present) ∎Davis Polk & Wardwell LLP, a global law firm »Partner (2012 – 2013, 2007 – 2009); Counsel (2006 – 2007); Associate (1997 – 2006) ∎United States Government »White House Counsel’s Office, Principal Deputy Counsel and Deputy Assistant to the President (2011 – 2012); Associate Counsel and Special Assistant to the President (2010) »U.S. Department of Justice, Criminal Division, Senior Counsel to the Assistant Attorney General (2009 – 2010) Other Professional Experience and Community Involvement ∎Member, Board of Directors, Advocates for Children of New York City ∎Co-Chair, Board of Directors, Brennan Center for Justice at New York University School of Law ∎Member, Advisory Board, Yale Law School Center for the Study of Corporate Law ∎Member, Board of Trustees, Mount Sinai Health System Education ∎Graduate of Harvard College and Yale Law School | |||||||||||||||||
Kevin Johnson, 63 Independent Director Since: October 2022 GS Committees ∎Compensation ∎Governance ∎Risk Other U.S.-Listed Company ∎Current: None ∎Former (Past 5 Years): Subsidiary Boards ∎GS Bank | Key Experience and Qualifications | |||||||||||
∎Technology and consumer leader with multidisciplinary background: Experience as an independent director and then President, COO and CEO of Starbucks, where he led a global consumer brand and leveraged his deep technological expertise from over 32 years in the tech industry, including senior leadership roles at both Microsoft and Juniper Networks ∎International business and growth markets: Experience in driving growth across global markets, including in China ∎Leadership and governance expertise: Draws upon years of past service as a public company CEO and public company director to provide informed perspective to our Board and committees, including with respect to stakeholder governance and building, managing, transforming and sustaining a highly visible and global brand | ||||||||||||
| | Career Highlights ∎Starbucks Corporation, a global roaster, marketer and retailer of specialty coffee »Partner and Special Consultant (April 2022 – September 2022) »President and Chief Executive Officer (April 2017 – April 2022) »President and Chief Operating Officer (March 2015 – April 2017) »Independent Director (2009 – March 2015) ∎Chief Executive Officer, Juniper Networks, Inc., a global company that designs, develops and sells products and services for high-performance networks (September 2008 – January 2014) ∎Microsoft Corporation, a global technology company »President, Platforms and Services (2005 – September 2008) »Group Vice President, Worldwide Sales, Marketing and Services (2003 – 2005) »Various positions of increasing seniority, including Senior Vice President, Sales, Marketing and Services (September 1992 – 2003) Other Professional Experience and Community Involvement ∎Served Presidents George W. Bush and Barack Obama on the National Security Telecommunications Advisory Committee and chaired the Cybersecurity Taskforce Education ∎Graduate of New Mexico State University | |||||||||||
14 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Ellen Kullman, 68 Independent Director Since: December 2016
GS Committees
∎Compensation ∎Governance ∎Public Responsibilities (Chair)
Other U.S.-Listed Company
∎Current: Amgen Inc.; Dell ∎Former (Past 5 Years): | Key Experience and Qualifications | |||||||||||||||
∎ ∎Corporate governance and ∎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 | ||||||||||||||||
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∎Carbon 3D, Inc., a digital manufacturing platform »Chair (June 2022 – Present) »President and CEO (November 2019 – ∎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 »Various positions, including Group Vice President, DuPont Safety and Protection (1988 – 2006)
∎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
∎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
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 ∎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 | ||||||||||||||||||
∎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)
∎Trustee, Cleveland Clinic ∎Member, Governing Board, Indian School of Business ∎Member, ∎Chairman, Governing Council, LNM Institute of Information Technology ∎Member, Global Advisory Council, Harvard University
∎Graduate of St. Xavier’s College in India
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Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 15 | |||||||||||
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
Independent
Director GS Committees ∎Audit ∎Governance ∎Risk (Chair)* Other U.S.-Listed Company ∎Current: None ∎Former (Past 5 Years): None * Effective April 24, 2024 | Key Experience and Qualifications | |||||||||||||||||
∎Financial services industry expertise: Over 35 years of experience in the financial services industry, including most recently as COO and President of Global Banking and Markets at Bank of America, his previous tenure at the firm and his prior role on the board of BlackRock, Inc. ∎Risk management acumen: Deep and informed perspective regarding the complex financial and nonfinancial risks global financial institutions face, including market, credit and operational risks ∎Leadership and sustainability: Experience gained as an executive and director of both private and public companies. As CEO and director of Rubicon Carbon and as the former co-chair of the Sustainable Markets Committee at Bank of America, he provides additional perspective on sustainability risks | ||||||||||||||||||
| | Career Highlights ∎Rubicon Carbon, LLC, a market-based products and solutions platform in the carbon market »Chief Executive Officer (October 2022 – Present) and Director (December 2022 – Present) ∎Bank of America Corporation, a financial services company »Chief Operating Officer (August 2014 – December 2021) »Co-Chief Operating Officer (September 2011 – August 2014) »President, Global Banking and Markets (September 2009 – December 2021) »Head of Markets (January 2009 – September 2009) »Executive Vice President, Head of Global Sales & Trading, Merrill Lynch (August 2008 – December 2008) ∎Goldman Sachs »Global Securities Division leadership and member of the Management Committee, including as Co-COO of FICC and then Co-Head, Securities Division (April 2002 – December 2007) »Head, Equities Asia (September 2002 – December 2006) »Head, FICC Asia and Co-President, Goldman Sachs Japan (1999 – December 2006) »Various positions of increasing seniority, including in London as head of Global Derivatives Other Professional Experience and Community Involvement ∎Member, Board of Trustees, New York University Langone Medical Center ∎Member, Board of Trustees, Northwestern University ∎Member, Board of Directors, Hispanic Federation ∎Member, Board of Directors, The Japan Society ∎Member, Board of Directors, Deschutes Land Trust Education ∎Graduate of Stanford University and the Kellogg School of Management, Northwestern University | |||||||||||||||||
Peter Oppenheimer, 61 Independent Director Since: March 2014
GS Committees
∎Audit (Chair) ∎Governance ∎Risk
Other U.S.-Listed Company
∎Current: None ∎Former (Past 5 Years): None
Subsidiary Boards ∎GS Bank (Chair) | Key Experience and Qualifications | |||||||||||||||
∎Capital and risk management:Garnered experience as CFO and Controller at Apple and Divisional CFO at Automatic Data Processing, Inc. ∎ ∎Oversight of technology and technology risks: Leverages prior experience in overseeing information systems at Apple | ||||||||||||||||
∎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 »Senior Vice President and Corporate Controller (2002 – June 2004) »Vice President and Corporate Controller »Vice President, Finance and Controller, Worldwide Sales (1997 – »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)
∎Graduate of California Polytechnic State University and the Leavey School of Business, University of Santa Clara | ||||||||||||||||
16 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OURINDEPENDENCE OF DIRECTORS
Jan
Independent
Director
GS Committees
∎Audit ∎Governance ∎Risk
Other U.S.-Listed Company
∎Current: General Motors ∎Former (Past 5 Years): Subsidiary Boards ∎GS Bank
| Key Experience and Qualifications | |||||||||||||||||
∎Technology ∎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 ∎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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∎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 »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)
∎Member, Defense Science Board ∎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
∎Graduate of U.S. Naval Academy and Naval Postgraduate School (including for Ph.D.)
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CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
OUR DIRECTORS
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CORPORATE GOVERNANCE—ITEM 1. ELECTION OF DIRECTORS
INDEPENDENCE OF DIRECTORS
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Our Board determined, upon the recommendation of our Governance Committee, that
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Process for Independence Assessment
A director is considered independent under NYSE rules if our Board determines that the director does not have any direct or indirect material relationship with Goldman Sachs. Our Board has established a 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 the firm 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.
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 17
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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
OUR BOARD COMMITTEES
Structure of our Board and Governance Practices
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Our Board has five standing Committees: Audit, Compensation, Governance, Public Responsibilities and Risk. The specific membership of each Committee allows us to take advantage of our directors’ diverse skill sets, which enablesenabling a deep focus on Committee matters.
Each of our standing Committees:
| ∎ | Operates pursuant to a written charter (available on our website atwww.gs.com/charters) |
| ∎ | Evaluates its performance annually |
| ∎ | Reviews its charter annually |
The firm’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.
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Audit | ||||||
All Independent | Key Skills & Experiences Represented | Key Responsibilities | ||||
| Peter Oppenheimer* Mark Flaherty Thomas Montag Jan Tighe Jessica Uhl** Adebayo Ogunlesi** David Viniar** (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’ qualifications, 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 | |||
Compensation | ||||||
All Independent | Key Skills & Experiences Represented | Key Responsibilities | ||||
| Kimberley Harris Michele Burns Kevin Johnson Ellen Kullman Lakshmi Mittal Adebayo Ogunlesi** David Viniar** (ex-officio) | ∎ Setting of executive compensation ∎ Evaluation of executive and firmwide compensation programs ∎ Human capital management, including diversity practices | ∎ Determine and approve the compensation of our CEO and other executive officers ∎ Approve, or make recommendations to our Board for it to approve, our incentive, equity-based and other compensation plans ∎ Assist our Board in its oversight of the development, implementation and effectiveness of our policies and strategies relating to our human capital management function, including: » recruiting, retention and career development and progression; » management succession (other than that within the purview of our Governance Committee); and » diversity and employment practices ∎ Prepare the Compensation Committee Report | |||
| * | Multiple members of our Audit Committee, including the Chair, have been determined to be “audit committee financial experts.” |
| ** | Mr. Ogunlesi and Ms. Uhl are retiring at our 2024 Annual Meeting. Effective April 24, 2024, David Viniar will be our Lead Director and Chair of our Governance Committee and an ex-officio member of our Audit, Compensation, Public Responsibilities and Risk Committees. |
18 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
OUR BOARD COMMITTEES
Governance | ||||||
All Independent | Key Skills & Experiences Represented | Key Responsibilities | ||||
| Adebayo Ogunlesi* David Viniar* Michele Burns Mark Flaherty Kimberley Harris Kevin Johnson Ellen Kullman Lakshmi Mittal Thomas Montag Peter Oppenheimer Jan Tighe Jessica Uhl* | ∎ 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 ∎ Shape 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 | |||
Public Responsibilities | ||||||
All Independent | Key Skills & Experiences Represented | Key Responsibilities | ||||
| Ellen Kullman Michele Burns Kimberley Harris Lakshmi Mittal Adebayo Ogunlesi* David Viniar* (ex-officio) | ∎ Reputational risk ∎ Sustainability/ESG ∎ Government and regulatory affairs ∎ Philanthropy | ∎ Assist our Board in its oversight of our firm’s relationships with major external constituencies and our reputation ∎ Oversee the development, implementation and effectiveness of our policies and strategies relating to citizenship, corporate engagement and relevant significant public policy issues ∎ Review sustainability issues affecting our firm, including through the periodic review of the Sustainability Report | |||
Risk | ||||||
All Independent | Key Skills & Experiences Represented | Key Responsibilities | ||||
| David Viniar* Thomas Montag** Mark Flaherty Kevin Johnson Peter Oppenheimer Jan Tighe Jessica Uhl* Adebayo Ogunlesi* (ex-officio) | ∎ Risk taking, mitigation and control in complex industries ∎ Technology, cybersecurity and information security ∎ 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 | |||
| * | Mr. Ogunlesi and Ms. Uhl are retiring at our 2024 Annual Meeting. Effective April 24, 2024, David Viniar will be our Lead Director and Chair of our Governance Committee and an ex-officio member of our Audit, Compensation, Public Responsibilities and Risk Committees. |
| ** | Mr. Montag will be the Chair of our Risk Committee effective April 24, 2024. |
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 iswas chaired by our Lead Director and the members are the Chairs ofwith each of the Audit, Compensation, Public Responsibilities and Risk Committees.our Committee Chairs as members. This Special Committee has met twice in 2023 and reported to datethe Board on its activities. Following the completion of our obligations pursuant to the settlements, our Board determined, as part of its annual Board and Committee evaluation, to dissolve the 1MDB Remediation Special Committee, with oversight to continue as part of the Board’s and each Committee’s respective mandate. The Board may from time to time utilize additional special purpose committees; any such committees will report periodically to the Board concerningon its activities.
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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
OUR BOARD COMMITTEESAND COMMITTEE EVALUATIONS
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CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
BOARD AND COMMITTEE EVALUATIONS
Committee Evaluations |
Board and Committee evaluations play a critical role in ensuringhelping to ensure the effective functioning of our Board. It is important to take stock of Board, Committee and director performance and to solicit and act upon feedback received from each member of our Board. To this end, under the leadership of our Lead Director, our Governance Committee is responsible for evaluatingevaluates the performance of our Board annually, and each of our Board’s Committees also annually conducts a an annual self-evaluation.
20202023 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 ONE-ON-ONE DISCUSSIONS One-on-one discussions betweenOn a biennial basis (including for 2023), the Secretary to the Board interviews each director to obtain feedback on director performance, the results of which are provided to our Lead Director. Our Lead Director andseparately has one-on-one discussions with each non-employee director, provide furthereach of which 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 evaluationsevaluation results provided to the 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 Examples of feedback from evaluations and otherwise include: additional presentations on various topics (e.g., strategic initiatives, risk deep dives, talent strategy, investor feedback), evolution of director skill sets, refinements to meeting materials (e.g., enhanced executive summaries) and presentation format, refinement of board and committee meeting cadence, strengthened oversight of key global entities, and additional opportunities for exposure to next generation leaders of the firm Topics considered duringConsidered During the Board and Committee evaluations include: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 and efficacy of the use of special committees Access to firm personnel Executive succession planning process Conduct of meetings, including frequency of, time allocated for and encouragement of candid dialogue, and effectiveness of closed sessions Materials and information, including quality, quantity and timeliness of information received from management, and suggestions for educational sessions Shareholder feedback BOARD PERFORMANCE Key areas of focus for the Board Oversight of reputation StrategyStrategic oversight, including risks related thereto Consideration of shareholder value Capital planning COMMITTEE PERFORMANCE Performance of Committee duties under Committee charter Oversight of reputation and considerationConsideration of shareholder value Effectiveness of outside advisors Identification ofSuggested topics that should receive more attention andfor further discussion
20 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
BOARD LEADERSHIP STRUCTURE
Board Leadership Structure |
Strong Independent Lead Director—Combined Chair-CEO: Why our Structure is Effective
We review our Board leadership structure annually. Conducting regular assessments, rather than having a fixed policy, allows our Board to deliberate the merits of our Board’s leadership structure to ensure that the most efficient and appropriate leadership structure is in place for our firm’s needs, which may evolve over time. We are committed to independent leadership on our Board. If at any time the Chair is not an independent director, our independent directors will appoint an independent Lead Director.
& Lead Director
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In December 2020,2023, our Governance Committee conducted its annual review of our Board’s leadership structure. The review considered a variety of factors, including our governance practices and shareholder feedback on our Board and its leadership structure. In addition, our Governance Committee considered feedback on theour 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,Chair, it will not hesitate to do so.
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| ∎ | A combined |
| ∎ | 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 |
| » | 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 |
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Key Pillars of Lead Director Role
Sets and approves
| Focuses on Board effectiveness, composition and conducts evaluations | Acts as primary Board contact for shareholder engages with | Serves as liaison between independent directors and Chair/ management | |||||||||
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 21
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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
∎ Approves the schedule for Board and
∎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
∎ Engages with the independent directors and
» to identify matters for discussion, including for discussion at executive sessions of the independent directors
» to facilitate communication with the
» 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
» engaging with the
» facilitating communication between the independent directors and the
» raising to the
∎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
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Strong Governance Practices Support
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∎ Experienced independent directors,
∎ Independent and engaged Chairs of all
∎ Regular executive sessions of independent directors chaired by Lead Director, supplemented by additional sessions of
∎ All directors may suggest inclusion of additional subjects on agendas and
∎ Annual Board and Committee evaluations
∎ Independent director participation in, and oversight of, key governance processes, such as CEO performance, executive compensation and succession planning
∎ All directors are free to contact any employee of
∎ Our Chairman and CEO and our Lead Director meet and speak | ∎ 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 retiring Lead Director, Adebayo Ogunlesi,
» In |
22 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
YEAR-ROUND REVIEW OF BOARD COMPOSITION & BOARD LEADERSHIP SUCCESSION PLANNING
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Our Governance Committee seeks to build and maintain an effective, well-rounded, financially literate and diverse Board that operates
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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.
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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 FIVE NEW DIRECTOR NOMINEES IN LAST FIVE YEARS MEDIAN NOMINEE TENURE OF ~6.3 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 hertheir individual merits, taking into account our firm’s needs and the composition of our Board.
Independent Directors Shareholders Independent Search Firms Our People Candidate Pool In-Depth Review Consider Skills/Matrix Screen Quali fications Review Independence and Potential Conflicts Meet with Directors Consider Diversity Recommend Selected Candidates for Appointment to our Board [4] New Director Nominees in Last Five Years Median Nominee Tenure of ~[6] YearsIndependent Directors Shareholders Independent Search Firms Our People Candidate Pool In-Depth Review Consider Skills/Matrix Screen Quali fications Review Independence and Potential Conflicts Meet with Directors Consider Diversity Recommend Selected Candidates for Appointment to our Board 3 of our Director Nominees New in Last Five Years Median Nominee Tenure of ~7 Years
The Committee continues to focus on what skills are beneficial for service in key Board positions, such as Lead Director and Committee Chairs, and regularly evaluates potential successors for those positions (both on an emergency and longer-term basis).
To assist in thisits evaluation of directors and director candidates, the Committee utilizesmay from time to time utilize as a discussion tool a matrix or focus list 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 beneficialtime and those that may be viewed as critical for service in keya leadership role.
These ongoing processes position the Board positions, suchto be able to act swiftly on succession-related matters, as the independent directors recently did in appointing Mr. Viniar as the Lead Director and Committee Chairs, and conducts a succession planning process for those positions.to succeed Mr. Ogunlesi.
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 inFrequently Asked Questions.Questions.
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 23 |
CORPORATE GOVERNANCE—STRUCTURE OF OUR BOARD AND GOVERNANCE PRACTICES
DIRECTOR EDUCATION
Director education about our firm and our industry is an ongoing process whichthat 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 Mr. Montag) typically meet with senior leaders covering each of our revenue-producing divisionssegments and regions, as well as with senior leaders from key control-sidecontrol, finance and operating functions.
New directors will also undergo in-depth training on the work of each of our Board’s Committees, such as Audit and Risk Committeeparticipate in orientation sessions with our CFO, Controller, Treasurercovering the responsibilities and CRO, as well as a session withkey areas of focus of the DirectorBoard and its Committees. Orientation programs typically include more than 25 hours of Internal Audit. programming and are tailored accordingly for each director, including based on Committee assignments.
Additional training is also provided when a director assumes a leadership role, such as becoming Lead Director or 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.responsibilities effectively.
Commitment of our Directors — 2020Directors—2023 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.2023.
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Board
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Audit
|
| 78 Total Board and Committee Meetings in 2023 |
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Compensation
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Governance
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7
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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
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(a) Includes | |||
(b) | Chaired by our Lead Director. |
(c) | Led by our |
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 shethey served as a regular member during 2020.2023. Overall attendance at Board and Committee meetings during 20202023 was over 99%approximately 96% 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 20202023 Annual Meeting, which was held virtually.Meeting.
24 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
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.
Ongoing Collaboration Frequent interactions with each |
Stakeholder Engagement Regular engagement with key |
Regularly Informed Receive and review postings on significant |
Service on Subsidiary Boards Provides connectivity and enhances oversight of our entities worldwide |
Our Lead Director and Committee Chairs provide additional independent leadership outside the boardroom.
| ∎ |
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In carrying out their leadership roles during 2023:
In carrying out their leadership roles during 2020:
Lead Director / Governance Chair* Adebayo Ogunlesi |
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|  | Includes meetings with, as applicable: CEO, COO, CFO, Secretary to the Board, CLO and General Counsel, CRO, Director of Internal Audit and | ||||||||||
Over 80 meetings
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Committee Chairs
Audit – Peter Oppenheimer Compensation – Public Responsibilities – Ellen Kullman Risk –
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Over 175 meetings
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| * | Mr. Ogunlesi is retiring at our 2024 Annual Meeting. Effective April 24, 2024, Mr. Viniar will be our Lead Director and the Chair of our Governance Committee and Mr. Montag will be the Chair of our Risk Committee. |
| ** | Changes to Compensation Committee Chair effective April 2023. |
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 25 |
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 our 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 MANAGEMENTStrategy CEO PERFORMANCE EXECUTIVE SUCCESSION PLANNING FINANCIAL PERFORMANCEperformance Financial performance & REPORTING CULTUREreporting Conduct People strategy Risk management Executive succession planning Culture & core values CONDUCT people STRATEGY CONSIDERATION OF OUR REPUTATION UNDERSCORES OUR BOARD AND COMMITTEE OVERSIGHTCore Values Sustainability Consideration of our Reputation Underscores our Board and Committee Oversight
Strategy
| ∎ |
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| » | Strategic oversight takes various forms, including discussions regarding strategic direction and focus, review of existing and new business initiatives and progress on the key performance indicators (KPIs) that underpin our through-the-cycle targets and inform consideration of firm performance pursuant to the Compensation Committee’s Assessment Framework, as well as ongoing assessment of potential organic and inorganic growth opportunities. |
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| » | The Board also engaged with management in discussions regarding new and
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26
| Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
Risk Management
| ∎ |
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| ∎ |
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CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
REPUTATIONAL RISK MANAGEMENT
Board risk management oversight (in coordination with each of its Committees) includes: |
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∎ Strategic and financial considerations
∎ Legal, regulatory, reputational and compliance risks
∎ People strategy ∎ Other financial and nonfinancial risks considered by Committees
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∎ Overall risk-taking tolerance and risk governance, including our
∎ Our Risk Appetite Statement
∎ Liquidity, market, credit, capital, operational (including information security, cybersecurity, third party and business resilience), model and climate risks
∎ Our Capital Plan, capital ratios and capital adequacy
| ||||||||||||||||||||||||||
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| Compensation Committee risk management oversight includes: | |||||||||||||||||||||||||
∎
∎
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| ∎ CRO compensation-related risk assessment, including that our firmwide compensation programs and policies should be consistent with the safety and soundness of our firm and not encourage imprudent risk taking ∎ How our performance management and incentive compensation programs promote a strong risk management and control environment ∎ Consideration of risk management and control factors in senior management compensation | |||||||||||||||||||||||||
management oversight includes: | Governance Committee risk management oversight includes: | |||||||||||||||||||||||||
∎
∎ Sustainability/ESG strategy | ∎ Board composition and refreshment ∎ Board leadership succession and executive succession | |||||||||||||||||||||||||
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | ||||||||||||||||||||||||||
|
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
Spotlight on Cybersecurity Risk
Cybersecurity and information security risks are areas of focus for our stakeholders, including our shareholders and regulators. Our Board, directly, as well as through its Committees (in particular the Risk and Audit Committees), maintains a regular focus on these critical issues, including through oversight of management’s processes, monitoring and controls related to cyber- and information security-related risks. This includes regular presentations on our approach to cybersecurity threats and cyber- and information security risk management from our Chief Information Security Officer (CISO), broader discussions regarding existing and emerging operational and technology risks with leaders across all lines of defense and closed sessions with our CISO.
CEO PERFORMANCEPerformance
| ∎ |
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| ∎ | Under the direction of our Lead Director, each year-end our Governance Committee also formally evaluates CEO performance. This takes into account independent directors’ own assessments of CEO performance and is informed by the results of the CEO’s evaluation under our annual feedback processes, and as further described in Compensation Matters—Compensation Discussion and Analysis—How our Compensation Committee Makes Decisions. |
EXECUTIVE SUCCESSION PLANNING
Executive Succession Planning
| 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.
∎ |
The Board firm’s broad leadership pipeline, | |||||||||||
Interaction with leaders
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FINANCIAL PERFORMANCE & REPORTING
Monitoring of careers | Additional engagement | |||||||
28 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
Financial Performance & Reporting
| ∎ |
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| ∎ |
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Culture & Core Values
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
KEY AREAS OF BOARD OVERSIGHT
CULTURE & CORE VALUES
| ∎ |
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| ∎ |
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Our culture is defined by a commitment to delivering the best service to our clients through collaboration, innovation and a relentless pursuit of excellence. It is a strategic imperative that we continually reinvest in our culture, including to bring our people together in person given the growth of the firm during the COVID-19 pandemic. To this end, we conducted a Culture Stewardship Program for our PMDs and continue to conduct a firmwide Culture Connect Forum to reinforce our Core Values and promote cultural stewardship, awareness and connectivity. |
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 29 |
CORPORATE GOVERNANCE—BOARD OVERSIGHT OF OUR FIRM
CONDUcTKEY AREAS OF BOARD OVERSIGHT
Conduct
| ∎ |
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For example:
| » |
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Our | ||||
PEOPLE STRATEGY
Sustainability
| ∎ |
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| ∎ | This may include periodic updates on the firm’s sustainability strategy, including the firm’s approach, objectives and progress, discussions regarding the climate models the firm utilizes to assess physical and transition risks and reviews of our sustainability- and climate-related reporting, as well as presentations on initiatives such as One Million Black Women. |
| ∎ | For additional information regarding our commitment to sustainability, see Spotlight on Sustainability. |
People Strategy
| ∎ |
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| ∎ |
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| ∎ |
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| ∎ | As part of our ongoing commitment to transparency and accountability, we publish an annual People Strategy Report (available at www.gs.com). This report provides tangible indicators of progress on our people-related goals, including EEO-1 disclosures and progress on our aspirational diversity goals. Also available on our website is information on our gender and racial pay gaps, consistent with our commitment to provide additional disclosure on this topic. |
30
|
Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders
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. We also seek to engage with all proponents of shareholder proposals. If you would like to speak with us, please contact our Investor Relations team at gs-investor-relations@gs.com.
| ||||
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 from these interactions is provided to all directors from these interactions to inform Board and Committee work.
Depth of Engagement
Corporate governance represents only one component of our broader approach to stakeholder engagement. We take a holistic, comprehensive approach when communicating with shareholders. Discussions on corporate governance matters are often part of a broader dialogue covering corporate strategy, business performance, risk oversight and other key themes. We continued to conduct year-round, proactive engagement on corporate governance matters in 2020:
~150 |
| |
Total Equity and Fixed Income Investors Engaged Across both group and 1:1 engagements with senior management | Investor Conferences Participated in by senior management during 2023 | |
>25% | Common Stock Outstanding Engaged Lead Director engagement with shareholders | |
|
2020 engagement covered:
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
Top 100+ | >35% | >65 | |||||||||||||||
Shareholder Outreach Ahead of Annual Meeting | Common Stock Outstanding Engaged IR engagement with shareholders on ESG | 1:1 Investor Meetings With C-Suite | |||||||||||||||
During 2023, engagement with corporate governance stakeholders covered a variety of topics, including board governance, executive compensation and succession planning, strategic priorities and goals as well as business performance, firm culture and people strategy, financial resource management, regulatory environment and outlook, sustainable finance and climate risk, and risk management.
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 31 |
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 guidesSustainability helps guide our everyday work with our clients, including our emphasis on supporting our people and our broader strategic direction, and has served us welldirection. Our priorities in navigating the challenging circumstances of the past year.
This purpose is also fundamental to our sustainable finance commitment. Our commitment cuts acrossthis area underscore two broad themes — themes—climate transition and inclusive growth — that—that represent our view of the imperativerisks and the opportunityopportunities that continuescontinue to develop across sectors. Since 2019 when we announced our $750 billion sustainable financing, investing and advisory activity target by 2030, we have achieved approximately $555 billion in sustainable finance activity, including $302 billion in climate transition, $74 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 sustainable finance efforts are grounded in a commercial, One Goldman Sachs focus that is integrated throughout our businesses. businesses and draws upon external partnerships and engagements that complement our work.
We are targeting $750 billionreport regularly on our sustainability strategy, including our approach and progress toward our climate-related goals and commitments. Available on www.gs.com, our most recent Task Force on Climate-related Disclosures (TCFD) Report was issued in sustainable financing, investingDecember 2023 and advisory activity by 2030, and after one year we are ahead of pace, with over $150 billion of sustainable-finance activity overplan to publish our annual Sustainability Report in the course of 2020, including over $90 billion towards climate transition.coming months.
|
As a financial institution, our focus is on supporting our clients in achieving their respective sustainability goals. We have continued to advance our commercial capabilities and further supported our clients in their climate ambitions through our investing, financing, and advisory activities, and by operationalizing climate transition capabilities in our businesses. Our capabilities and solutions span our core franchises; for example, within Global Banking & Markets, we established the Sustainable Banking Group, a group focused on supporting our corporate clients in reducing their direct and indirect carbon emissions. Within Asset & Wealth Management, teams including Public Markets Investing, Private Markets Investing, External Investing, and Private Wealth Management all have sustainable investing capabilities, and the Sustainability & Impact Solutions team in Asset & Wealth Management also helps mobilize the full range of insights, advisory services and investment solutions across our asset management client segments.
We also seek to identify climate-related gaps in the marketplace and address them by leveraging our existing capabilities and working with clients and strategic partners to develop innovative solutions. Two examples of how we are helping to address market gaps include:
| ∎ | Climate Innovation and Development Fund: In 2021, we announced the launch of the Climate Innovation and Development Fund, a blended finance facility designed to catalyze and deploy private and public sector capital in first-of-their-kind or demonstrative climate-focused projects across South and Southeast Asia. Managed by the Asian Development Bank and seeded with $25 million of concessional capital from Goldman Sachs and Bloomberg Philanthropies, the Fund catalyzed $500 million of total capital that was invested across seven projects throughout 2022 and 2023. |
| ∎ | Open-Source Data and Analytics:Goldman Sachs |
32 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
SPOTLIGHT ON SUSTAINABILITY
We provide our people with the tools, resources, and support they need to help our clients and enhance the value of our firm. We are committed to responsibly managing our operational and supply chain footprint while monitoring and managing climate risk within our workspace and business processes and our portfolio through scenario analysis, integration of climate into our Risk Appetite Statement, and integration of climate risk into our business processes.
In 2021, we announced our commitment to align our financing activities with a net-zero-by-2050 pathway and an expansion of our operational carbon commitment. In doing so, we set three 2030 sectoral targets: Energy, Power and Auto Manufacturing. These sectors reflect where we see the greatest opportunity to proactively engage with our clients, deploy capital required for the transition, and invest in new commercial solutions to support transition to the low-carbon economy.
In our December 2023 TCFD Report, we provided an update on our progress on these targets, and in 2024 we plan to provide another update on these targets.
We will continue to support our clients in critical sectors as they deliver on their climate transition strategies, including by providing financing and investing in climate transition-enabling technology and infrastructure. As relevant regulations are finalized, we anticipate providing additional disclosures in 2025 to comply with climate- and other sustainability-related reporting requirements, including those of the EU Corporate Sustainability Reporting Directive.
Inclusive Growth |
To advance economic opportunity and growth, we combine the needs of our clients, partners and communities with our expertise to drive sustainable, inclusive solutions.
| ∎ |
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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
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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SPOTLIGHT ON SUSTAINABILITY—OUR APPROACH TO SUSTAINABILITY
OUR APPROACH: PARTNERSHIPS AND ENGAGEMENT
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| » | To date, more than 600 Black women solopreneurs from 40 states have participated in the |
More information can be found in our annual Sustainability Report, available at www.gs.com/sustainability-report. Our 2020 report will be available later this year.
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 33 |
SPOTLIGHT ON SUSTAINABILITY
In 2023, we marked the 15th anniversary of 10,000 Women, which has supported over 200,000 women from over 150 countries with business education, access to capital, mentoring and networking. Our global finance facility, created in partnership with the International Finance Corporation, has reached more than 164,000 women entrepreneurs and has provided over $2.9 billion in capital to women-owned businesses in partnership with local financial institutions across the globe. Our impact in India continues to grow, with the program reaching over 3,000 women entrepreneurs through business education, mentorship, and capital across the country. Further, the alumni community continues to drive innovation and growth in the country — within 18 months of graduating, alumni double their workforce and quadruple their revenue. Collectively, these women have created 12,000 new jobs and contributed INR 28 billion to the Indian economy. |
Also available on our website is the March 2023 Goldman Sachs’ Efforts to Advance Equity and Opportunity for Underserved Communities from the law firm Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”), which examines and reports on the effectiveness of three important initiatives: OMBW, the Fund for Racial Equity and 10,000 Small Businesses program. During 2023, our Office of Corporate Engagement reported to the Public Responsibilities Committee on its implementation of applicable enhancements to each of these three initiatives, as recommended by WilmerHale in its report.
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 2024 Annual Meeting of Shareholders |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
20202023 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 motivate, reward and retain our senior leaders, support our strategic objectives, promote a strong risk management and control environment and advance the long-term interests of our shareholders. Our 20202023 NEOs are:
 |  |  |  |  | ||||
| David | John Waldron | Denis Coleman | Kathryn Ruemmler | Philip Berlinski | ||||
| Chairman and CEO |
President and COO |
CFO |
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The following table shows our Compensation Committee’s determinations regarding our NEOs’ 20202023 annual compensation, as well as their 20192022 annual compensation information (dollarinformation. The details of how our Compensation Committee made its compensation determinations for 2023 are set forth in this CD&A.
Dollar amounts in the following table are shown in millions).millions.
This
| Year | Total Annual Compensation* ($) | Salary ($) | Annual Variable Compensation ($)
| Equity-Based Awards | ||||||||||||||||||||||||
Cash |
PSUs** |
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% of Annual Variable Comp |
% of Total | ||||||||||||||||||||||||
Executive Leadership Team |
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David Solomon Chairman and CEO | 2023 | 31.00 | 2.00 | 8.70 | 20.30 |
| 70 | 65 | ||||||||||||||||||||
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2022 |
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25.00 |
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2.00 |
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6.90 |
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16.10 |
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70 |
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64 |
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John Waldron President and COO | 2023 | 30.00 | 1.85 | 11.26 | 16.89 |
| 60 | 56 | ||||||||||||||||||||
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2022 |
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23.50 |
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1.85 |
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8.66 |
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12.99 |
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60 |
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55 |
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Denis Coleman CFO | 2023 | 20.00 | 1.85 | 7.26 | 10.89 |
| 60 | 54 | ||||||||||||||||||||
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2022 |
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17.00 |
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1.85 |
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6.06 |
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9.09 |
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60 |
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53 |
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Other NEOs |
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Kathryn Ruemmler CLO and General Counsel | 2023 | 16.00 | 1.50 | 5.80 | 8.70 |
| 60 | 54 | ||||||||||||||||||||
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2022 |
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12.00 |
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1.50 |
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4.20 |
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6.30 |
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60 |
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53 |
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Philip Berlinski Global Treasurer | 2023 | 13.00 | 1.50 | 4.60 | 6.90 |
| 60 | 53 | ||||||||||||||||||||
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2022 |
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10.00 |
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1.50 |
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3.40 |
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5.10 |
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60 |
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51 |
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| * | Salary plus annual variable compensation consisting of cash and year-end equity-based awards (100% PSUs for all NEOs). |
| ** | Equity amount at grant; PSUs subject to ongoing performance metrics (absolute & relative ROE). |
Note this table is different from the SEC-required 2020 2023 Summary Compensation Table on page 54.in —Executive Compensation.
| 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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| 17.85 |
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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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2019 | 24.50 | N/A |
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| 9.06 |
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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 |
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| 8.26 |
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| 12.39 |
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OTHER NEOS
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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 |
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| 4.00 |
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| 1.50 |
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| 4.50 |
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| 60 |
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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 |
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| 1.50 |
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| 3.00 |
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| 1.12 |
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| 3.38 |
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| 60 |
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| 50 |
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Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 35 |
COMPENSATION MATTERS—COMPENSATION DISCUSSION AND ANALYSIS
HOW OUR COMPENSATION COMMITTEE MAKES DECISIONS
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Our
Principles |
Performance |
Performance |
Talent |
Feedback |
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Considerations |
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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
360o REVIEW PROCESS
27% variable
36% variable cash compensation 10%
35%
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 andand/or other current employees on a fee-free or reduced fee basis.
Distributions and redemptions exceeding $120,000 from Employee Funds made to our 20202023 executive officers (or persons or certain entities affiliated with them) and Mr. Viniar (with respect to investments made when he was an employee) during 2020,2023, consisting of profits and other income and return of amounts initially invested (excluding overrides generally available only to PMDs,Overrides, which are discussed below), were approximately, in the aggregate, as follows: Mr. Solomon—$13.1Solomon – $6.5 million; Mr. Waldron—$2.3Waldron – $1.7 million; Mr. Scherr—$2.2Coleman – $1.9 million; Ms. Ruemmler – $300,000; Mr. Rogers—$3.6Berlinski – $351,000; John F.W. Rogers (Executive Vice President) – $2.3 million; Elizabeth M. Hammack (Global Treasurer)—$616,000; Laurence Stein (Chief Administrative Officer)—$1.4 million;and Brian J. Lee (Chief Risk Officer)—$803,000; Sheara J. Fredman (Chief Accounting Officer)—$188,000; and Mr. Viniar—$3.9 million. - $600,000.
Distributions of overrides generally available only to PMDs (and retired PMDs) madeOverrides distributed to our 20202023 executive officers (or persons or entities affiliated with them) and Mr. Viniar (with respect to investments made when he was an employee) during 20202023 were approximately, in the aggregate, as follows: Mr. Solomon—$493,000;Solomon – $332,000; Mr. Waldron—$139,000;Waldron – $209,000; Mr. Scherr—$94,000;Coleman – $42,000; Ms. Ruemmler – $60,000; Mr. Rogers—$104,000; Ms. Hammack—$28,000;Berlinski – $30,000; Mr. Stein—$49,000;Rogers – $175,000; Ericka Leslie (Chief Administrative Officer during 2023) – $50,000; Mr. Lee—$56,000; Ms. Fredman—$13,000;Lee – $86,000; and Mr. Viniar—$411,000.Sheara Fredman (Chief Accounting Officer) – $31,000.
Subject to applicable laws, in addition, certain of our directors and executive officers may from time to time invest their personal funds in other funds or investments that we have established and that we manage or sponsor. Except as described above, these other investments are made on substantially the same terms and conditions as other similarly-situated investors in these funds or investments who are neither directors nor employees. In certain of these
98 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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 |
We take very seriously any actual or perceived conflicts of interest, and we critically evaluate all potential transactions and relationships that may involve directors or executive officers or entities affiliated with them.
Mr. Mittal is the Executive Chairman and former CEO of ArcelorMittal S.A. and beneficially owns (directly and indirectly) approximately 37%40% 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-partycounterparty 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 LiborSOFR + 55720 basis points (which rate may vary depending on ArcelorMittal’s credit ratings). 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. Under the facility, Goldman Sachs has agreed to lend up to approximately $22.5 million at an interest rate of LiborSOFR + 450 basis points.points (which rate may vary based on a credit spread adjustment). This credit facility is currently partially drawn, resulting in an approximately $19.4 million loan from Goldman Sachs currently has no loan outstanding under this facility.
In September 2020, it was announced thataddition, from March 2023 to February 2024, 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,riskless principal in connection with the acquisition, this facility is no longer outstanding.
In May 2020, Goldman Sachs participatedapproximately $290 million of on-exchange divestments by ArcelorMittal of its shareholding in an entity in which it was 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 rate of Libor + 167 basis points. The undrawn term loan facility was partially canceled in May 2020 in connection with the proceeds of a $2 billion combined public offering of ordinary shares and mandatory convertible notes, and the remaining commitment of $76.8 million was canceled in July of 2020.minority shareholder.
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 PartnerChief Executive Officer of Global Infrastructure Partners LLC (together with its affiliates, GIP). In connection with his role at GIP, Mr. Ogunlesi is entitled to less than 5% of the total profit of the fundfunds that participated in the following transactions, and he also has a direct or indirect interest in such fundfunds amounting to less than 0.02% of each such fund. During 2020, 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 transaction resulting from a competitive bidding process.
In 2021,May 2023, Goldman Sachs acted as an underwriter in an approximately $145$300 million public common stock offering for a company in which a fund managed by GIP was a selling stockholder andshareholder. Such fund received approximately $70$145 million of the proceeds of the offering. In addition, in August 2023, Goldman Sachs purchased for resale in an SEC-registered trade approximately $288 million of stock in such company from the fund managed by GIP as selling shareholder. Goldman Sachs’ relationship with this company pre-dates GIP’s investment therein. In March 2024, Goldman Sachs also acted as an underwriter in an approximately $3 billion public debt offering for BlackRock Inc., the proceeds of which are intended to fund a portion of BlackRock’s acquisition of GIP.
This transactionEach of these transactions was conducted, on, and all of these services were provided, on an arm’s-length basis.
During 2020,2023, 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
5% Shareholders |
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.
|
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 Thanthan Five Percent.
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 99 |
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 26, 2024 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.
Number of Shares of Common | |||
David Solomon(c) |
| ||
John Waldron(c) |
| ||
|
| ||
|
| ||
|
| ||
Michele Burns |
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
Jan Tighe | 7,161 | ||
Jessica Uhl | 2,738 | ||
David Viniar(c) |
| ||
|
| ||
All directors, nominees, NEOs and other executive officers as a group (20 persons)(d) |
| ||
| (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. |
100 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
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 | ||||
| 0 | |||
|
| |||
| 14,069 | ||||
| 0 | |||
|
| |||
| 2,481 | ||||
|
| |||
| 26,397 | ||||
|
| |||
| 16,346 | ||||
|
| |||
| 2,600 | ||||
|
| |||
| 1,590 | ||||
Ellen Kullman |
| |||
| 13,057 | ||||
Lakshmi Mittal |
| |||
| 37,922 | ||||
|
| |||
| 463 | ||||
|
| |||
| 27,883 | ||||
|
| |||
| 23,114 | ||||
|
| |||
| 7,161 | ||||
|
| |||
| 2,738 | ||||
|
| |||
| 21,705 | ||||
All directors, nominees, NEOs and other executive officers as a group (20 persons) |
| 197,526 | ||
| (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) |
|
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. |
SeeCompensation Matters—Compensation Discussion and Analysis—Other Compensation Policies and Practices for a discussion of our executive stock ownership guidelines and retention requirements.
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 101 |
BENEFICIAL OWNERSHIP—BENEFICIAL OWNERS OF MORE THAN FIVE PERCENTOWNERSHIP
Beneficial Owners of More Thanthan Five Percent
Based on filings made under Section 13(d) and Section 13(g) of the Exchange Act, as of March 1, 2021,February 26, 2024 the only persons known by us to be beneficial owners of more than 5% of Common Stock were as follows:
of Common Stock Beneficially Owned (#)
|
| |||||
BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | ||||||
| ||||||
State Street Corporation State Street Financial Center
Boston, Massachusetts 02114 | ||||||
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, Amendment No. 1 to such filing filed with the SEC on February 14, 2022, Amendment No. 2 to such filing filed with the SEC on February 6, 2023 and Amendment No. 3 to such filing filed with the SEC on January 30, 2024 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 (including, but not limited to, State Street’s role as fund administrator, custodian or lender for certain of our funds) 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, |
102 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
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. Any interested party may contact us through the following channels:
| OUR DIRECTORS | INVESTOR RELATIONS | BUSINESS INTEGRITY PROGRAM | ||||||
|
|
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Communicate with our directors,
Mail correspondence to: John 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
Email: gs-investor-relations@gs.com
Phone: (+1) 212-902-0300 | You may contact us, or any member
Phone: (+1) 866-520-4056
Policy is available on our website at www.gs.com/business-integrity-program
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Corporate Governance and Other Materials Available on our Website
On our website (www.gs.com/shareholders) under the heading “Corporate Governance,” you can find, among other things, our:
| ∎ | Restated Certificate of Incorporation |
| ∎ | Amended and Restated By-Laws |
| ∎ | Corporate Governance 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 and access to our disclosures of Federal Lobbying Costs |
| ∎ | Information about our Business Integrity Program, including our Policy on Reporting of Concerns Regarding Accounting and Other Matters |
| ∎ | Sustainability |
| ∎ | Audit Report: Goldman Sachs’ Efforts To Advance Equity and Opportunity for Underserved Communities |
| ∎ | Report on |
| ∎ | Statement on Human Rights and Statement on Modern Slavery and Human Trafficking |
| ∎ | Business Principles and Core Values |
|
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.
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 103 |
ADDITIONAL INFORMATION
Compensation Committee Interlocks and Insider Participation
No member of our Compensation Committee is or has been an officer or employee of Goldman Sachs. No member of our Compensation Committee or our Board is, or has beenwas in 20202023, an executive officer of another entity at which one of our executive officers serves, or hasserved in 2020 served2023, on either the board of directors or the compensation committee. For information about related person transactions involving members of our Compensation Committee, seeCertain Relationships and Related Transactions.
Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities to file reports of ownership of, and transactions in, our equity securities with the SEC. Our directors and executive officers are also required to furnish us with copies of all such Section 16(a) reports if not filed by the firm on their behalf. The reports are published on our website at www.gs.com/shareholders.
Based on a review of the copies of these reports, and on written representations from our reporting persons, we believe that all such reports that were required to be filed under Section 16(a) filing requirements applicable to our directors and executive officersduring 2023 were complied with during 2020.timely filed.
Incorporation by Reference
Only the following sections of this Proxy Statement shall be deemed incorporated by reference into our 20202023 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-EmployeeDirector 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;2024; 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” and “Report of our Audit Committee” (to the extent permitted by the rules of the SEC) will not be deemed incorporated into any such filing, unless specifically provided otherwise in such filing.
Other Business
As of the date hereof, there are no other matters that our Board intends to present, or has reason to believe others will present, at our Annual Meeting. If other matters come before our Annual Meeting, the persons named in the accompanying form of proxy will vote in accordance with their best judgment with respect to such matters.
104 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
FREQUENTLY ASKED QUESTIONS
What are some common terms and acronyms used in this Proxy Statement?
| Goldman Sachs Annual Meeting of Shareholders to be held on April | |
Assessment Framework | Compensation Committee Assessment Framework used to provide greater definition to and transparency regarding the key factors considered by the Committee to assess firm performance in the context of compensation decisions for our NEOs and Management Committee | |
BVPS | Book Value Per Common Share | |
| Amended and Restated By-Laws | |
CD&A | Compensation Discussion and Analysis | |
CET1 | Common equity tier one capital | |
CLO | Chief Legal Officer | |
| Common shares of The Goldman Sachs Group, Inc. | |
CRO | Chief Risk Officer | |
EPS | Diluted Earnings Per Common Share | |
ESG | Environmental, social and governance | |
| ||
| U.S. Securities Exchange Act of 1934, as amended | |
| Our Chief Executive Officer (CEO), our Chief Operating Officer (COO) and our Chief Financial Officer (CFO) | |
| ||
| The Goldman Sachs Group, Inc., a Delaware corporation, and its consolidated subsidiaries | |
| Corporate Governance and Nominating Committee | |
GS | Goldman Sachs Gives | |
HCM | Human Capital Management | |
IR | Investor Relations | |
NEO | Named Executive Officer. For | |
NYSE | New York Stock Exchange | |
| Our Peers consist of our | |
PMD | Participating Managing Director | |
| Goldman Sachs Proxy Statement filed with the SEC in connection with the | |
PSU | Performance-based RSU | |
| PricewaterhouseCoopers LLP | |
ROE | Return on Average Common Shareholders’ Equity | |
ROTE | Return on Average Tangible Common Shareholders’ Equity | |
RSU | Restricted stock unit | |
| Our annual advisory vote to approve NEO compensation | |
SEC | U.S. Securities and Exchange Commission | |
| Shares | |
SVC Awards | Shareholder Value Creation Awards | |
TSR | Total Shareholder Return, including dividends reinvested without payment of any commission | |
Proxy Statement for the 2024 Annual Meeting of Shareholders | Goldman Sachs | 105 |
FREQUENTLY ASKED QUESTIONS
When and where is our Annual Meeting?
We will be holding our Annual Meeting virtually, on Thursday,Wednesday, April 29, 2021,24, 2024, at 8:30 a.m., New YorkSalt Lake City time, viaat our office at 222 South Main Street, 14th Floor, Salt Lake City, Utah 84101. Upon arrival, please follow signage for security and entry into 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-personmeeting.
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 found 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.
How can I attend our Annual Meeting?
Shareholders as of the record date mayand/or their authorized representatives are permitted to attend vote and submit questionsour Annual Meeting in person by following the procedures in our Proxy Statement. Our Annual Meeting is held in an accessible facility; assisted listening devices will be available upon request.
Will our Annual Meeting be webcast?
Our Annual Meeting will be available through an audio-only webcast, which will be accessible to the public at www.gs.com/proxymaterials. Anyone can listen to the Annual Meeting 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 atwww.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, 2021,15, 2024, 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-timeone-
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 20202023 Annual Report to Shareholders, which will be sent on or about March 23, 2021.19, 2024.
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 at the meeting.
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 in person 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 26, 2024. |
Additional Documentation for an Authorized Representative. Any shareholder representative (for example, of an entity that is a shareholder) must also present satisfactory documentation evidencing their authority with respect to the shares.
We reserve the right to limit the number of representatives for any shareholder who may attend the meeting.
Failure to follow any of these procedures may delay your entry into or prevent you from being admitted to our Annual Meeting. Please contact us via shareholderproposals@gs.com at least five business days in advance of our Annual Meeting if you would like
106 | Goldman Sachs | Proxy Statement for the 2024 Annual Meeting of Shareholders |
FREQUENTLY ASKED QUESTIONS
to confirm you have proper documentation or if you have other 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 26, 2024, the record date for our Annual Meeting.
As of March 1, 2021,February 26, 2024, there were 342,900,077324,527,112 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 Record.Record. 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 50500043078
Louisville, KY 40233-5000Providence, RI 02940-3078
U.S. and Canada: 1-800-419-2595
International: 1-201-680-6541
www.computershare.com
Beneficial Owner of Shares Held in Street Name.Name. 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.
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:
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 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 Beneficial Owner of Shares Held in Street 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, broker or 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. 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 Record. 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
FREQUENTLY ASKED QUESTIONS
Participants in our 401(k)
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
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 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.
FREQUENTLY ASKED QUESTIONS 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?
What are my choices for casting my vote on each matter to be voted on?
How do I inspect the list of shareholders of record? A list of the shareholders of record as of February 26, 2024 will be available for inspection during ordinary business hours at our headquarters at 200 West Street, New York, New York 10282, from April 15, 2024 to April 23, 2024. 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.
FREQUENTLY ASKED QUESTIONS
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. 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 than our How do I obtain more information about Goldman Sachs? A copy of our These documents, as well as other information about Goldman Sachs, are also available on our website at
How do I sign up for electronic delivery of proxy materials? This Proxy Statement and our 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 proxies 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, 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 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 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.
FREQUENTLY ASKED QUESTIONS 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.
How can I submit a Rule 14a-8 shareholder proposal at the 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 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 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 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 Shareholders providing notice to the company under the SEC’s Rule 14a-19 who intend to solicit proxies in support of nominees submitted under our advance notice By-Laws for the 2025 Annual Meeting must comply with this deadline, the requirements of our By-Laws and the additional requirements of Rule 14a-19(b).
ANNEX A: CALCULATION OF NON-GAAP MEASURES AND OTHER INFORMATION
Annex A: Calculation of Non-GAAP Measures and Other Information 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:
Impact of Selected Items and FDIC Special Assessment Fee
Includes selected items that the firm has sold or is selling related to the firm’s narrowing of its ambitions in consumer-related activities and related to Asset & Wealth Management, including its transition to a less capital intensive business. Pre-tax earnings for 2023 for each selected item include the operating results of the item and additionally, (i) for the Marcus loans portfolio, a net mark-down of $367 million in net revenues and a reserve reduction of $442 million in provision for credit losses related to the sale of substantially all of the portfolio, (ii) for GreenSky, a mark-
ANNEX A: CALCULATION OF NON-GAAP MEASURES AND OTHER INFORMATION down of $200 million in net revenues and a reserve reduction of $637 million in provision for credit losses (both related to the pending sale of the GreenSky point-of-sale loan portfolio), a write-down of intangibles of $506 million and an impairment of goodwill of $504 million related to Consumer platforms, (iii) for PFM, a gain of $349 million related to the sale of the business, and (iv) for GM Card, a reserve reduction of $160 million in provision for credit losses related to the transfer of the GM Card portfolio to held for sale. Historical principal investments include consolidated investment entities and other legacy investments the firm intends to exit over the medium term (medium term refers to a three to five year time horizon from year-end 2022). In 4Q23, the firm recognized a pre-tax expense of $529 million for the expected aggregate special assessments to be collected by the FDIC to recover the losses to the deposit insurance fund resulting from the receiverships of Silicon Valley Bank and Signature Bank. Net earnings reflects the effective income tax rate for the respective segment of each selected item and the allocation of the FDIC special assessment fee, adjusted for a write-off of deferred tax assets related to GreenSky.
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.
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ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
Directions to our 2024 Annual Meeting of Shareholders
Annex C: The Goldman Sachs Amended and Restated Stock Incentive Plan (2021)Located at our office at:
ARTICLE I222 South Main Street
GENERAL14th Floor
1.1 PurposeSalt Lake City, Utah 84101
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 servicesPlease follow signage 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 interestAnnual Meeting in the success of the Firm, (ii) align the interests of officers, directors, employees, consultantsbuilding lobby for security 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.entry.
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.Public Transport
TRAX stop located at: Gallivan Plaza, Main Street at 275 South, Salt Lake City |
Driving Directions
From SLC International Airport
| ∎ | Head west on North Terminal Drive |
| ∎ | Continue straight and make slight right onto Terminal Drive |
| ∎ | Continue straight on Terminal Drive |
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
| ∎ | Take I-80 East ramp on the left to City Center/Ogden/Provo |
| ∎ | Keep left at fork, follow signs for I-80 East and merge onto I-80 East |
| ∎ | Take exit 121 for 600 South |
| ∎ | Merge onto 600 South |
1.2.4 “Award Agreement” means the written document or documents by which each Award
| ∎ | Turn left onto West Temple |
| ∎ | Turn right onto 200 South |
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 or 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) 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,available 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 DateABM Parking Garage (on 200 South between West Temple 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.Main Street near Hotel Monaco)
Proxy Statement for the 2024 Annual Meeting of Shareholders | 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
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
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
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
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
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
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
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
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
ANNEX C: THE GOLDMAN SACHS AMENDED AND RESTATED STOCK INCENTIVE PLAN (2021)
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.
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THE GOLDMAN SACHS GROUP, INC.
200 WEST STREET
NEW YORK, NEW YORK 10282
ANNUAL MEETING FOR HOLDERS
AS OF 2/26/24 TO BE HELD ON 4/24/24
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 21, 2024 and (ii) for all other shares, up until 11:59 p.m. Eastern Time on April 23, 2024. 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 21, 2024 and (ii) for all other shares, up until 11:59 p.m. Eastern Time on April 23, 2024. 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 16, 2024 to ensure timely receipt.
If you vote by Internet or by telephone, please do NOT mail back the proxy card below.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V30019-Z87020-Z87019-P06294 KEEP THIS PORTION FOR YOUR RECORDS |
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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 |  | |||||||||||||||||||||||||||||||||
| 1a. |
| Michele Burns | ☐ | ||||||||||||||||||||||||||||||||
| ☐ | ☐ | ||||||||||||||||||||||||||||||||||
| 1b. | Mark Flaherty | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
| 1c. | Kimberley Harris | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
| 1d. | Kevin Johnson | ☐ | ☐ | ☐ | |||||||||||||||||||||||||||||||
| 1e. | Ellen Kullman | ☐ | ☐ | ||||||||||||||||||||||||||||||||
| ☐ | ||||||||||
| 1f. | Lakshmi Mittal | ☐ | ☐ | ☐ | ||||||
| 1g. | Thomas Montag | ☐ | ☐ | ☐ | ||||||
| 1h. | Peter Oppenheimer | ☐ | ☐ | ☐ | ||||||
| 1i. | David Solomon | ☐ | ☐ | ☐ | ||||||
| 1j. | Jan Tighe | ☐ | ☐ | ☐ | ||||||
| 1k. | David Viniar | ☐ | ☐ | ☐ | ||||||
The Board of Directors recommends you vote FOR
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proposals 2 | For
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| 2. | ||||||||||
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| Advisory Vote to Approve Executive Compensation (Say on Pay) | ☐ | ☐ | ☐ | |||||
For
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3. | ||||||||||
Ratification of PricewaterhouseCoopers LLP as our Independent Registered | ☐ | ☐ | ☐ | |||||||
| The Board of Directors recommends you vote AGAINST proposals | For | Against
| Abstain | |||||||
| 4. | ||||||||||
| Shareholder Proposal Regarding | ☐ | ☐ | ☐ | |||||||
| Shareholder Proposal Regarding a Transparency In Lobbying Report | ☐ | ☐ | ☐ | |||||||
6. | Shareholder Proposal Regarding Outcome Report on Efforts Regarding | ☐ | ☐ | ☐ | ||||||
7. | Shareholder Proposal Regarding Environmental Justice Impact Assessment | ☐ | ☐ | ☐ | ||||||
8. | Shareholder Proposal Regarding Disclosure of Clean Energy Supply Financing Ratio | ☐ | ☐ | ☐ | ||||||
| 9. | Shareholder Proposal Regarding a GSAM Proxy Voting Review | ☐ | ☐ | ☐ | ||||||
10. | Shareholder Proposal Regarding a Report on | ☐ | ☐ | ☐ | ||||||
Shareholder Proposal Regarding | ☐ | ☐ | ☐ | |||||||
Shareholder Proposal Regarding | ☐ | ☐ | ☐ | |||||||
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 | 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 20202023 Annual Report to Shareholders are available at: www.proxyvote.com
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| 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,David Viniar, 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 20212024 Annual Meeting of Shareholders to be held on April 29, 202124, 2024 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 20212024 Annual Meeting of Shareholders, the Proxy Statement in connection with such meeting and the 20202023 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), (7), (8), (9), (10), (11) and (8)(12) 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, 2021.23, 2024.
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 26, 2024 record date. You must indicate how the shares allocated to yourthe 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, 2021.21, 2024. 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 yourthe 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.